As filed with the Securities and Exchange Commission on December , 2012 Registration No. 333-182072


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

FORM F-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(Amendment No.2)
--------------------------

HUNT MINING CORP.
(Exact name of registrant as specified in its charter)

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

108 N. Washington Street, Suite 302
Spokane, WA 99201
(509)-892-5287
(Address of principal executive offices, including zip code, and telephone number, including area code)

Tim Hunt, Executive Chairman and Director of the Corporation
Hunt Mining Corp.
108 N. Washington Street, Suite 302
Spokane, WA 99201
(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. [   ]


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 Canadafor 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 issuable 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.

ii


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion: Dated December , 2012

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 issuable upon the conversion of 20,881,493 convertible preferred shares of Hunt Mining directly and indirectly held by HuntMountain. 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.

HuntMountain’s assets predominantly consist of Hunt Mining common shares and Hunt Mining convertible preferred shares. HuntMountain directly and indirectly holds 29,118,507 (28.94%) of the 100,613,330 common shares of Hunt Mining issued and outstanding as of November 30, 2012. If HuntMountain were to convert all of its convertible preferred shares of Hunt Mining, it would directly and indirectly hold 50,000,000 (41.15%) of Hunt Mining’s issued and outstanding common shares.

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 10.)

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 12.

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 _______________________, 2012


TABLE OF CONTENTS

GLOSSARY 3
   
PROSPECTUS SUMMARY 5
   
FORWARD LOOKING STATEMENTS 7
   
COMPANY INFORMATION 8
   
BUSINESS OVERVIEW 9
   
EXEMPTIONS UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT 10
   
CAUTIONARY NOTE REGARDING FINANCIAL DISCLOSURE IN THIS PROSPECTUS 11
   
CAUTIONARY NOTE REGARDING CANADIAN MINERAL DISCLOSURE STANDARDS 11
   
RISK FACTORS 12
   
DIRECTORS AND SENIOR MANAGEMENT 18
   
AUDITORS 19
   
SELLING STOCKHOLDER 19
   
PLAN OF DISTRIBUTION 21
   
KEY INFORMATION 21
   
THREE YEAR HISTORY 25
   
PROPERTIES 30
   
OPERATING AND FINANCIAL REVIEW AND PROSPECTS 47
   
OFF BALANCE SHEET ARRANGEMENTS 54
   
DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES 55
   
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 75
   
MARKET FOR OUR COMMON SHARES 80
   
ARTICLES AND BY-LAWS OF OUR COMPANY 83
   
LIMITATIONS ON RIGHTS OF NON-CANADIANS 85
   
MATERIAL INCOME TAX INFORMATION 87
   
LEGAL MATTERS 95
   
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 95
   
EXPERTS 96
   
INTERESTS OF EXPERTS AND COUNSEL 96
   
WHERE YOU CAN FIND MORE INFORMATION 96
   
INDEX TO FINANCIAL STATEMENTS 97

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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 parameters, 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 parameters, 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 UTMcoordinates

 

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 12.

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 IASB.

Our Company

Hunt Mining Corp was incorporated on January 10, 2006 under the laws of Alberta Canada, and together with our subsidiaries, is engaged in the exploration of mineral properties in Santa Cruz Providence, 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: 108 N. Washington Street, Suite 302, Spokane, WA 99201.

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: (a) 1,455,926 Hunt Mining common shares registered in the name of HuntMountain’s wholly-owned subsidiary, HuntMountain Investments, LLC (“HuntMountain Investments”); and (b) 20,881,493 common shares issuable upon conversion of (i) 19,837,418 convertible preferred shares of Hunt Mining held by HuntMountain and (ii) 1,044,075 convertible preferred shares of Hunt Mining held by HuntMountain Investments.

Each preferred share is 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 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 Hunt Mining. It is anticipated that HuntMountain and HuntMountain Investments will convert all of their respective convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. The conversion of Hunt Mining’s outstanding convertible preferred shares remains subject to the approval of the TSXV.

5


It is expected that HuntMountain Investments will cause all of its Hunt Mining common shares (including the 1,044,075 Hunt Mining common shares that are anticipated to be issued to HuntMountain Investments upon conversion of its Hunt Mining convertible preferred 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.

We will not receive any proceeds from the conversion of our convertible preferred shares or 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 12.

6


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:

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.

7


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 Providence, 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 SEDAR, an electronic database maintained on behalf of the Canadian provincial securities regulators. 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 the System for Electronic Data Analysis and Retrieval on December 3, 2009. (The System for Electronic Data Analysis and Retrieval, commonly called “SEDAR,” is the electronic database maintained on behalf of the Canadian Securities Administrators to facilitate continuous disclosure by public companies in Canada.)

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 of 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: 108 N. Washington Street, Suite 302, Spokane, WA 99201. Our phone number is 509-290-5659.

8


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 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 1611 N. Molter Road, Suite 201, Liberty Lake, Washington, USA, 99019. Its registered and records office is located at Suite 1900, 736 – 6 th Avenue SW, Calgary, Alberta, T2P 3T7. 1494716 Alberta Ltd. has one director, Alan Chan, who is also one of the directors of our Company.

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 1611 N. Molter Road, Suite 201, 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.

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.

CCSA, an indirectly wholly-owned subsidiary of the Company, has focused exclusively on gold exploration activity since inception. We do not produce any gold or other precious metals. We have never generated revenue or cash flow from operations. Hunt Mining and CCSA have relied upon external equity and debt financing to fund all exploration activities.

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. With reference to the La Josefina property, 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.

9


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

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 2013 to 2019. As a result, our Company is evaluating reactivation of its exploration drilling program with respect to the La Josefina project, with a focus on drill target definition and new target generation. If a decision is made to proceed, our Company expects that it will have sufficient working capital to fund a modest drilling program through 2013.

We also signed an exploration agreement with Formicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana project, covering approximately 328 square kilometres of land contiguous to, and located east 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. Results of the sampling work are not yet available.

On May 10, 2012, we announced that we have entered into an exploration agreement with Eldorado Gold Corporation (TSX:ELD, NYSE:EGO, ASX:EAU). Under the terms of the agreement, CCSA will be the initial operator conducting exploration activities on certain existing Hunt Mining properties (other than the La Josefina and La Valenciana properties), including twenty exploration concessions and six discovery concessions aggregating a total of 2,013square 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 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, which has currently budgeted approximately $2.5 million for 2012.

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.

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 twenty people in Argentina. Hunt Mining employs five people at our headquarters in Spokane, Washington.

Foreign Operations

All of the 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 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.

10


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 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.

11


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, 2011 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 no revenues and has incurred an accumulated loss of $24,324,113 through December 31, 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 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, 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. 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 no history of earnings and there can be no assurance that our exploration activities will result in future profitable earnings.

Hunt Mining has no history of earnings. 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.

12


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. To date, 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.

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.

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.

13


Our Company spends the majority of its exploration efforts and is economically dependent on the La Josefina property, changes in the exploration agreement between CCSA and Formicruz may reduce our interest in any future production from the property.

Hunt Mining’s right to explore the La Josefina project is governed by the amended exploration agreement between our wholly-owned subsidiary, CCSA, and Formicruz. Since the La Josefina property is our primary exploration property, we are economically dependent on one contract and one business partner.

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.

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.

14


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.

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.

15


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, Mr. Scott Brunsdon is the Chief Financial Officer of International Minerals Corporation, a Canadian public company with a 40% interest in the Pallancata silver mine in Southern Peru, and interests in resource properties in Peru, Ecuador and the State of Nevada.) 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, there is a possibility that our directors and/or officers may be in a position of conflict in the future.

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.

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.

16


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 the normal course of business, 30% of all funds transferred by wire to CCSA from our Company are withheld by the Government of Argentina unless they are applied to a capital increase. These withheld amounts are deposited in non-remunerated US dollar fixed term deposits until the Government of Argentina approves the Company’s formal application for release.

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.

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.

17


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 and a director of our Company, controls HuntMountain which, upon conversion of its convertible shares of our Company, would hold 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 November 30, 2012, HuntMountain Resources Ltd., the selling stockholder named in this prospectus, directly and indirectly holds 29,118,507 (28.94%) of the 100,613,330 our Company’s issued and outstanding common shares. If HuntMountain were to convert all of the convertible preferred shares of our Company directly and indirectly owned by it, it would directly and indirectly hold 50,000,000 (approximately 41.2%) of our issued and outstanding common shares. Mr. Tim Hunt, the Executive Chairman 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. Our Executive Chairman and one of our directors are also directors (and our Executive Chairman is also an executive officer) of HuntMountain, our controlling stockholder, which is a reporting company under the Exchange Act that is delinquent in its filing obligations under the Exchange Act.

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.

Our 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, Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% 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 senior management, their positions and state or province of residence are as follows:

Tim Hunt, Washington, USA Executive Chairman and Director
Matthew Hughes, Washington, USA President, Chief Executive Officer and Director
Matthew Fowler, Washington, USA Chief Financial Officer and Corporate Secretary
Andrew Gertler (1) , Quebec, Canada Director
Bryn Harman, Washington, USA Director
Darrick Hunt, Washington, USA Director
Alan Chan (1) (2) , Alberta, Canada Director
Scott Brunsdon (1) (2) , Washington, USA Director
Jacques Perron, P.Eng. (2) , Ontario, Canada Director

Notes:

  (1)

Member of the Audit Committee.

  (2)

Member of the Compensation Committee.

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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 has provided its former auditors a copy of this disclosure and has 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 is filed as an exhibit to this form F-1/A2.

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.

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.

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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
Hunt Mountain Resources Ltd. 50,000,000 (1)(2) 50,000,000 (1)(2) 41.15% (3) Nil (4)

Notes:

1.

Includes 20,881,493 common shares issuable 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 is 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 shall 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. It is anticipated that HuntMountain and HuntMountain Investments will convert all of their respective convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. The conversion of Hunt Mining’s outstanding convertible preferred shares remains subject to the approval of the TSXV.

   
2.

Also includes 1,455,926 Hunt Mining common shares registered in the name of HuntMountain Investments. It is expected that such Hunt Mining common shares, and the 1,044,075 Hunt Mining common shares that are anticipated to be issued to HuntMountain Investments upon conversion of its convertible preferred 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.

   
3.

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 100,613,330 common shares that were outstanding as of November 30, 2012.

   
4.

Tim Hunt, Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% 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 and Hunt Mining convertible preferred shares. HuntMountain directly and indirectly holds 29,118,507 (28.94%) of the 100,613,330 common shares of Hunt Mining currently issued and outstanding as of November 30, 2012. If HuntMountain were to convert all of the convertible preferred shares of Hunt Mining directly and indirectly owned by it, it would directly and indirectly hold 50,000,000 (41.15%) of Hunt Mining’s issued and outstanding common shares.

Mr. Tim Hunt, Mr. Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% of the shares of HuntMountain. Mr. Tim Hunt, 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.

HuntMountain has advised us that:

20


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 issuable upon conversion of 20,881,493 convertible preferred shares of Hunt Mining directly and indirectly held by HuntMountain. 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 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 issuable upon conversion of the convertible preferred shares.

KEY INFORMATION

Capitalization and Indebtedness

The following table sets forth our capitalization at December 31, 2011 on a historical basis and as adjusted to reflect the sale of the shares:

Stockholder’s Equity
Preferred Stock: Unlimited shares authorized with no par value  
   20,881,493 shares issued and outstanding $                      177,417
Common Stock: Unlimited shares authorized with no par value   
   100,613,330 issued and outstanding $                 25,885,064
Contributed surplus $                   3,159,826
Warrants $                   5,860,183
Deficit $              (24,324,113)
Accumulated other comprehensive income $                   (129,518)
   Total Stockholder’s Equity $                 10,628,859

21


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 30, 2012, our outstanding equity and convertible securities were as follows:

Securities

Outstanding

Voting equity securities issued and outstanding

100,613,330 common shares

Convertible preferred shares

20,881,493 convertible preferred shares (1)

Securities convertible or exercisable into voting equity securities – stock options

Stock options to acquire up to 7,247,470 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)

12,822,500 warrants to acquire 12,822,500 common shares at an exercise price of $0.65 per share before June 14, 2013 (7)

Securities convertible or exercisable into voting equity securities – agent’s options 572,996 agent’s options to acquire up to 572,996 common shares at an exercise price of $0.30 prior to December 23, 2012 (3)
Securities convertible or exercisable into voting equity securities – broker’s warrants

453,334 warrants to acquire 453,334 units, each consisting of one common shares and one half of one common share purchase warrant, at an exercise price of $0.30 prior to December 23, 2012 (4) ; 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 (5) ; 1,788,150 broker compensation options to acquire 1,788,150 units, each consisting of one common shares and one half of one common share purchase warrant, at an exercise price of $0.45 prior to June 14, 2013 (8)

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 (6)

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. Each preferred share is 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 shall 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. 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.

  (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.

22



  (4)

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.

  (5)

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.

  (6)

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

  (7)

In conjunction with the June 14, 2011 bought-deal private placement, we issued 25,645,000 units pursuant to a short form prospectus offering. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.65 per warrant before June 14, 2013.

  (8)

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.

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 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.

Additional 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.

23


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”.

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.

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 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 November 30, 2012, 226,547 shares (December 31, 2011 – 679,635 shares) remain 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 November 30, 2012, 11,647,403 common shares (December 31, 2011 – 20,382,955 common shares) and 8,352,597 convertible preferred shares (December 31, 2011 – 14,617,045 convertible preferred shares) remain in escrow.

Indebtedness as of December 31, 2011:

Contractual obligations


Payments due by period
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
Operating Lease Obligations 178,200 (1) 88,200 90,000 - -
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under IFRS 125,000 (2) - - - 125,000
Total 303,200 88,200 90,000 -    125,000

Notes:

(1)

Office rent, based on $7,350 per month January through December 2012; $7,500 per month January through December 2013. Amounts are estimated due to fluctuations in CAM charges.

(2)

Contingent liability (see Note 15 to Consolidated Financial Statements for the year ended December 31, 2011).

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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.

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;

     
  c)

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;

     
  d)

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”);

25



  e)

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.

     
  i)

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. The Company has contacted HuntMountain’s management and has confirmed that approximately $40,000 will be received by December 31, 2012, with the balance collected by December 31, 2014.


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:

   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

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Indicated 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 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 parameters 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 parameters inherent to the project were adopted for the cut-off calculation.

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 parameters 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.

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 14, 2011, the Company entered into an agreement to purchase a US$103,000 loan owing from CCSA to HuntMountain. 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.

27


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, will be the initial operator conducting exploration activities on certain existing Hunt Mining properties (other than 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 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 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, which has currently budgeted approximately $2.5 million for 2012.

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

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 2013 to 2019. As a result, our Company is evaluating reactivation of its exploration drilling program with respect to the La Josefina project, with a focus on drill target definition and new target generation.

We also signed an agreement with Formicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana project, covering approximately 328 square kilometres of land contiguous to, and located east 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. Results of the sampling work are not yet available.

Hunt Gold USA LLC - History

Hunt Gold USA LLC “Hunt Gold” 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.

28


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 kilometers.

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 has 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.

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 a 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.

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

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 2013 to 2019. As a result, our Company is evaluating reactivation of its exploration drilling program with respect to the La Josefina project, with a focus on drill target definition and new target generation.. If a decision is made to proceed, our Company expects that it will have sufficient working capital to fund a modest drilling program on the La Josefina project through 2013.

We also signed an agreement with Formicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana project, covering approximately 328 square kilometres of land contiguous to, and located east 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. Results of the sampling work are not yet available.

As disclosed above, on May 10, 2012, we announced that we had entered into an exploration agreement with Eldorado Gold Corporation. Under the terms of the agreement, CCSA will be the initial operator conducting exploration activities on certain existing Hunt Mining properties (other than 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 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.

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  • Stage I (reconnaissance exploration)

     

    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.

     

    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)

     

    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)

     

    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.

     

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

    Bajo Pobré has been designated as a Stage II project under the terms of our agreement with Eldorado. 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 2013 to 2019.

    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:

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    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:



    Target Area
    Year 1

    To July 2008
    Year 2
    July 2008 to
    July 2009
    Years 3 & 4
    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.

         
      3.

    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 2013 to 2019.

    Royalties

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

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    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%.

    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 kilometres 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 kilometers 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 kilometers of the project, may also include the construction of a power line which runs along the highway.

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

    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 kilometre 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 Formicruz 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-meter 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 meters. 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 metres), 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 kilometres 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.

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    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 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.

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    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 metres 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 meters thick except where they fill paleo-valleys in the old land 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 of 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 metres east of La Josefina farm old facilities there is a hill oriented north-south 200 metres long and 20 metres wide, with outcrops of a mega-breccia made out of ignimbrite boulders about 2-3 cubic metres 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.

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    Epithermal deposits are high-level hydrothermal systems which usually form within one kilometer 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 meter or more in width and hundreds of meters to several kilometers in length. 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 meters 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 meters to rarely a few tens of meters. 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 to sometimes kilometers 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 target 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 2 meters. 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 kilometers 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 metre 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.

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    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.

    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, as we worked to renegotiate CCSA’s exploration agreement with Formicruz. Since then, we have continued to conduct reconnaissance exploration including geologic mapping, as well as, surface chip, channel and trench sampling.

    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 2013 to 2019. As a result, our Company is evaluating reactivation of its exploration drilling program with respect to the La Josefina project, with a focus on drill target definition and new target generation. If a decision is made to proceed, our Company expects that it will have sufficient working capital to fund a modest drilling program on the La Josefina project through 2013.

    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 diameter) 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 Ebisch 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 centimetres apart and 3.8 centimetres 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 centimetres. 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 “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.

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    Verification Samples

    A total of nineteen verification samples were taken during the 2009 site visit by 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 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 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
    (meters)

    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

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    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 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 reagent 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 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 Ebisch, an Independent Qualified Person as defined by NI 43-101. Ebisch has no direct interest in the La Josefina Project or in Cerro Cazador S.A. These verification samples were handled entirely by Ebisch. No officer, director or associate of Cerro Cazador was in contact with the samples. 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. Ebisch believes that the preparation, security and analytical procedures used for the verification samples are adequate and meet or exceed industry accepted standards.

    44


    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 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 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 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.

    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 gold property located in Santa Cruz Province, Argentina. In March, 2007 CCSA signed a final contract 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 is exploratory in nature. 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 it would need a power generation facility built or power lines ran 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 required by the Bajo Pobré agreement. However, due to financial constraints, CCSA has not conducted significant exploration activity on the Bajo Pobré property. Therefore, the status of the option agreement is uncertain at this time.

    Mineral Exploration Activity - Bajo Pobré

    In January 2006, CCSA signed a letter of intent with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré property located in Santa Cruz province, Argentina. In March 2007, CCSA signed a definitive agreement 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 five year earn-in period. Details of this agreement are contained in the Company’s Filing Statement dated November 30, 2009 as filed on SEDAR on December 3, 2009.

    45


    The Company has not completed all the required expenditures relating to the Bajo Pobré property and has not secured a contract amendment in this regard.

    As disclosed above, on May 10, 2012, we announced that we had entered into an exploration agreement with Eldorado Gold Corporation. Under the terms of the agreement, CCSA will be the initial operator conducting exploration activities on certain existing Hunt Mining properties, including the Bajo Pobré property. Under the terms of our agreement with Eldorado, exploration will be broken into three stages with all funding for the first two stages (Stage I: reconnaissance exploration; Stage II: drilling, advanced exploration, preliminary economic assessment) coming from Eldorado.

    Bajo Pobré has been designated as a Stage II project under the terms of our agreement with Eldorado. 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.

    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

    46



    Hole From (m) To (m) Length (m) Au (g/t)
    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

    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 3, 2011, the Company completed 2,358 meters of drilling on the El Gateado property.

    Under our exploration agreement with Eldorado, 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.

    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

    Selected Financial Information as at September 30, 2012

    The Company’s financial statements as at September 30, 2012 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) and using policies consistent with IFRS. All financial results presented in this MD&A are expressed in Canadian dollars.

    A summary of selected financial information for the most recent three fiscal years ended December 31, 2011 is as follows:

                Year ended        
          December 31,     December 31,     December 31,  
          2011     2010     2009  
          (IFRS)     (IFRS)     (Cdn GAAP)  
          $     $     $  
      Net loss for the period   (8,280,161 )   (3,362,240 )   (2,299,807 )
      Net loss for the period – basic and diluted loss per share   (0.09 )   (0.07 )   (0.51 )
      Working capital   8,261,632     5,918,120     554,504  
      Total assets   11,494,788     8,138,880     5,378,317  

    47



                Year ended        
          December 31,     December 31,     December 31,  
          2011     2010     2009  
          (IFRS)     (IFRS)     (Cdn GAAP)  
          $     $     $  
      Total non-current liabilities   125,000     125,000     -  
      Total shareholders’ equity   10,628,859     7,505,089     2,346,453  
      Cash dividends   -     -     -  

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

    In the three and nine month periods ended September 30, 2012 the Company incurred exploration expenses of $106,575 and $443,007, respectively. In the three and nine month periods ended September 30, 2011 the Company incurred exploration expenses of $855,784 and $2,431,220, respectively. Primary components of exploration expenses in 2012 and 2011 are given in the following table:

        Three months ended     Nine months ended  
        September 30,     September 30,     September 30,     September 30,  

     

      2012     2011     2012     2011  

    Drilling expense

    $  -   $  694,709   $  -   $  1,805,664  

    Assay expense

      9,069     87,951     90,996     226,690  

    Equipment rental expense

      13,558     43,807     50,726     133,843  

    Fuel expense

      39,151     42,469     88,130     83,290  

    Property payments

      67,174     38,179     170,400     76,136  

    Property reports

      4,431     1,539     4,431     2,312  

    Other

      (26,808 )   (52,870 )   38,324     103,285  

     

    $  106,575   $  855,784   $  443,007   $  2,431,220  

    The Company’s overall exploration expenses were lower in 2012 compared to 2011 as the majority of the Company’s exploration was funded by its project partner, Eldorado, as well as the Company put on hold exploration drilling as it worked to renegotiate its agreement on the La Josefina property.

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

        Three months ended     Nine months ended  
        September 30,     September 30,     September 30,     September 30,  
        2012     2011     2012     2011  

    Exploration expenses

    $  90,355   $  -   $  329,192   $  -  

    Professional fees

      30,075     -     71,721     -  

    Administrative and office expenses

      48,010     -     74,374     -  

    Payroll expenses

      264,414     -     620,148     -  

    Travel expenses

      55,473     -     120,967     -  

     

                           

    Exploration cost recovery

    $  488,327   $  -   $  1,216,402   $  -  

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

        Three months ended     Nine months ended  
        September 30,     September 30,     September 30,     September 30,  
        2012     2011     2012     2011  
    La Josefina $  28,234   $  918,492   $  264,679   $  2,176,780  
    Bajo Pobre   7,653     1,880     13,508     3,346  
    Other   70,688     (64,588 )   164,820     251,094  
      $  106,575   $  855,784   $  443,007   $  2,431,220  

    For the nine months ended September 30, 2012 the major components of Administrative and Office expenses were $97,054 on account of drilling camp rent (as compared to $52,152 in 2011) and miscellaneous expense relating to the La Josefina project of $130,295 (as compared to $149,890 in 2011).

    48


    Selected Financial Information as at December 31, 2011

    The Company’s financial statements as at December 31, 2011 have been prepared in accordance with International Financial Reporting Standard 1 – First Time Adoption of International Financial Reporting Standards (“IFRS 1”) and International Accounting Standard 34 , Interim Financial Reporting (“IAS 34”) and using policies consistent with IFRS. All financial results presented in this MD&A are expressed in Canadian dollars.

    A summary of selected financial information for the years ended December 31, 2011 and December 31, 2010 is as follows:



    Year ended
    December
    31, 2011
    December
    31, 2010
    Net loss for the period (8,280,161) (3,362,240)
    Net loss for the period – basic and diluted loss per share ($0.09) ($0.07)
    Total assets 11,494,788 8,138,880
    Total non-current liabilities 125,000 125,000
    Cash dividends - -

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

    In the years ended December 31, 2011 and December 31, 2010 the Company incurred exploration expenses of $3,522,458 and $395,011, respectively. Primary components of exploration expenses in 2011 and 2010 are given in the following table:

        Years ended  
        December 31,     December 31,  
        2011     2010  
    Drilling expense $  2,556,007   $  -  
    Assay expense   356,161     99,754  
    Equipment rental expense   179,165     42,894  
    Fuel expense   128,180     52,144  
    Property payments   178,428     97,152  
    Property reports   807     20,366  
    Other   123,710     82,701  
      $  3,522,458   $  395,011  

    Expenses attributable to drilling, assay, equipment rental and fuel were all higher in 2011 as compared to 2010. The Company’s exploration efforts in 2011 were increased as the Company conducted a drilling campaign on the La Josefina property. As a result, exploration expenses were higher in 2011 compared to 2010.

    In the year ended December 31, 2011, the Company drilled 18,886 meters. There was no drilling in 2010.

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

        Years ended  
        December 31,     December 31,  
        2011     2010  
    La Josefina $  3,153,132   $  269,696  
    Bajo Pobre   3,350     51,050  
    Other   365,975     74,265  
      $  3,522,458   $  395,011  

    For the year ended December 31, 2011 the major components of Administrative and Office expenses were $76,137 on account of drilling camp rent (as compared to $68,785 in 2010) and miscellaneous expense relating to the La Josefina project of $194,753 (as compared to $145,564 in 2010).

    49


    Results of Operations

    Three and nine month periods ended September 30, 2012 as compared to the three and nine month periods ended September 30, 2011

    For the three month period ended September 30, 2012 the Company generated a net loss of $616,845 or $0.01 per share, compared to a net loss of $1,848,875, or $0.02 per share, for the three month period ended September 30, 2011. For the nine month period ended September 30, 2012 the Company generated a net loss of $2,701,881 or $0.03 per share, compared to a net loss of $5,968,320, or $0.07 per share, for the nine month period ended September 30, 2011. The decreased net loss and net loss per share was mainly a result of the majority of the Company’s exploration and, to a lesser extent, administrative expenses being reimbursed by its project partner, Eldorado. The Company also had reduced professional fees during the period ended September 30, 2012, compared to the same period in 2011 due to the Company not generating any offering expenses from private placements during the period ended September 30, 2012.

    The Company generated revenue from operator’s fees for the three and nine month periods ended September 30, 2012 of $41,613 and $85,148, respectively ($Nil in 2011). The Company generated interest and dividend income of $14,828 for the three month period ended September 30, 2012, down from $33,024 for the three month period ended September 30, 2011. The Company incurred operating expenses of $620,520 for the three month period ended September 30, 2012, down from $1,816,629 for the three month period ended September 30, 2011. The Company generated interest and dividend income of $53,620 in the first nine months of 2012, down from $60,937 in the first nine months of 2011. The Company incurred operating expenses of $2,889,105 in the first nine months of 2012, down from $5,778,586 in the first nine months of 2011. The decrease in the operating expenses in 2012 was mainly a result of decreased exploration expenses as discussed in the previous paragraph. To a lesser extent operating expenses were reduced from the period ended September 30, 2011 compared to the period ended September 30, 2012 as the Company incurred significantly reduced professional fees associated with capital raising activities.

    As disclosed above, we suspended drilling operations on La Josefina in late 2011, as we worked to renegotiate CCSA’s exploration agreement with Formicruz (leading to the execution of the amending agreement with Formicruz effective November 15, 2012). During the intervening period, we have continued to conduct reconnaissance exploration including geologic mapping, as well as, surface chip, channel and trench sampling.

    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 September 30, 2012 of $1,291,292. 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. 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.

    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.

    50


    Summary of Quarterly Results

    For quarters ending after January 1, 2010, the quarterly results have been restated to reflect accounting policies consistent with IFRS.

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

    Cash dividends

      -     -     -     -  

          September 30,     June 30,     March 31,     December 31,  
          2011     2011     2011     2010  
          $     $     $     $  
     

    Net loss for the period

      (1,848,875 )   (2,445,107 )   (1,674,338 )   (1,438,947 )
     

    Net loss per share – basic and diluted:

      (0.02 )   (0.03 )   (0.02 )   (0.03 )
     

    Working capital

      10,976,803     12,834,217     4,364,744     5,918,120  
     

    Total assets

      13,867,665     15,903,911     6,733,913     8,138,880  
     

    Total non-current liabilities

      125,000     125,000     125,000     125,000  
     

    Total shareholders’ equity

      13,048,100     14,617,572     5,965,661     7,505,089  
     

    Cash dividends

      -     -     -     -  

    Capital Resources and Liquidity

    The Company does not have any cash flow generating properties. As at September 30, 2012 the Company had $4,971,575 in cash and short term investments and working capital of $5,310,918. In the normal course of business, 30% of all funds transferred by wire 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-remunerated US dollar fixed term deposits until the Government of Argentina approves the Company’s formal application for release.

    As at November 30, 2012, the Company had approximately $5.2 million in cash and short term investments.

    As disclosed under the heading “Three Year History - Hunt Mining Corp. – Current Business”:

    CCSA, as operator, has not yet prepared a formal exploration program and budget for the Bajo Pobré property or the El Gateado property for 2013. However, the Company believes that the payments Eldorado will make under its exploration agreement will allow the Company to offset much of the associated costs.

    51


    Since our Company is still in the process of evaluating reactivation of its exploration drilling program on the La Josefina property, a formal exploration program and budget has not been prepared for 2013. However, if a decision is made to proceed, we expect that we will have sufficient working capital to fund a modest drilling program through 2013.

    Capital Resources and Liquidity as at December 31, 2011

    The Company does not have any cash flow generating properties. As at December 31, 2011 the Company had $8,840,000 in cash and short term investments and working capital of $8,261,632. In the normal course of business, 30% of all funds transferred by wire 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-remunerated US dollar fixed term deposits until the Government of Argentina approves the Company’s formal application for release.

    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 $24,324,113 through December 31, 2011. However, the Company has sufficient cash at December 31, 2011 to fund normal 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 general economic conditions in the United States and Canada are significant obstacles to raising the required funds. These factors raise doubt about the Company’s ability to continue as a going concern.

    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.

    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 fair value hierarchy established by CICA Handbook Section 3862 – Financial Instruments – Disclosures and by the proposed IFRS 9 Financial Instruments: Classification and Measurement , 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 (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), 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.

    Fair value

    The fair value of financial instruments at September 30, 2012 and December 31, 2011 is summarized as follows:

    52



        September 30, 2012     December 31, 2011  
        Carrying amount     Fair value     Carrying amount     Fair value  
        $     $     $     $  

    Financial Assets

                           

      FVTPL

                           

       Cash and equivalents (Level 1)

      4,971,575     4,971,575     8,840,000     8,840,000  

     

                           

      Available for sale

                           

       Performance bond (Level 1)

      260,258     260,258     227,596     227,596  

     

                           

      Loans and receivables

                           

       Accounts receivable (1)

      734,254     734,254     64,364     64,364  

     

                           

    Financial Liabilities

                           

      Other financial liabilities

                           

       Accounts payable and accrued liabilities

      360,415     360,415     516,696     516,696  

    (1) Accounts receivable is mainly made up of the recovery of expenses from the Company's project partner, Eldorado Gold Corp.

    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 September 30, 2012, the following are denominated in US dollars:

    Cash and equivalents $  21,669  
    Accounts payable and accrued liabilities $  69,430  

    As at September 30, 2012, the following are denominated in Argentine Peso:

    Cash and equivalents $  207,470  
    Performance bond $  260,258  
    Accounts receivable $  81,984  
    Accounts payable and accrued liabilities $  233,973  

    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, 2012, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

        Impact on net loss and  
        comprehensive loss  
           
    U.S. Dollar Exchange rate – 10% increase $  5,032  
           
    U.S. Dollar Exchange rate – 10% decrease $  (5,032 )

    At September 30, 2012, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

    53



        Impact on net loss and  
        comprehensive loss  
           
    Argentine Peso Exchange rate – 10% increase $  9,864  
           
    Argentine Peso Exchange rate – 10% decrease $  (9,864 )

    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 $207,470 at September 30, 2012 (December 31, 2011 - $747,622) are considered uninsured.

       

    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 believes there to be minimal credit risk on accounts receivable from its exploration partner due to their size and significant operations as a mid-tier mining company.

       

    The Company pays a value added tax “VAT” to the Argentine government on all expenses in Argentina. This creates a VAT receivable on the Company’s books owed to it by the government of Argentina. The Company’s receivable at September 30, 2012 is $1,291,292 (December 31, 2011 - $1,143,509). 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 believes there is significant risk of loss due to the current instability of the Argentine government.

       
    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.

       
    iv.

    Price risk

       

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


    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 June 30, 2012.

    OFF BALANCE SHEET ARRANGEMENTS

    As at December 31, 2011, we had no off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on results of operations or our financial condition.

    54


    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 eight 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 senior management are:

    Name, Province/State and
    Country of Residence and
    Position with the Company

    History with
    Company


    Principal Occupation


    Additional Employment History
    Tim Hunt

    •     Executive Chairman

    •     President, T.R.A.

    • None

    Washington, USA

           from April 2010 to

           Industries, Inc., doing

     

    Executive Chairman and Director

           current

           business as Huntwood

     

    •     Relationships to other

    •     Director from

           Industries, from 1988 to

     

          management: Father of

           December 2009 to

           current

     

          Darrick Hunt

           current

    •     Location:

     

     

    •     Chief Executive

           23800 E Appleway Ave

     

     

           Officer, Executive

           Liberty Lake, WA 99019

     

     

           Chairman and

    •     Type of business: Building

     

     

           Director of the

           products manufacturing

     

     

           Company from

           company

     

     

           December 2009 to

     

     

     

           April 2010

     

     

    Matthew Hughes

    •     President, Chief

    •     Principally employed by

    •     Executive Vice-President and Chief

    Washington, USA

           Executive Officer

           Hunt Mining, from

           Operating Officer, Hunt Mountain,

    President, Chief Executive

           and Director of the

           February 2010 to current

           1611 N. Molter Rd #201

    Officer and Director

           Company from April,

     

           Liberty Lake, WA 99019

    •     Relationships to other

           2010 to current

     

           from December 2005 to

           management:

    •     Chief Operating

     

           February 2010

           None

           Officer and Director

     

    •     Chief Geologist of Mundoro

           

           from December,

     

           Mining Inc.,

     

           2009 to April 26,

     

           543 Granville St., Suite 702

     

           2010

     

           Vancouver, B.C., Canada V6C

     

     

     

           1X8, a mining company, from

     

     

     

           October 2003 to December 2005

    Matthew Fowler

    •     Chief Financial

    •     Principally employed by

    •     Chief Financial Officer of Marifil

    Washington, USA

           Officer and Secretary

           Hunt Mining from March

           Mines, ltd ,

    Chief Financial Officer

           of the Company from

           2012 to current

           Suite 450 – 850 West Pender St.

    and Secretary

           March 2012 to current

     

           Vancouver, BC, Canada V6C

    •     Relationships to other   

           

     

           2V6, a mining company, from

           management:

     

           October 2010 to April 2012

           None

     

     

    •     Senior Consultant of Sharp

     

     

     

           Executives Associates, Inc

     

     

     

           3028 W. Grace Ave Spokane, WA

     

     

     

           99205, a consulting company, from

     

     

     

           January 2009 to February 2012

    55



    Name, Province/State and
    Country of Residence and
    Position with the Company

    History with
    Company


    Principal Occupation


    Additional Employment History
    Andrew Gertler (1)

    •     Director from June,

    •     Relationship Manager of

    •     Chairman and Chief Executive

    Quebec, Canada

           2008 to current

          Lester Asset Management

           Officer of Neutron Enterprises Inc.

    Director

     

          Inc., from July 2006 to

           1 Westmont Square, Westmont,

    •     Relationships to other

     

          current

           Quebec

           management:

     

    •     Location:

           Canada, H3X 2P9,

           None

     

          1800 McGill College Ave,

           a technology company from August

     

     

          Suite 2102,

           2004 to June 2006

     

     

          Montreal, QC, Canada

     

     

     

          H3A 3J6

     

     

     

    •     Type of business:

     

     

     

          Discretionary money

     

     

     

          management firm

     

    Bryn Harman

    •     Director from

    •     Senior Portfolio Manager

    •     Controller of MDC America, Inc., a

    Washington, USA

           December 2009 to

          of Ken Roberts Investment

           wholly-owned subsidiary of St.

    Director

           current

          Management

           Augustine Gold and Copper Ltd.

    •     Relationships to other

    •     Chief Financial

    •     Location:

           P.O. Box 1140

           management:

           Officer and Secretary

          717 W. Sprague Ave.

           Veradale, WA 99037

           None

           from December 2009

          Suite 1166

           from April, 2011 to June 2011

     

           to March 2011

          Spokane, WA 99201

    •     Chief Financial Officer of

     

     

    •     Type of business:

           HuntMountain

     

     

          Registered Investment

           1611 N. Molter Rd #20

     

     

          Advisor

           Liberty Lake, WA 99019

     

     

     

           from November 2007 to February,

     

     

     

           2010

     

     

     

    •     Director of Research of

     

     

     

           ICM Asset Management Inc.

     

     

     

           601 W Main Avenue, Ste 600

     

     

     

           Spokane, WA 9920

     

     

     

           an investment management

     

     

     

           company, from July 2002 to

     

     

     

           November 2007

    Darrick Hunt

    •     Director from

    •     Chief Financial Officer of

    •     Controller of

    Washington, USA

           December 2009 to

          T.R.A. Industries, Inc.,

           T.R.A. Industries, Inc.

    Director

           current

          doing business as

           23800 E Appleway Ave

    •     Relationships to other

     

          Huntwood Industries from

           Liberty Lake, WA 99019

          management: Son of Tim Hunt

     

          January 2006 to current

           from May 1999 to January 2006

     

     

    •     Location:

     

     

     

          23800 E Appleway Ave

     

     

     

          Liberty Lake, WA 99019

     

     

     

    •     Type of business: Building

     

     

     

          products manufacturing

     

     

     

          company

     

    Alan Chan (1) (2)

    •     Director from June,

    •     President and principal of

    •     Founder and Principal of China

    Alberta, Canada

           2008 to current

          A.C. Capital Inc. (formerly

           Pacific Industrial Corp.

    Director

     

          called A.C. Management

           Suite 328, 1333-8 th St. SW

    •     Relationships to other

     

          Inc.) from March, 1996 to

           Calgary, Alberta, Canada

          management:

     

          current

           T2R 1M6

          None

     

    •     Location:

           from July, 1994 to September, 1997

     

     

          Suite 628, 138-4 th Ave S.E.

     

     

     

          Calgary, Alberta, Canada

     

     

     

          T3E 2J4

     

     

     

    •     Type of business: Financial

     

     

     

          consulting company

     

    Scott Brunsdon (1)(2)

    •     Director from March,

    •     Chief Financial Officer of

    •     Chief Financial Officer and

    Washington, USA

           2010 to current

          International Minerals

           Corporate Secretary of

    Director

     

          Company from January,

           Revett Minerals Inc.

    •     Relationships to other

     

          2011 to current

           11115 E Montgomery, Suite G

          management:

     

    •     Location: 7950 E. Acoma

           Spokane Valley, WA 99206

          None

     

          Drive, Suite 211,

           a mining company from June, 2004

     

     

          Scottsdale, AZ 85260

           to December, 2009

     

      •     Type of business: Mining  

     

            company  

    56



    Name, Province/State and
    Country of Residence and
    Position with the Company

    History with
    Company


    Principal Occupation


    Additional Employment History
    Jacques Perron, P.Eng. (2)

    •     Director from May,

    •     President and Chief

    •     Senior Vice President, Americas

    Ontario, Canada

           2010 to current

           Executive Officer of St

           for Iamgold Inc.

    Director

     

           Andrew Goldfields Ltd.

           401 Bay St., Suite 3200

     •     Relationships to other  

     

           from October 2007 to

           Toronto, ON, Canada M5H2Y4, a

           management:  

     

           current

           mining company from November

           None

     

    •      Location:

           2006 to October 2007

     

           20 Adelaide St. East, Ste 1500

    •     Vice-President, Canada of Cambior  Inc.

     

     

           Toronto, ON, Canada

           750-111 Rue Saint-Charles,

     

     

           M5C 2T6

           Longueuil, QC, Canada

     

     

    •     Type of business: Mining

           J4K 5G4, a mining company, from

     

     

           company

           2004 to 2006

    Notes:

      (1)

    Member of the Audit Committee.

      (2)

    Member of the Compensation Committee.

    Involvement in Certain Legal Proceedings

    During the past ten years, Messrs. T. Hunt, Hughes, Gertler, Harman, D. Hunt, Chan, Brunsdon, Perron and Mr. Fowler have not been the subject of the following events:

    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;

    57



    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:

    • Andrew Gertler
    • Alan Chan
    • Jacques Perron
    • Scott Brunsdon

    Audit Committee and Financial Expert

    Our Audit Committee consists of Scott Brunsdon, Andrew Gertler and Alan Chan. Messrs. Brunsdon and Gertler are independent under the listing standards regarding “independence” of the NYSE MKT Equities Exchange. Mr. Chan is not independent as he was the former Chief Financial Officer of our Company within the past three years.

    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. Each of Mr. Brunsdon and Mr. Gertler are 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.

    58


    Our Audit Committee Financial Expert is Scott Brunsdon.

    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 members: Scott Brunsdon, Jacques Perron and Alan Chan. Mr. Brunsdon and Mr. Perron are independent. Mr. Chan is not independent as he was the former Chief Financial Officer of our Company within the past three years.

    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. Brunsdon and Mr.Perron are and have been executive officers of several public companies and Mr. Chan has been involved with public companies for the past 12 years and, as such, each of the members of the Compensation Committee 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 2011:




    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 15,200 Nil 26,372 Nil Nil Nil 41,572
    Darrick Hunt 15,200 Nil 17,500 Nil Nil Nil 32,700
    Alan Chan 15,200 Nil 11,071 Nil Nil Nil 26,271
    Scott Brunsdon 18,000 Nil 25,000 Nil Nil Nil 43,000
    Jacques Perron 15,200 Nil 25,000 Nil Nil Nil 40,200

    Notes:

    (1)

    Compensation information for each of Messrs. Hughes, Harman and 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 9 to our consolidated financial statements for the fiscal year ended December 31, 2011.

    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, 2011, 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. Bryn Harman, the Corporation’s former Chief Financial Officer, Ms. Vicki Streng, the Corporation’s Interim Chief Financial Officer and Secretary, Mr. Tim Hunt, the Corporation’s Executive Chairman of the Board of Directors and former Chief Executive Officer, and Danilo Silva, President of Cerro Cazador S.A., a wholly-owned subsidiary of the Corporation.

    59


    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.

    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
    ($)

    Annual
    Incentive
    Plan
    ($)

    Long-term
    Incentive
    Plan
    ($)
    Matthew Hughes (1)
    President and Chief
    Executive Officer
    2011
    2010
    2009
    197,280
    186,625
    4,338
    Nil
    Nil
    Nil
    Nil
    Nil
    130,000
    45,501
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    242,781
    186,625
    134,338
    Bryn Harman (2)
    Former Chief
    Financial Officer
    and Secretary
    2011
    2010
    2009
    46,333
    145,087
    3,147
    Nil
    Nil
    Nil
    Nil
    Nil
    130,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    46,333
    145,087
    133,147
    Vicki Streng (3)
    Interim Chief
    Financial Officer
    and Secretary
    2011
    2010
    2009
    78,737
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    30,571
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    109,308
    Nil
    Nil

    60







    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
    ($)

    Annual
    Incentive
    Plan
    ($)

    Long-term
    Incentive
    Plan
    ($)
    Tim Hunt (4)
    Executive
    Chairman and Former Chief
    Executive Officer
    2011
    2010
    2009

    123,537
    129,600
    Nil

    Nil
    Nil
    Nil

    Nil
    258,250
    130,000

    45,836
    Nil
    Nil

    Nil
    Nil
    Nil

    Nil
    Nil
    Nil

    Nil
    Nil
    Nil

    169,373
    387,850
    130,000

    Danilo Silva
    President, Cerro
    Cazador S.A.
    2011
    2010
    2009
    146,546
    139,769
    144,843
    Nil
    Nil
    Nil
    Nil
    Nil
    130,000
    25,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    171,546
    139,769
    274,843

    Notes:

    (1)

    Mr. Hughes was appointed Chief Executive Officer of the Company on April 26, 2010. Mr. Hughes was President and 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, 2011 in respect of his duties as a director of the Company.

    (2)

    Mr. Harman was appointed Chief Financial Officer and Secretary of the Company on December 23, 2009. Mr. Harman resigned as the Chief Financial Officer and Secretary of the Company effective March 24, 2011. Mr. Harman was appointed to the Company’s Board of Directors on December 23, 2009. Mr. Harman began receiving compensation on April 1, 2011, subsequent to his resignation as CFO and Secretary, in respect of his duties as a director of the Company.

    (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.

    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.

    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.

    61


    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, 2011:

    Named Executive Officer Option–based Awards Share-based Awards
    Number of
    securities
    underlying
    unexercise
    d
    options

    (#)
    Option
    exercise
    price
    ($)
    Option
    expiration
    date
    Value of
    unexercise d
    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
    President and Chief
    Executive Officer
    500,000

    $0.30

    12/23/2014

    Nil

    Nil

    Nil

    Nil

    Bryn Harman (2)
    Former Chief Financial
    Officer and Secretary
    500,000

    $0.30

    12/23/2014

    Nil

    Nil

    Nil

    Nil

    Vicki Streng (3)
    Interim Chief Financial
    Officer and Secretary
    Nil

    Nil

    N/A

    Nil

    Nil

    Nil

    Nil

    Tim Hunt
    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

    $0.30

    12/23/2014

    Nil

    Nil

    Nil

    Nil


    Note:

     
       
    (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, 2011, which was $0.21, and the exercise price of the options, multiplied by the number of options.

    (2)

    Mr. Harman resigned as Chief Financial Officer and Secretary effective March 24, 2011.

    (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.

    Incentive Plan Awards – Value Vested or Earned

    The following table shows the incentive plan awards value vested during 2011 as well as the annual cash incentive earned for each Named Executive Officer:






    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
    President and Chief Executive Officer
    17,500
    Nil
    Nil
    Bryn Harman (2)
    Former Chief Financial Officer and Secretary
    17,500
    Nil
    Nil
    Vicki Streng (3)
    Interim Chief Financial Officer and Secretary
    Nil
    Nil
    Nil
    Tim Hunt
    Executive Chairman
    17,500
    (42,500)
    Nil
    Nil
    Danilo Silva
    President, Cerro Cazador S.A.
    17,500 Nil Nil

    62



    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. Harman resigned as Chief Financial Officer and Secretary effective March 24, 2011.

    (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.

    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, 2011:

    Directors (1) Option–based Awards Share-based Awards


    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
    $0.30
    $0.30
    $0.31
    07/28/2013
    12/23/2014
    01/27/2016
    Nil

    Nil

    Nil

    Nil

    Darrick Hunt
    500,000
    $0.30
    12/23/2014
    Nil
    Nil
    Nil
    Nil
    Alan Chan


    52,470
    150,000
    100,000
    197,530
    $0.30
    $0.30
    $0.65
    $0.31
    07/28/2013
    12/23/2014
    01/18/2015
    01/27/2016
    Nil


    Nil


    Nil


    Nil


    Scott Brunsdon
    500,000
    $0.30
    12/15/2015
    Nil
    Nil
    Nil
    Nil
    Jacques Perron
    500,000 $0.30 12/15/2015 Nil Nil Nil Nil

    Notes:

    (1)

    Outstanding option-based and share-based awards information for each of Messrs. Hughes, Harman 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, 2011, which was $0.21, 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 2011 as well as the annual cash incentive earned for each director during 2011:

    63






    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 26,372 Nil Nil
    Darrick Hunt 17,500 Nil Nil
    Alan Chan 11,071 Nil Nil
    Scott Brunsdon 25,000 Nil Nil
    Jacques Perron 25,000 Nil Nil

    Notes:

    (1)

    Information for each of Messrs. Hughes, Harman 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

    At the end of 2011 the Company did not have any employment contracts in place. During the fiscal year beginning January 1, 2012 the Company entered in employment contracts with its executive officers.

    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 $123,537 in 2011 and $129,600 in 2010, during both years 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.

    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 $240,000 per annum effective January 1, 2012. Mr. Hughes’s received salary compensation of $197,280 in 2011 and $186,625 in 2010, during both years 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 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 $480,000.

    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 was not employed at the Company in 2011 and 2010. 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.

    64


    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 $180,000 per annum effective January 1, 2012. Mr. Silva received salary compensation of $146,546 in 2011 and $139,769 in 2010, during both years 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 $180,000.

    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 $78,737 in 2011 and was not employed with the Company in 2010, during 2011 Mrs. Streng did not have an employment agreement with the Company. Mrs. Streng is 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 his contract with the Company she would be owed a lump sum payment of $86,250.

    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.

    65


    Equity Compensation Plans

    The following table sets forth, as at December 31, 2011, the equity compensation plans pursuant to which equity securities of the Company may be issued:









    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
    5,997,470

    $0.35

    4,063,863

    Equity compensation plans not
    approved by securityholders
    Nil

    Nil

    Nil

    Total 5,997,470 $0.35 4,063,863

    Critical Accounting Policies and Estimates

    The consolidated financial statements as of December 31, 2011 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 its functional currency. Financial statements are translated to their Canadian dollar equivalents using the current rate method. Under this method, the statements of operations 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.

    66


    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.

    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 profit or 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.

    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.

    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

    67


    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 profit or 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.

    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. 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-remunerated 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 $350,889 (December 31, 2010 - $199,423, January 1, 2010 - $103,640).

    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.

    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 less their residual values 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

    68


    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 statements of loss and comprehensive loss. The Company charges to the consolidated statements 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 for environmental restoration, restructuring costs and legal claims, where applicable, are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated 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 property and equipment and exploration and evaluation expenditures. These obligations consist of costs 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. At December 31, 2011 the Company has not recorded any provisions (December 31, 2010 - $Nil, January 1, 2010 -$Nil).

    Current and deferred income tax

    Income tax expense represents the sum of current tax and deferred tax expense. Income tax is recognized in the statement of 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.

    69


    The Company follows the liability method of accounting for deferred taxes. Under this method, deferred income 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 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 income 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 income 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.

    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.

    Revenue Recognition

    Interest income is accrued at the end of accounting periods on a proportion of time basis.

    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.

    70


    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, 2013, with earlier adoption permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 continued 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.

    71


    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 or US GAAP.

    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.

    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 the Company beginning on January 1, 2012, with retrospective application and early adoption permitted. The adoption of the amendments to this standard is not expected to have a material impact on the Company's consolidated financial statements.

    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. While the Company is not yet in the production phase, the Company is currently assessing the future impact of this interpretation.

    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 will was for the year ending December 31, 2011.

    The IFRS accounting policies as presented in Note 4 have been applied in preparing the consolidated financial statements for the year ended December 31, 2011, the comparative year and the opening statement of financial position at the date of transition.

    72


    (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.

    (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.

    (c) Reconciliations from Canadian generally accepted accounting principles (“GAAP”) to 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

      a)

    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:

    73



    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.

      b)

    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.

      c)

    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.

      d)

    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.

    Principal Shareholders

    To the knowledge of the Company’s directors and executive officers, as at November 30, 2012, 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:

    74




    Name

    Number of Common Shares
    Percentage of Outstanding
    Common Shares
    HuntMountain Resources Ltd. (1) 50,000,000 (2)(3) 41.15%

    Notes:

    (1)

    These shares are owned directly and indirectly by HuntMountain. HuntMountain is a company controlled by Mr. Tim Hunt, Executive Chairman of the Company.

    (2)

    Includes 20,881,493 common shares issuable 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 is 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 shall 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. It is anticipated that HuntMountain and HuntMountain Investments will convert all of their respective convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. The conversion of Hunt Mining’s outstanding convertible preferred shares remains subject to the approval of the TSXV.

    (3)

    Also includes 1,455,926 Hunt Mining common shares registered in the name of HuntMountain Investments. It is expected that such Hunt Mining common shares, and the 1,044,075 Hunt Mining common shares that are anticipated to be issued to HuntMountain Investments upon conversion of its convertible preferred 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.

    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

    Security Ownership of Certain Beneficial Owners and Management

    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.

    The following table sets out the name, province or state and country of residence, number of shares owned, and percentage ownership holdings beneficially owned or controlled or directed, directly or indirectly of each director or 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 1
    Common Shares of the
    Company Beneficially Owned,
    or Controlled or Directed,
    Directly or Indirectly (1)


    Percentage of Common
    Shares held (2)
    Tim Hunt (5)
    Executive Chairman and Director
    Darrick Hunt, CPA (5)
    Director
    Greenacres,
    Washington, USA

    51,550,000 (3)(4)




    47.8%



    Andrew Gertler (6)
    Quebec, Canada
    Director

    590,000

    0.54%
    Alan P. Chan (6)(7)
    Calgary, Alberta
    Director

    780,000

    0.72%
    Danilo Silva
    Pigue, Argentina
    Director

    650,000

    0.60%

    75






    Name and Municipality of Residence 1
    Common Shares of the
    Company Beneficially Owned,
    or Controlled or Directed,
    Directly or Indirectly (1)


    Percentage of Common
    Shares held (2)
    Scott Brunsdon (6)(7)
    Liberty Lake,
    Washington
    Director

    550,000


    0.51%

    Jacques Perron (7)
    Ontario, Canada
    Director

    550,000

    0.51%
    Bryn Harman
    Spokane, WA
    Director

    570,000

    0.53%
    Matthew Hughes
    Spokane, WA
    President and Chief Executive Officer

    750,000

    0.70%
    Matt Fowler
    Spokane, WA
    Chief Financial Officer and Secretary

    250,000

    0.23%

    Notes:

    (1)

    Information as to common shares beneficially owned by each officer or director or over which such officers or directors exercise control or direction has been furnished by the respective officers and directors individually.

       
    (2)

    The percentage is calculated based on 100,613,330 common shares and 7,147,470 exercisable options that were outstanding as of November 30, 2012.

       
    (3)

    Includes 20,881,493 common shares issuable 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 is 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 shall 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. It is anticipated that HuntMountain and HuntMountain Investments will convert all of their respective convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. The conversion of Hunt Mining’s outstanding convertible preferred shares remains subject to the approval of the TSXV.

       
    (4)

    Also includes 1,455,926 Hunt Mining common shares registered in the name of HuntMountain Investments. It is expected that such Hunt Mining common shares, and the 1,044,075 Hunt Mining common shares that are anticipated to be issued to HuntMountain Investments upon conversion of its convertible preferred 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)

    The 50,000,000 common shares are directly and indirectly owned by HuntMountain. Mr. Tim Hunt, Mr. Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% of the shares of HuntMountain. Mr. Tim Hunt, 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.

       
    (6)

    Member of our Audit Committee.

       
    (7)

    Member of our Compensation Committee.

    As of December 31, 2011, the directors and officers above collectively beneficially owned, or controlled or directed, directly or indirectly, 29,426,507 Common Shares and 20,881,493 Preferred Shares, representing 40.22% and 100%, respectively, of the issued and outstanding Common Shares and Preferred Shares.

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

    76


    Major Shareholders of the Company as of November 30, 2012

    Name and Municipality of Residence 1




    Common Shares of the
    Company Beneficially
    Owned, or Controlled or
    Directed, Directly or
    Indirectly
    Percentage of Common
    Shares held (1)



    HuntMountain Resources Ltd. (2)
    Liberty Lake, WA
    USA
    27,662,581 27.49 (3)
    HuntMountain Investments, LLC (4)
    Liberty Lake, WA
    USA
    1,455,926 1.45%
    RBC Global Asset Management Inc. (5)
    Toronto, ON, Canada
    13,500,000 (6) 13.42%

    Notes:

    (1)

    The percentage is calculated based on the 100,613,330 common shares that were outstanding as of November 30, 2012.

       
    (2)

    HuntMountain is a U.S. public company. Mr. Tim Hunt, Mr. Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% of the shares of HuntMountain. Mr. Tim Hunt, Executive Chairman of Hunt Mining, is also the Chair, President and a director of HuntMountain. Mr. Darrick Hunt, a director of Hunt Mining, is also a director of HuntMountain.

       
    (3)

    Does not include 20,881,493 common shares issuable 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 is 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 shall 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. It is anticipated that HuntMountain and HuntMountain Investments will convert all of their respective convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. The conversion of Hunt Mining’s outstanding convertible preferred shares remains subject to the approval of the TSXV.

       
    (4)

    HuntMountain Investments is a wholly-owned subsidiary of HuntMountain. It is anticipated that the 1,455,926 Hunt Mining common shares registered in the name of HuntMountain Investments, and the 1,044,075 Hunt Mining common shares that are anticipated to be issued to HuntMountain Investments upon conversion of its convertible preferred 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)

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

       
    (6)

    Based on public filings, shareholdings as at November 30, 2010 on behalf of client accounts over which RBC Global Asset Management Inc. has discretionary trading authority.

    As at November 30, 2012, approximately 93.8% of our Company’s common shares were held by 2 shareholders of record with addresses in the United States; all of our 20,881,493 convertible preferred shares were held by two shareholders of record with addresses in the United States, namely, HuntMountain and its wholly-owned subsidiary, HuntMountain Investments.

    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 (given that the conversion of our convertible preferred shares remains subject to the approval of the TSXV).

    77



    Name and Municipality of Residence 1




    Common Shares of the
    Company Beneficially
    Owned, or Controlled or
    Directed, Directly or
    Indirectly
    Percentage of Common
    Shares held (1)



    Tim Hunt. (2)
    Liberty Lake,
    Washington, USA
    7,505,237 7.5%
    Hunt Family Limited Partnership (3)
    Liberty Lake, WA
    USA
    38,870,299 38.63%
    Darrick Hunt (4)
    Liberty Lake, WA
    USA
    907,423 1%
    RBC Global Asset Management Inc. (5)
    Toronto, ON, Canada
    13,500,000 (6) 13.42%

    Notes:

    (1)

    The percentage is calculated based on the 100,613,330 common shares that were outstanding as of November 30, 2012.

       
    (2)

    Mr. Tim Hunt is our Company’s Executive Chairman

       
    (3)

    Hunt Family Limited Partnership is an entity controlled by Tim Hunt.

       
    (4)

    Mr. Darrick Hunt is a director of Hunt Mining.

       
    (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, shareholdings as at November 30, 2010 on behalf of client accounts over which RBC Global Asset Management Inc. has discretionary trading authority.

    Transactions with Related Parties

    During the three and nine months ended September 30, 2012, the Company paid US$44,490 and US$94,799 (September 30, 2011 - US$21,510 and US$64,347) respectively to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space. In prepaid expenses as at September 30, 2012, the Company had prepaid rent of US$21,227 (December 31, 2011 – US$Nil).

    During the three and nine months ended September 30, 2012, the Company incurred $44,061 and $147,095 (September 30, 2011 – $37,525 and $106,363) respectively in professional fees expense relating to the services of the President of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2012 was $14,876 (December 31, 2011 - $12,773) owing to the President of CCSA for professional geological fees. Included in prepaid expenses as at September 30, 2012, the Company had a receivable due from the President of CCSA for $2,051 (December 31, 2011 - $3,100) for cash advanced for field expenses.

    During the three and nine months ended September 30, 2012, the Company incurred $6,678 and $22,800 (September 30, 2011 – $4,670 and $17,965) respectively in general and administrative expenses relating to rent paid for office space to the President of CCSA.

    During the three and nine months ended September 30, 2012, the Company incurred $14,933 and $43,506 (September 30, 2011 - $24,330 and $80,892) respectively 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, 2012, the Company had a payable owing to the director of CCSA of $5,760 (December 31, 2011 – $5,193). Included in prepaid expenses as at September 30, 2012, the Company had a receivable due from the director of CCSA of $1,042 (December 31, 2011 - $166) for cash advanced for miscellaneous expenses.

    78


    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, 2011, the balance owed by HuntMountain to Hunt Mining was $157,000. The Company has contacted HuntMountain’s management and has confirmed that approximately $40,000 will be received by December 31, 2012, with the balance collected by December 31, 2014.

    During the three months ended June 30, 2012, the Company paid US$28,007 (three months ended June 30, 2011 -US$21,067) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space. During the six months ended June 30, 2012, the Company paid US$50,308 (six months ended June 30, 2011 – US$42,837) to HuntMountain for the rental of office space.

    During the three months ended June 30, 2012, the Company incurred $58,189 (three months ended June 30, 2011 –$36,205) in professional fees expense relating to the services of the President of CCSA. During the six months ended June 30, 2012, the Company incurred $103,034 (six months ended June 30, 2011 - $68,838) in professional fees expense relating to the services of the President of CCSA. Included in accounts payable and accrued liabilities as at June 30, 2012 was $27,051 (December 31, 2011 - $12,773) owing to the President of CCSA for professional geological fees.

    Included in prepaid expenses as at June 30, 2012, the Company had a receivable due from the President of CCSA for $117 (December 31, 2011 - $3,100) for cash advanced for field expenses.

    During the three months ended June 30, 2012, the Company incurred $9,175 (three months ended June 30, 2011 –$6,620) in general and administrative expenses relating to rent paid for office space to the President of CCSA. During the six months ended June 30, 2012, the Company incurred $16,122 (six months ended June 30, 2011 -$13,295) in general and administrative expenses relating to rent paid for office space to the President of CCSA.

    During the three months ended June 30, 2012, the Company incurred $16,436 (three months ended June 30, 2011 -$27,943) in professional fees expense relating to the accounting services of a director of CCSA. During the six months ended June 30, 2012, the Company incurred $28,573 (six months ended June 30, 2011 - $56,562) in professional fees expense relating to the accounting services of a director of CCSA. Included in accounts payable and accrued liabilities as at June 30, 2012, the Company had a payable owing to a director of CCSA for accounting services of $5,416 (December 31, 2011 – $5,027).

    During the year ended December 31, 2011, the Company paid US$85,761 (2010 - US$87,116) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, 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 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 the President of CCSA for professional geological fees.

    Included in prepaid expenses as at December 31, 2011, the Company had a receivable due from 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 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 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 Company’s chairman, for $Nil (2010 - $44,419).

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

    79


    During the year ended December 31, 2011, the Company paid US$23,973 (2010 - US$21,453) to Huntwood Industries, an entity controlled by 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.

    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. The Company has credited the $43,000 against the $200,000 receivable leaving an outstanding balance owed by HuntMountain to Hunt Mining of $157,000. The Company has contacted Hunt Mountain’s management and has confirmed that approximately $40,000 will be received by December 31, 2012, with the balance collected by December 31, 2014.

    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 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.

    All related party transactions related to the normal course of business and are recorded at the exchange amount.

    Patagonia Drill Mining Services S.A. Payables

    As a condition of the Qualifying Transaction, HuntMountain entered into an agreement with CCSA pursuant to which HuntMountain agreed to pay all of CCSA’s remaining accounts payable owed to PDM. In order to pay all of our payables owing to PDM in accordance with the terms of the qualifying transaction, management of HuntMountain negotiated an agreement with PDM pursuant to which HuntMountain agreed to purchase all remaining accounts payable owed by CCSA to PDM for total consideration of US$1,061,695. This amount excluded the $612,850 deposit made by HuntMountain against the PDM payables in 2008. Therefore, the $612,850 deposit amount was applied to CCSA’s PDM payables concurrently with the signing of the agreement. Therefore, we recorded a $612,850 payable owing to HuntMountain on December 31, 2009.

    HuntMountain forgave the due to related party liability of $612,850 and all of the accounts payable purchased from PDM pursuant to an agreement between CCSA and HuntMountain dated March 5, 2010. This had the same effect as the original agreement between CCSA and HuntMountain except no further equity was issued by CCSA, as was contemplated in the original agreement, and the PDM payables were extinguished immediately as opposed to the fifteen month term contemplated in the original agreement.

    All related party transactions related to the normal course of business and are 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.

    80


    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 and 2011, and through the first eleven months of 2012:

    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
    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

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    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 100,613,330 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, Darrick Hunt and the Hunt Family Limited Partnership (an entity owned and controlled by Tim Hunt) own approximately 89% 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. Tim Hunt is the Executive Chairman and a director of our Company, and Darrick Hunt is a director of our Company. Any common shares of our Company that are directly or indirectly acquired by Tim Hunt, Darrick Hunt and the Hunt Family Limited Partnership pursuant to this prospectus, or otherwise, will be considered to form part of a control block of our common shares, and each of Tim Hunt, Darrick Hunt and the Hunt Limited Partnership 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 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). However, 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.

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    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.

    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:

    Our By-laws also provide that, subject to our Articles:

    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.

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    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:

    Our Articles provide that:

    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:

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    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.

    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.

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    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 (there are currently 153 WTO members), 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.

    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 2012 threshold is CAD$330 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

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      (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.

    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.

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    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.

    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.

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    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:

    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.

    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.

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    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.

    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.

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    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.

    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.

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    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.

    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.

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    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.

    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.

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    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 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.

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    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.

    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, 2011.

    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.

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    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.

    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.

    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.

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    INDEX TO FINANCIAL STATEMENTS

    Annual Financial Statements for the Year Ended December 31, 2011 and 2010  
    Management’s Report F-2
    Report of the Company’s Registered Independent Accounting Firm F-3
    Consolidated Statements of Financial Position as at December 31, 2011 and 2010, and January 1, 2010 F-4
    Consolidated Statements of Loss and Comprehensive Loss for the Years Ended December 31, 2011 and 2010 F-5
    Consolidated Statement of Changes in Shareholders’ Equity F-6
    Consolidated Statements of Cash Flows F-7
    Notes to the Consolidated Financial Statements F-8

    Interim Financial Statements for the Period Ended September 30, 2012 and 2011  
    Consolidated Interim Statements of Financial Position as at September 30, 2012 and 2011 F-40
    Consolidated Interim Statements of Loss and Comprehensive Loss for the Nine Months ended September 30, 2012 and 2011 F-41
    Consolidated Interim Statement of Changes in Shareholders’ Equity F-42
    Consolidated Interim Statements of Cash Flows F-43
    Notes to the Consolidated Interim Financial Statements F-44

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    Audited Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years Ended December 31, 2011 and 2010

    F-1


    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 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
       
    Liberty Lake, Washington  
    April 26, 2012  

    F-2


    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, 2011, December 31, 2010 and January 1, 2010 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2011 and December 31, 2010, 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, 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. 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 financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the 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 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 evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the 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, 2011, December 31, 2010 and January 1, 2010, and their financial performance and their cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with International Financial Reporting Standards.

    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 no revenues and has accumulated losses of $24,324,113. These conditions indicate the existence of a material uncertainty which may cast significant doubt on Hunt Mining Corp.’s ability to continue as a going concern.

    April 26, 2012 /s/ MNP LLP
    Calgary, Alberta Chartered Accountants

    F-3



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
    Consolidated Statements of Financial Position

          December 31,     December 31,     January 1,  

     

    NOTE   2011     2010     2010  

     

              (Note 18)     (Note 18)  

    CURRENT ASSETS:

                       

     Cash and equivalents

    7 $  8,840,000   $  6,361,897   $  3,165,966  

     Accounts receivable

        64,364     53,943     11,648  

     Prepaid expenses

        46,020     11,071     -  

     Deposits receivable

    12   52,177     -     -  

     Deferred income tax

        -     -     208,754  

       Total Current Assets

        9,002,561     6,426,911     3,386,368  

     

                       

    NON-CURRENT ASSETS:

                       

     Property and equipment

    8   824,289     632,000     704,754  

     Performance bond

        227,596     257,208     209,303  

     V.A. Tax, net of discount

        1,143,509     622,761     513,636  

     Deposits receivable

    12   104,354     200,000     200,000  

     Minimal presumed income tax receivable

        192,479     -     214,044  

       Total Non-Current Assets:

        2,492,227     1,711,969     1,841,737  

     

                       

    TOTAL ASSETS:

      $  11,494,788   $  8,138,880   $  5,228,105  

     

                       

    CURRENT LIABILITIES:

                       

     Accounts payable and accrued liabilities

      $  516,696   $  318,679   $  1,444,729  

     Taxes payable

        224,233     76,851     127,919  

     Shareholder loan

    12   -     103,021     842,668  

     Interest payable on shareholder loan

        -     10,240     3,698  

     Due to related parties

        -     -     612,850  

       Total Current Liabilities:

        740,929     508,791   $  3,031,864  

     

                       

     Other non-current liabilities

    15 (c)   125,000     125,000     -  

       Total Long-Term Liabilities:

        125,000     125,000     -  

     

                       

    TOTAL LIABILITIES:

      $  865,929   $  633,791   $  3,031,864  

     

                       

    SHAREHOLDERS' EQUITY

                       

     Preferred shares

    9 $  177,417   $  177,417     177,417  

     Share capital

    9   25,885,064     18,250,138     13,989,654  

     Contributed surplus

    10   3,159,826     2,339,072     460,882  

     Warrants

    9   5,860,183     2,838,467     250,000  

     Deficit

        (24,324,113 )   (16,043,952 )   (12,681,712 )

     Accumulated other comprehensive loss

        (129,518 )   (56,053 )   -  

       Total Shareholders' Equity:

      $  10,628,859   $  7,505,089   $  2,196,241  

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

      $  11,494,788   $  8,138,880   $  5,228,105  

     

                       

    Going Concern (Note 3)

                       

    Subsequent Events (Note 17)

                       

    Commitments and Contingencies (Note 15)

                       

    Approved on behalf of the Board of Directors

    Signed "Tim Hunt" Director
       
    Signed "Matt Hughes" Director

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

    F-4



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
     
    Consolidated Statements of Loss and Comprehensive Loss

     

        Years ended December 31,  

     

    NOTE   2011     2010  

     

              (Note 18)  

    OPERATING EXPENSES:

                 

           Professional fees

        1,188,067     954,580  

           Directors fees

        91,937     -  

           Exploration expenses

        3,522,458     395,011  

           Travel expenses

        352,576     256,664  

           Administrative and office expenses

        913,124     656,272  

           Payroll expenses

        1,179,840     945,383  

           Share based compensation

    10   410,912     1,010,783  

           Interest expense and banking charges

        66,282     66,327  

           Depreciation

    8   112,448     113,497  

     

                 

           Total operating expenses

        7,837,644     4,398,517  

     

                 

    OTHER INCOME/(EXPENSE):

                 

           Interest income

        87,083     21,269  

           Debt forgiveness gain

        -     1,637,578  

           Gain on debt discount

        3,085     21,870  

           Miscellaneous income

        420     24,632  

           Taxes

        (89,636 )   (5,500 )

           Bank fees

        (3,388 )   (2,362 )

           VAT discount and accretion

        (332,308 )   2,397  

           Loss on foreign exchange

        (109,758 )   (11,041 )

           Contingent liability accrual

        -     (125,000 )

     

                 

           Total other income/(expense):

        (444,502 )   1,563,843  

     

                 

    LOSS - before income tax

        (8,282,146 )   (2,834,674 )

     

                 

    Income tax (expense) recovery

        1,985     (527,566 )

     

                 

    NET LOSS FOR THE YEAR to equity owners

      $  (8,280,161 ) $  (3,362,240 )

     

                 

    Other comprehensive loss:

                 

     Change in value of performance bond

        (29,612 )   47,905  

     Translation of assets and liabilities into Canadian dollar reporting currency

        (43,853 )   (103,958 )

     

                 

    TOTAL NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR

      $  (8,353,626 ) $  (3,418,293 )

     

                 

     

                 

    Weighted average shares outstanding - basic and diluted

        88,180,466     47,172,054  

     

                 

    NET LOSS PER SHARE - BASIC AND DILUTED

      $  (0.09 ) $  (0.07 )

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

    F-5



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
     
    Consolidated Statement of Changes in Shareholders' Equity

                    Accumulated                          
                    Other                          
                    Comprehensive     Contributed              Preferred        
        Share Capital     Deficit     Loss     Surplus     Warrants     Shares     Total  
                                               

    Balance - January 1, 2010

    $  13,989,654   $  (12,681,712 ) $  -   $  460,882   $  250,000   $  177,417     2,196,241  

     

                                          -  

    Net Loss

      -     (3,362,240 )   -     -     -     -     (3,362,240 )

    Other comprehensive loss

      -     -     (56,053 )   -     -     -     (56,053 )

    Share Capital Issued

      4,260,484     -     -     -     -     -     4,260,484  

    Fair value of warrants issuable pursuant to broker compensation units

      -     -     -     637,512     -     -     637,512  

    Exercise of agent's options

      -     -     -     (20,105 )   -     -     (20,105 )

    Expiration of warrants

      -     -     -     250,000     -     -     250,000  

    Share issue costs and filing statement fees

      -     -     -     -     -     -     -  

    Portion of units attributable to warrants issued

      -     -     -     -     2,588,467     -     2,588,467  

    Share based compensation

      -     -     -     1,010,783     -     -     1,010,783  

    Balance - December 31, 2010

    $  18,250,138   $  (16,043,952 ) $  (56,053 ) $  2,339,072   $  2,838,467   $  177,417   $  7,505,089  

     

                                             

     

                                             

    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  

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

    F-6



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
     
    Consolidated Statements of Cash Flows

          Years ended December 31,  
      NOTE   2011     2010  
                (Note 18)  

     

                 

    CASH FLOWS FROM OPERATING ACTIVITIES:

                 

     Net loss

      $ (8,280,161 ) $  (3,362,240 )

       Items not affecting cash

                 

                 Debt forgiveness gain

    12   -     (1,637,578 )

                 Deferred income tax

        -     208,754  

                 Contingent liability

        -     125,000  

                 Depreciation

    8   112,448     113,497  

                 Unrealized foreign exchange (loss)

        (43,853 )   (101,366 )

                 Minimal presumed income tax receivable

        (192,479 )   214,044  

                 V.A. tax

        (520,748 )   (109,125 )

                 Share based compensation

    10   410,912     1,010,783  

     

                 

       Net change in non-cash working capital

                 

                 Increase in accounts receivable

        (10,421 )   (42,295 )

                 Decrease (increase) in prepaid expenses

        165,051     (11,071 )

                 Increase in deposits receivable

    12   (156,531 )   -  

                 Increase (decrease) in accounts payable and acrrued liabilities

        198,017     (101,322 )

                 Increase (decrease) in taxes payable

        147,382     (51,068 )

     

                 

                                                                 Net cash used in operating activities

        (8,180,623 )   (3,737,445 )

     

                 

    CASH FLOWS FROM INVESTING ACTIVITIES:

                 

       Acquisition of property and equipment

        (304,737 )   (43,335 )

                                                                   Net cash used in investing activities

        (304,737 )   (43,335 )

     

                 

    CASH FLOWS FROM FINANCING ACTIVITIES:

                 

       Proceeds from issuance of share capital, net of share issue costs

        11,066,484     7,716,358  

       Repayments of shareholder loan

        (103,021 )   (739,647 )

                                                       Net cash provided by financing activities

        10,963,463     6,976,711  

     

                 

    NET INCREASE IN CASH AND EQUIVALENTS

      $ 2,478,103   $  3,195,931  

     

                 

    CASH AND EQUIVALENTS, BEGINNING OF YEAR

        6,361,897     3,165,966  

     

                 

    CASH AND EQUIVALENTS, END OF YEAR

      $ 8,840,000   $  6,361,897  

     

                 

    Cash and cash equivalents consist of:

                 

                   Cash

        7,840,000     896,897  

                   Term deposits

        1,000,000     5,465,000  

     

        8,840,000     6,361,897  

     

                 

    SUPPLEMENTAL CASH FLOW INFORMATION

                 

     

                 

           Taxes paid

        (89,636 )   (5,500 )

           Interest received

        71,339     71  

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

    F-7



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    1.     Nature of Business

    Hunt Mining Corp., previously Sinomar Capital Corporation (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. Prior to December 23, 2009, the Company was a Capital Pool Company within the meaning ascribed by Policy 2.4 of the TSX Venture Exchange. On that date, the Company completed its Qualifying Transaction, the acquisition of all of the issued and outstanding shares of Cerro Cazador S.A. (“CCSA”), an Argentine minerals exploration company, in a reverse takeover transaction (“RTO”).

    Subsequent to the RTO, the Company changed its name to Hunt Mining Corp.

    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:

        Percentage
    Corporation Incorporation ownership
    CCSA Argentina 100%
    Hunt Gold USA LLC Washington, USA 100%
    1494716 Alberta Ltd. Alberta 100%

    As of December 31, 2011, 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.

    The consolidated financial statements were authorized for issue on April 26, 2012 by the Board of Directors of the Company.

    2.    Basis of presentation and adoption of IFRS

    In 2010, the CICA Handbook was revised to incorporate the International Financial Reporting Standards (“IFRS”), as published by the International Accounting Standards Board (“IASB”), and require publically accountable enterprises to apply such standards effective for years beginning on or after January 1, 2011. Accordingly, the Company has commenced reporting on this basis in these consolidated financial statements. In the consolidated financial statements, the term “Canadian GAAP” refers to Canadian GAAP before adoption of IFRS.

    The Company’s functional and presentation currency is the Canadian Dollar.

    Statement of compliance

    These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and International Financial Reporting Standard 1, First-time Adoption of International Financial Reporting Standards .

    F-8



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    Subject to certain transition elections disclosed in Note 18, the Company has consistently applied the same accounting policies in its opening IFRS consolidated statement of financial position as at January 1, 2010 and throughout all periods presented, as if these policies had always been in effect. Note 18 discloses the impact of the transition to IFRS on the Company’s reported financial position, financial performance and cash flows, including the nature and effect of significant changes in accounting policies from those used in the Company’s consolidated financial statements for the year ended December 31, 2010.

    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 the accompanying consolidated financial statements, the Company has had no revenues and has incurred an accumulated loss of $24,324,113 through December 31, 2011. However, the Company believes it has sufficient cash at December 31, 2011 to fund normal 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 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.

    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 statement of financial position classifications used.

    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

     

    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.

         
    (c)

    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.

    F-9



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 its functional currency. Financial statements are translated to their Canadian dollar equivalents using the current rate method. Under this method, the statements of operations 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.

      (d)

    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.

         
     

    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 profit or 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.

         

    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.

    F-10



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 profit or 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.

    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.

      (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-remunerated 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 $350,889 (December 31, 2010 - $199,423, January 1, 2010 - $103,640).

      (f) 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.

      (g) 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.

    F-11



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 less their residual values 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 statements of loss and comprehensive loss. The Company charges to the consolidated statements 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.

    F-12



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

      (h) Provisions

    Provisions for environmental restoration, restructuring costs and legal claims, where applicable, are recognized when:

      (i)

    the Company has a present legal or constructive obligation as a result of past events;

      (ii)

    it is more likely than not that an outflow of resources will be required to settle the obligation; and

      (iii)

    the amount can be reliably estimated

    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 property and equipment and exploration and evaluation expenditures. These obligations consist of costs 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. At December 31, 2011 the Company has not recorded any provisions (December 31, 2010 - $Nil, January 1, 2010 -$Nil).

      (i) Current and deferred income tax

    Income tax expense represents the sum of current tax and deferred tax expense. Income tax is recognized in the statement of 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 income 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 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 income 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.

    F-13



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    Deferred income 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.

      (j) 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.

      (k) Revenue Recognition

    Interest income is accrued at the end of accounting periods on a proportion of time basis.

      (l) 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.

    5. 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.

    F-14



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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, 2013, with earlier adoption permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 continued 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.

    F-15



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    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 or US GAAP.

    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.

    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 the Company beginning on January 1, 2012, with retrospective application and early adoption permitted. The adoption of the amendments to this standard is not expected to have a material impact on the Company's consolidated financial statements.

    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. While the Company is not yet in the production phase, the Company is currently assessing the future impact of this interpretation.

    F-16



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    6. Critical accounting estimates and judgments

    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 exploration and evaluation expenditures; income taxes; title to mineral property interests and share-based payments. These estimates and judgments 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.

    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. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the profit or loss in the year the new information becomes available.

    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. 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.

    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.

    F-17



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them.

    7. Cash and Equivalents

    a)

    Cash and equivalents are comprised of the following:


        December 31,     December 31,     January 1,  
        2011     2010     2010  
    Cash on hand $  7,489,111   $  697,474   $  3,062,326  
    Cash on deposit   350,889     199,423     103,640  
    Short-term investments   1,000,000     5,465,000     -  
      $  8,840,000   $  6,361,897   $  3,165,966  

    8. Property and Equipment

              Vehicles and        
        Land     equipment     Total  

    Cost

                     

    Balance at January 1, 2010

    $  614,313   $  235,781   $  850,094  

    Additions

      -     43,335     43,335  

    Foreign exchange movement

      (51,998 )   16,062     (35,935 )

    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  

     

                     

    Accumulated amortization

                     

    Balance at January 1, 2010

    $  -   $  145,340   $  145,340  

    Depreciation for the year

      -     113,497     113,497  

    Foreign exchange movement

      -     (33,344 )   (33,344 )

    Balance at December 31, 2010

      -     225,493     225,493  

    Depreciation for the year

      -     112,448     112,448  

    Foreign exchange movement

      -     (18,197 )   (18,197 )

    Balance at December 31, 2011

    $  -   $  319,744   $  319,744  

     

                     

    Net book value

                     

    At January 1, 2010

    $  614,313   $  90,441   $  704,754  

    At December 31, 2010

    $  562,315   $  69,685   $  632,000  

    At December 31, 2011

    $  530,227   $  294,062   $  824,289  

    F-18



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    9.  Share Capital

    a)    Authorized:

    Unlimited number of common shares without par value
    Unlimited number of preferred shares without par value

    Issued:

    Common Shares

          December 31, 2011     December 31, 2010  
          Number       Amount     Number       Amount  
     

    Balance, beginning of year

      73,167,565     $  18,250,138     44,612,040     $  13,989,654  
     

     Short form prospectus

      -       -     28,420,900   (i)   8,526,270  
     

     Share issue costs and filing statement fees

      -       (1,547,503 )   -       (1,487,811 )
     

     Portion of units attributable to warrants issued

      -       -     -       (2,838,467 )
     

     Bought-deal private placement

      25,645,000   (v)   11,540,250     -       -  
     

     Portion of units attributable to warrants issued

      -   (v)   (3,331,620 )   -       -  
     

     Exercise of agent's options

      93,667   (vii)   49,644     134,625       60,492  
     

     Exercise of broker compensation warrants

      108,932   (iv)(vi)   50,226     -       -  
     

     Exercise of broker warrants

      46,666   (ix)   21,000                
     

     Exercise of warrants

      1,551,500   (viii)   852,929     -       -  
     

    Balance, end of year

      100,613,330     $  25,885,064     73,167,565     $  18,250,138  

    Preferred Shares

        December 31, 2011     December 31, 2010  
          Number     Amount     Number     Amount  
     

    Balance, beginning of year

      20,881,493   $  177,417     20,881,493   $  177,417  
     

     

                           
     

    Balance, end of year

      20,881,493   $  177,417     20,881,493   $  177,417  

      Warrants                            
                   
          December 31, 2011     December 31, 2010  
          Number       Amount        Number       Amount  
     

    Balance, beginning of year

      14,210,450     $ 2,838,467     2,500,000     $  250,000  
     

      Portion of units attributable to warrants issued

      -       -     14,210,450   (i)   2,838,467  
     

      Expiry of warrants

      -       -     (2,500,000 ) (iii)   (250,000 )
     

      Exercise of warrants

      (1,551,500 ) (viii)   (309,904 )   -       -  
     

      Portion of units attributable to warrants issued

      12,822,500   (v)   3,331,620     -       -  
     

    Balance, end of year

      25,481,450     $ 5,860,183     14,210,450     $  2,838,467  

    Common share issuances

      (i)

    On November 30, 2010 the Company issued 28,420,900 units at $0.30 per unit pursuant to a short form prospectus offering for gross proceeds of $8,526,270. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.35 per warrant before November 30, 2013. A fair value of $2,838,467 was assigned to warrants. In conjunction with the offering, the Company granted broker compensation warrants to Wolverton, Canaccord Genuity Corp. and Octagon Capital Corporation to acquire 2,842,090 broker compensation units. Each broker warrant entitles the holder to acquire one broker compensation unit 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. The fair value of the broker warrants are $637,513 (see ii).

    F-19



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

      (ii)

    The fair value of the warrants and broker compensation warrants issued on November 30, 2010 pursuant to the short form prospectus unit offering was estimated using the Black-Scholes option pricing model with the following assumptions:


      2010
    Risk free interest rate 1.6%
    Expected volatility 116%
    Expected life (years) 3
    Expected dividend yield 0%
    Forfeiture rate 0%

      (iii)

    On December 23, 2010 all of the warrants issued in conjunction with the December 23, 2009 brokered private placement expired.

         
      (iv)

    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.

         
      (v)

    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.

         
      (vi)

    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.

         
      (vii)

    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.

         
      (viii)

    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.

    F-20



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

      (ix)

    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:

    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. 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.

                                Number  
                    Weighted     Weighted     exercisable on  
        Range of     Number     average life     average     December 31,  
        exercise prices     outstanding     (years)     exercise price     2011  
    Stock options $0.30 - $0.65     5,997,470     3.26   $0.35     5,467,603  
    Agent's options $0.30     572,996     0.98   $0.30     572,996  
              6,570,466     3.06   $0.35     6,040,599  

        December 31, 2011     December 31, 2010  
        Number of     Weighted     Number of     Weighted  
        options     Average Price     options     Average Price  

    Balance, beginning of year

      5,999,398   $ 0.32     4,651,013   $ 0.30  

          Granted to officers and directors

      764,735   $ 0.33     1,710,000   $ 0.42  

          Forfeiture of stock options

      (100,000 ) $ 0.30     -     -  

          Exercise of agent's options

      (93,667 ) $ 0.30     (134,625 ) $ 0.30  

          Expiration of agent's options

      -     -     (32,035 ) $ 0.30  

              Cancellation of stock options   granted to officers and directors

      -     -     (194,955 ) $ 0.30  

    Balance, end of year

      6,570,466   $ 0.32     5,999,398   $ 0.32  

    In January of 2010, the Company granted 600,000 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 $0.65 for a period of five years. Of these options a total of 150,000 vested immediately with the remainder vesting over an eighteen month period. The associated stock option expense of $31,930 (2010 - $276,736) was calculated using the fair value method using the Black-Scholes option pricing model and using the following assumptions:

      January 18,
      2010
    Risk free interest rate 0.18%
    Expected volatility 113%
    Expected life (years) 5
    Expected dividend yield 0%
    Forfeiture rate 0%

    F-21



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    On December 15, 2010, the Company granted a total of 1,110,000 stock options to directors 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. Of these options a total of 277,500 options vested immediately with the remainder vesting over an eighteen month period. The associated stock option expense of $131,158 (2010 - $138,047) was calculated using the fair value method using the Black-Scholes option pricing model and using the following assumptions:

      December 15,
      2010
    Risk free interest rate 1.6%
    Expected volatility 116%
    Expected life (years) 5
    Expected dividend yield 0%
    Forfeiture rate 0%

    During 2010, 134,625 agent’s options were exercised.

    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 $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%

    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 $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%

    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, 2011, 679,635 shares (December 31, 2010 – 906,180 shares, January 1, 2010 – 1,359,270 shares) remain in escrow.

    F-22



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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, 2011, 20,382,955 common shares (December 31, 2010 – 29,118,507 common shares, January 1, 2010 – 29,118,507 common shares) and 14,617,045 convertible preferred shares (December 31, 2010 – 20,881,493 convertible preferred shares, January 1, 2010 – 20,881,493 preferred shares) remain in escrow.

       
    d)

    Warrants:


              Weighted
        Range of   Weighted average
        exercise Number average life exercise
     

     

    prices outstanding (years) price
     

    Warrants

    $0.35 - $0.65 25,481,450 1.68 0.50
     

    Broker Warrants

    $0.30 - $0.45 4,913,378 1.66 0.35
     

    Compensation Warrants

    $0.35 55,910 1.92 0.35
     

     

      30,450,738 1.68 0.48

          December 31, 2011 December 31, 2010
          Weighted
     

     

      Number of Weighted Number of Average   
     

     

      warrants Average Price warrants    Price
     

    Balance, beginning of year

      17,552,540   $ 0.34     500,000   $ 0.30  
     

        Warrants (Note 8(a)(i))

      -           14,210,450   $ 0.35  
     

        Broker warrants (Note 8(a)(i))

      -           2,842,090   $ 0.30  
     

        Warrants (Note 8(a)(v))

      12,822,500   $ 0.65     -        
     

        Broker warrants (Note 8(a)(v))

      1,788,150   $ 0.45     -        
     

        Compensation warrants resulting   from exercise of broker warrants (Note 8(a)(iv)(vi))

      85,097   $ 0.35     -        
     

        Exercise of warrants (Note 8(a)(viii))

      (1,551,500 ) $ 0.30     -        
     

        Exercise of broker compensation warrants (Note 8(a)(iv)(vi))

      (170,196 ) $ 0.30     -        
     

        Exercise of compensation warrants (Note 8(a)(vi))

      (29,187 ) $ 0.35     -        
     

        Exercise of broker warrants (Note 8(a)(ix))

      (46,666 ) $ 0.30     -        
     

    Balance, end of year

      30,450,738   $ 0.48     17,552,540   $ 0.34  

    10. Contributed Surplus

        December 31,     December 31,  
        2011     2010  

    Balance, beginning of year

    $  2,339,072   $  460,882  

         Share based compensation

      410,912     1,010,783  

         Agent’s options exercise

      (21,544 )   -  

         Broker compensation warrant exercise

      (33,510 )   -  

         Option exercise

      -     (20,105 )

         Fair value of warrants issuable pursuant to broker compensation warrants

      464,896     637,512  

         Warrant expiration

      -     250,000  

    Balance, end of year

    $  3,159,826   $  2,339,072  

    F-23



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    11. 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,     December 31,  
          2011     2010  
     

    Loss before income taxes

    $  (8,282,146 ) $  (2,864,674 )
     

    Expected income tax recovery at 26.5% (2010 – 28.0%)

      (2,194,769 )   (793,709 )
     

    Non-deductible items and other

      26,973     109,077  
     

    Share based compensation

      95,415     253,987  
     

    Change in prior year estimates

      (113,923 )   (336,438 )
     

    Share issuance costs

      (342,966 )   (238,083 )
     

    Tax rate differences (mostly comprised of difference from

               
     

    effective Argentina tax rate of 35% and effective United

               
     

    States tax rate of 34%)

      (469,068 )   (123,084 )
     

    Change in deferred tax assets not recognized

      2,996,353     1,655,816  
     

    Total income taxes (recovery)

    $  (1,985 ) $  527,566  

    The components of the deferred tax asset are as follows:

          December 31,     December 31,     January 1,  
          2011     2010     2010  
     

    Canada

                     
     

    Share issuance costs

    $  504,698   $  382,949   $  232,156  
     

    Non-capital losses available for future periods

      817,210     397,543     98,588  
     

    Deferred tax assets not recognized

      (1,321,908 )   (780,492 )   (330,744 )
     

    Canada deferred tax asset

    $  -   $  -   $  -  
     

    Argentina

                     
     

    Property and equipment

    $  6,128,246   $  4,267,635   $  3,582,968  
     

    VAT receivable

      507,448     391,140     391,979  
     

    Non-capital losses available for future periods

      211,711     -     208,754  
     

    Contingency accrual

      43,750     43,750     -  
     

    Deferred tax assets not recognized

      (6,891,155 )   (4,702,525 )   (3,974,947 )
     

    Argentina deferred tax asset

    $  -   $  -   $  208,754  
     

    United States

                     
     

    Property and equipment

    $  9,752   $  285   $  -  
     

    Non-capital losses available for future periods

      735,045     478,205     -  
     

    Deferred tax assets not recognized

      (744,797 )   (478,490 )   -  
     

    United States deferred tax asset

    $  -   $  -   $  -  
     

    Total deferred tax asset

    $  -   $  -   $  208,754  

    F-24



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    As at December 31, 2011, the Corporation has, for tax purposes, non-capital losses available to carry forward to future years totaling $6,035,624 (2010 - $2,805,617).

    The non-capital loss carry-forwards reflected above expire as follows:

      Year of                        
      Expiry   Canada     Argentina     United States     Total  
      2016   -     604,889     -     604,889  
      2028   76,253     -     -     76,253  
      2029   208,598     -     482,451     691,049  
      2030   1,134,946     -     924,035     2,058,981  
      2031   1,849,042     -     755,410     2,604,452  
      Total $  3,268,839   $  604,889   $  2,161,896   $ 6,035,624  

    12. Related Party Transactions

    During the year ended December 31, 2011, the Company paid US$85,761 (2010 - US$87,116) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, 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 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 the President of CCSA for professional geological fees.

    Included in prepaid expenses as at December 31, 2011, the Company had a receivable due from 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 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 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 Company’s chairman, for $Nil (2010 - $44,419).

    During the year ended December 31, 2011, the Company acquired computer equipment from HuntMountain, CCSA’s former parent corporation, 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 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.

    F-25



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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.

    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. The Company has credited the $43,000 against the $200,000 receivable leaving an outstanding balance owed by HuntMountain to Hunt Mining of $157,000. The Company has contacted HuntMountain’s management and has confirmed the balance will be collected by December 31, 2014. The Company is negotiating collection.

    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 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.

    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 Controller, is as follows:

        Year ended  
        December 31,     December 31,  
        2011     2010  
    Salaries and benefits $  444,717   $  461,106  
    Consulting fees   331,351     178,430  
    Share based compensation   332,729     1,010,073  
      $  1,108,797   $  1,649,609  

    13. Financial Instruments

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

    F-26



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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 (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), 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.

    Fair value

    The fair value of financial instruments are summarized as follows:

        December 31, 2011     December 31, 2010     January 1, 2010  

     

      Carrying amount     Fair value     Carrying amount     Fair value     Carrying amount     Fair value  

    Financial Assets

                                       

      FVTPL

                                       

       Cash and equivalents (Level 1)

    $ 8,840,000   $ 8,840,000   $ 6,361,897   $ 6,361,897   $ 3,165,966   $ 3,165,966  

     

                                       

      Available for sale

                                       

       Performance bond (Level 1)

      227,596     227,596     257,208     257,208     209,303     209,303  

     

                                       

      Loans and receivables

                                       

       Accounts receivable

      64,364     64,364     53,943     53,943     11,648     11,648  

     

                                       

    Financial Liabilities

                                       

      Other financial liabilities

                                       

       Accounts payable and accrued liabilities

      516,696     516,696     318,679     318,679     1,444,729     1,444,729  

       Shareholder loan

      -     -     103,021     103,021     842,668     842,668  

       Interest payable on shareholder loan

      -     -     10,240     10,240     3,698     3,698  

       Due to related parties

      -     -     -     -     612,850     612,850  

    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, 2011, the following are denominated in US dollars:

    Cash and equivalents $ 17,294  
    Accounts payable and accrued liabilities   52,545  

    F-27



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    As at December 31, 2011, the following are denominated in Argentine Peso:

    Cash and equivalents $ 747,622  
    Performance bond   227,596  
    Accounts receivable   32,885  
    Accounts payable and accrued liabilities   351,645  

    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 December 31, 2011, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

      Impact on net loss and
      comprehensive loss
    U.S. Dollar Exchange rate – 10% increase $2,148
    U.S. Dollar Exchange rate – 10% decrease $(2,148)

    At December 31, 2011, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

      Impact on net loss and
      comprehensive loss
    Argentine Peso Exchange rate – 10% increase $20,996
    Argentine Peso Exchange rate – 10% decrease $(20,996)

    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 $396,733 at December 31, 2011 (December 31, 2010 - $2,084, January 1, 2010 - $14,008) are considered uninsured.

       

    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.

       

    There is minimal credit risk on accounts receivable as all amounts are considered collectible.

    F-28



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The Company pays a value added tax “VAT” to the Argentine government on all expenses in Argentina. This creates a VAT receivable on the Company’s books owed to it by the government of Argentina. The Company’s current receivable is $1,143,509 (December 31, 2010 - $622,761). 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, or defaulted on the receivable the Company potentially could 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. 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.

       
    vi.

    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, 2011.


    14. 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, 2011, December 31, 2010 and January 1, 2010 is as follows:


        December 31,     December 31,     January 1,  
        2011     2010     2010  
    Canada $  8,254,187   $  6,329,919   $  3,256,093  
    Argentina   3,166,828     1,734,088     1,972,012  
    United States   73,773     74,873     -  
      $  11,494,788   $  8,138,880   $  5,228,105  



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The location of the Company’s net loss by geographic area as of December 31, 2011 and December 31, 2010 is as follows:

        December 31,     December 31,  
        2011     2010  
    Canada $  (1,666,119 ) $  (1,613,592 )
    Argentina   (5,783,635 )   (802,871 )
    United States   (830,407 )   (945,777 )
      $  (8,280,161 ) $  (3,362,240 )

    15.

    Commitments and Contingencies

         
    a)

    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.

         
      b)

    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.

    F-30



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

      c)

    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.

         
      d)

    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.

    16. 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 and shareholder loan, as follows:

    Management of capital risk

        December 31,     December 31,     January 1,  
      2011     2010     2010  
    Shareholders' equity $ 10,628,859   $ 7,505,089   $ 2,196,241  
    Shareholder loan   -     103,021     842,668  
    $ 10,628,859   $ 7,608,110   $ 3,038,909  

    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.

    F-31



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    17. Subsequent Events

    On March 5, 2012, the Company appointed Mr. Matt Fowler as Chief Financial Officer effective March 1, 2012. Ms. Vicki Streng resigned her position as Interim CFO and resumed her position as Controller.

    On March 5, 2012, the Company granted 1,250,000 stock options at an exercise price of $0.30 per share to certain directors, officers, employees and consultants.

    18. Transition to IFRS

    The Company adopted IFRS effective January 1, 2010 (“the transition date”) and has prepared its opening statement of financial position in accordance with International Financial Reporting Standards.

    The date of the first annual financial statements in compliance with IFRS will be for the year ending December 31, 2011.

    IFRS 1 ‘First-time adoption of International Financial Reporting Standards’ (“IFRS 1”), which governs the first time adoption of IFRS requires that the same policies are applied for all periods presented and that these policies are based on IFRS effective at the end of the first IFRS reporting year, December 31, 2011. The Company therefore prepared its opening statement of financial position by applying existing IFRS at December 31, 2011.

    The IFRS accounting policies as presented in Note 4 have been applied in preparing the consolidated financial statements for the year ended December 31, 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.

    F-32



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    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.

    (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.

    (c) Reconciliations from Canadian generally accepted accounting principles (“GAAP”) to IFRS

    The Company’s transition from Canadian GAAP to IFRS has resulted in a number of 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 for January 1, 2010. Further details of the adjustments are provided in the following reconciliations and the notes that accompany the reconciliations. The adoption of IFRS has not changed the Company’s actual cash flows.

    F-33



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The January 1, 2010 Canadian (CGAAP) consolidated statement of financial position has been reconciled to IFRS as follows:

      CGAAP           IFRS  
      December 31,       Effect of IFRS     January 1,  
      2009       Transition     2010  

                 

    CURRENT ASSETS:

                 

       Cash and equivalents

    $  3,165,966     $  -   $  3,165,966  

       Accounts receivable

      11,648       -     11,648  

       Prepaid expenses and deposits

      200,000       -     200,000  

       Deferred income tax

      208,754       -     208,754  

          Total Current Assets

      3,586,368       -     3,586,368  

                 

    PROPERTY AND EQUIPMENT:

      854,966   (a)   (150,212 )   704,754  

                 

    OTHER ASSETS:

                 

       Performance bond

      209,303       -     209,303  

       V.A. Tax, net of discount

      513,636       -     513,636  

       Minimal presumed income tax receivable

      214,044       -     214,044  

          Total Other Assets:

      936,983       -     936,983  

                 

    TOTAL ASSETS:

    $  5,378,317     $  (150,212 ) $  5,228,105  

                 

    CURRENT LIABILITIES:

                 

       Accounts payable and accrued liabilities

    $  1,444,729     $  -   $  1,444,729  

       Taxes payable

      127,919       -     127,919  

       Shareholder loan

      842,668       -     842,668  

       Interest payable on shareholder loan

      3,698       -     3,698  

       Due to related parties

      612,850       -     612,850  

                 

    TOTAL LIABILITIES:

    $  3,031,864     $  -   $  3,031,864  

                 

    SHAREHOLDERS' EQUITY

                 

       Preferred shares

      177,417       -     177,417  

       Share capital

      13,989,654       -     13,989,654  

       Contributed surplus

      453,832   (b)   7,050     460,882  

       Warrants

      250,000       -     250,000  

       Deficit

      (12,640,589 ) (a)(c)   (34,073 )   (12,681,712 )

        (b)   (7,050 )    

       Accumulated other comprehensive income

      116,139   (c)   (116,139 )   -  

           Total Shareholders' Equity:

    $  2,346,453     $  (150,212 ) $  2,196,241  

                 

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    $  5,378,317     $  (150,212 ) $  5,228,105  

    F-34



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The Canadian GAAP consolidated statement of financial position at December 31, 2010 has been reconciled to IFRS as follows:

        CGAAP             IFRS  
        December 31,       Effect of IFRS     December 31,  
        2010       Transition     2010  
                         

    CURRENT ASSETS:

                       

       Cash and equivalents

    $  6,361,897     $  -   $  6,361,897  

       Accounts receivable

      53,943       -     53,943  

       Prepaid expenses and deposits

      211,071       -     211,071  

           Total Current Assets

      6,626,911       -     6,626,911  

     

                       

    PROPERTY AND EQUIPMENT:

      784,805   (a)   (152,805 )   632,000  

     

                       

    OTHER ASSETS:

                       

       Performance bond

      257,208       -     257,208  

       V.A. Tax, net of discount

      622,761       -     622,761  

           Total Other Assets:

      879,969       -     879,969  

     

                       

    TOTAL ASSETS:

    $  8,291,685     $  (152,805 ) $  8,138,880  

     

                       

    CURRENT LIABILITIES:

                       

       Accounts payable and accrued liabilities

    $  318,679     $  -   $  318,679  

       Taxes payable

      76,851       -     76,851  

       Shareholder loan

      103,021       -     103,021  

       Interest payable on shareholder loan

      10,240       -     10,240  

           Total Current Assets

    $  508,791     $  -   $  508,791  

     

                       

    LONG-TERM LIABILITIES:

                       

       Other long-term liabilities

      125,000       -     125,000  

     

                       

    TOTAL LIABILITIES:

    $  633,791     $  -   $  633,791  

     

                       

    SHAREHOLDERS' EQUITY

                       

       Preferred shares

      177,417       -     177,417  

       Share capital

      18,250,138       -     18,250,138  

       Contributed surplus

      2,139,557   (b)   199,515     2,339,072  

       Warrants

      2,838,467       -     2,838,467  

       Deficit

      (15,810,364 ) (a)(c)   (34,073 )   (16,043,952 )

     

          (b)   (199,515 )      

       Accumulated other comprehensive income

      62,679   (a)(c)   (118,732 )   (56,053 )

           Total Shareholders' Equity:

    $  7,657,894     $  (152,805 ) $  7,505,089  

     

                       

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    $  8,291,685     $  (152,805 ) $  8,138,880  

    F-35



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The Canadian GAAP consolidated statement of loss for the year ended December 31, 2010 has been reconciled to IFRS as follows:

        CGAAP       Effect of     IFRS  
        December 31,       IFRS     December 31,  
        2010       Transition     2010  
                         
    INCOME:                    
                         
    Interest income: $  21,269     $  -   $  21,269  
                         
    OPERATING EXPENSES:                    
             Professional fees   954,580       -     954,580  
             Exploration expenses   395,011       -     395,011  
             Travel expenses   256,664       -     256,664  
             Administrative and office expenses   656,272       -     656,272  
             Payroll expenses   945,383       -     945,383  
             Stock based compensation   818,318   (b)   192,465     1,010,783  
             Interest expense and banking charges   66,327       -     66,327  
             Depreciation   113,497       -     113,497  
                         
             Total operating expenses   4,206,052       192,465     4,398,517  
                         
    Other income/(expense):                    
             Debt forgiveness gain   1,637,578       -     1,637,578  
             Gain on debt discount   21,870       -     21,870  
             Miscellaneous income   24,632       -     24,632  
             Taxes   (5,500 )     -     (5,500 )
             Bank fees   (2,362 )     -     (2,362 )
             VAT discount and accretion   2,397       -     2,397  
             Loss on foreign exchange   (11,041 )     -     (11,041 )
             Contingent liability accrual   (125,000 )     -     (125,000 )
                         
             Total other income:   1,542,574       -     1,542,574  
                         
    LOSS - before income tax   (2,642,209 )     (192,465 )   (2,834,674 )
                         
    Income tax expense   (527,566 )     -     (527,566 )
                         
    NET LOSS FOR THE PERIOD   (3,169,775 )     (192,465 )   (3,362,240 )
                         
                         
    Weighted average shares issued and outstanding   47,172,054       47,172,054     47,172,054  
                         
    NET LOSS PER SHARE - BASIC AND DILUTED   ($0.07 )     ($0.00 )   ($0.07 )

    F-36



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    The Canadian GAAP consolidated statement of cash flows for the year ended December 31, 2010 has been reconciled to IFRS as follows:

        CGAAP       Effect of     IFRS  
        December 31,       IFRS     December 31,  
        2010       Transition     2010  
                         
    CASH FLOWS FROM OPERATING ACTIVITIES:                    
         Net loss $  (3,169,775 )   $ (192,465 ) $  (3,362,240 )
              Items not affecting cash                    
                   Debt forgiveness gain   (1,637,578 )     -     (1,637,578 )
                   Future income taxes   208,754       -     208,754  
                   Contingent liability   125,000       -     125,000  
                   Depreciation   113,497       -     113,497  
                   Unrealized foreign exchange gain/loss   (101,366 )     -     (101,366 )
                   Minimal presumed income tax receivable   214,044       -     214,044  
                   V.A. tax   (109,125 )     -     (109,125 )
                   Share based compensation   818,318   (b)   192,465     1,010,783  
                      -  
         Net change in non-cash working capital   (199,214 )     -     (199,214 )
    Net cash used in operating activities   (3,737,445 )     -     (3,737,445 )
                         
    CASH FLOWS FROM INVESTING ACTIVITIES:                    
         Acquisition of property and equipment   (43,335 )     -     (43,335 )
    Net cash (used in) provided by investing activities   (43,335 )     -     (43,335 )
                         
    CASH FLOWS FROM FINANCING ACTIVITIES:                    
         Proceeds from issuance of share capital, net of share issue costs   7,716,358       -     7,716,358  
         Proceeds from (repayments to) shareholder loan   (739,647 )     -     (739,647 )
    Net cash provided by financing activities   6,976,711       -     6,976,711  
                         
    NET INCREASE IN CASH AND CASH EQUIVALENTS $  3,195,931     $  -   $  3,195,931  
                         
    CASH AND EQUIVALENTS, BEGINNING OF PERIOD   3,165,966             3,165,966  
                         
    CASH AND EQUIVALENTS, END OF PERIOD $  6,361,897     $  -   $  6,361,897  
                         
    Cash and cash equivalents consist of:                    
         Cash   896,897             896,897  
         Cash equivalents   5,465,000             5,465,000  
        6,361,897       -     6,361,897  
                         
    SUPPLEMENTAL CASH FLOW INFORMATION                    
                         
         Taxes paid   5,500             5,500  

    F-37



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Years ended December 31, 2011 and 2010

    Notes to IFRS reconciliations presented above:

    (a) Foreign currency translation

    IFRS does not have the concept of group functional currency and requires a separate functional currency assessment for each entity within the consolidated group. The Company’s subsidiaries have adopted the United States Dollar as its functional currency. Financial statements are translated to their Canadian dollar equivalents using the current rate method. Under this method, the statements of loss and cash flows for each year have been translated using the average exchange rates prevailing during each year. 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.

    Under IFRS, the Company consolidates assets and liabilities for each consolidated statement of financial position presented at the closing rate at the date of the statement of financial position. Under Canadian GAAP the Company translated property and equipment at the historical rate on the date of transaction.

    The results of the differences between IFRS and Canadian GAAP are reflected in the statements above.

    (b) Share-based payments

    Under Canadian GAAP, the Company recognized each share-based payment award as a single pool with a fair value based on the specified vesting period for the overall arrangement. Under IFRS, the fair value of each tranche of a share-based payment award is considered a separate grant based on the vesting period with the fair value of each tranche determined separately and recognized as compensation expense over the term of its respective vesting period. In addition, IFRS requires that forfeitures be estimated in advance, whereas a policy choice existed under Canadian GAAP.

    The results of the differences between IFRS and Canadian GAAP are reflected in the statements above.

    (c) 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.

    The results of the differences between IFRS and Canadian GAAP are reflected in the statements above.

    F-38


     

     

     

     

    Unaudited Condensed Interim Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    For the three month periods ended September 30, 2012 and 2011

    F-39



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
    Condensed Interim Consolidated Statements of Financial Position (unaudited)

          September 30,     December 31,  
      NOTE   2012     2011  
                (Audited)  

    CURRENT ASSETS:

                 

     Cash and equivalents

    6 $  4,971,575   $  8,840,000  

     Accounts receivable

        734,254     64,364  

     Prepaid expenses

        71,186     46,020  

     Deposits receivable

    10   52,177     52,177  

       Total Current Assets

        5,829,192     9,002,561  

     

                 

    NON-CURRENT ASSETS:

                 

     Property and equipment

    7   992,609     824,289  

     Performance bond

        260,258     227,596  

     VAT receivable, net of discount

    11 (ii)   1,291,292     1,143,509  

     Deposits receivable

    10   104,354     104,354  

     Minimal presumed income tax receivable

        310,054     192,479  

       Total Non-Current Assets:

        2,958,567     2,492,227  

     

                 

    TOTAL ASSETS:

      $  8,787,759   $  11,494,788  

     

                 

    CURRENT LIABILITIES:

                 

     Accounts payable and accrued liabilities

      $  360,415   $  516,696  

     Taxes payable

        157,859     224,233  

       Total Current Liabilities:

        518,274     740,929  

     

                 

    NON-CURRENT LIABILITIES:

                 

     Provision

    13 (c)   125,000     125,000  

       Total Non-Current Liabilities:

        125,000     125,000  

     

                 

    TOTAL LIABILITIES:

      $  643,274   $  865,929  

     

                 

    SHAREHOLDERS' EQUITY:

                 

     Preferred shares

    8 $  177,417   $  177,417  

     Share capital

    8   25,885,064     25,885,064  

     Contributed surplus

    9   3,491,659     3,159,826  

     Warrants

    8   5,860,183     5,860,183  

     Deficit

        (27,025,994 )   (24,324,113 )

     Accumulated other comprehensive loss

        (243,844 )   (129,518 )

       Total Shareholders' Equity:

      $  8,144,485   $  10,628,859  

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY:

      $  8,787,759   $  11,494,788  

     

                 

    Going Concern (Note 3)

                 

    Subsequent Event (Note 14)

                 

    Commitments and Provision (Note 13)

                 

    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.

    F-40



    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   2012     2011     2012     2011  

     

                             

    REVENUE:

                             

         Operator's Fee

    4 $  41,613   $  -   $  85,148   $  -  

     

                             

    OPERATING EXPENSES:

                             

         Professional fees

        137,862     279,922     506,102     1,042,253  

         Directors fees

        28,558     23,934     92,323     68,003  

         Exploration expenses

        106,575     855,784     443,007     2,431,220  

         Travel expenses

        95,506     73,350     258,423     217,415  

         Administrative and office expenses

        227,291     235,553     740,564     706,963  

         Payroll expenses

        433,460     288,880     1,541,051     784,542  

         Share based compensation

    9   1,284     16,282     331,833     400,902  

         Interest expense and banking charges

        12,900     15,381     38,689     44,381  

         Depreciation

    7   65,411     27,543     153,515     82,907  

         Exploration cost recovery

    4   (488,327 )   -     (1,216,402 )   -  

     

                             

         Total operating expenses:

        620,520     1,816,629     2,889,105     5,778,586  

     

                             

    OTHER INCOME/(EXPENSE):

                             

         Interest income

        14,828     33,024     53,620     60,937  

         Gain on debt discount

        -     -     -     3,085  

         Miscellaneous income

    4   -     -     200,000     420  

         Taxes

        (8,677 )   (3,585 )   (28,059 )   (46,881 )

         Bank fees

        -     -     -     (3,388 )

         VAT discount and accretion

        8,855     (67,687 )   40,127     (234,788 )

         Gain (loss) on foreign exchange

        (32,989 )   11,134     (144,717 )   32,479  

         Loss on disposal of property and equipment

        (23,224 )   -     (23,224 )   -  

     

                             

         Total other expenses:

        (41,207 )   (27,114 )   97,747     (188,136 )

     

                             

    LOSS - before income tax

        (620,114 )   (1,843,743 )   (2,706,210 )   (5,966,722 )

     

                             

    Income tax recovery (expense)

        3,269     (5,132 )   4,329     (1,598 )

     

                             

    NET LOSS FOR THE PERIOD to equity owners

      $  (616,845 ) $  (1,848,875 ) $  (2,701,881 ) $  (5,968,320 )

     

                             

    Other comprehensive loss:

                             

     Change in value of performance bond

        1,648     (1,866 )   32,662     (30,597 )

     Translation of foreign operations into Canadian dollar presentation

        (150,788 )   32,700     (146,988 )   (101,098 )

     

                             

    TOTAL NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD:

      $  (765,985 ) $  (1,818,041 ) $  (2,816,207 ) $  (6,100,015 )

     

                             

    Weighted average shares outstanding - basic and diluted

        100,613,330     100,407,287     100,613,330     83,990,636  

     

                             

    NET LOSS PER SHARE - BASIC AND DILUTED:

      $  (0.01 ) $  (0.02 ) $  (0.03 ) $  (0.07 )

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

    F-41



    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   2012     2011     2012     2011  

     

                             

    REVENUE:

                             

         Operator's Fee

    4 $  41,613   $  -   $  85,148   $  -  

     

                             

    OPERATING EXPENSES:

                             

         Professional fees

        137,862     279,922     506,102     1,042,253  

         Directors fees

        28,558     23,934     92,323     68,003  

         Exploration expenses

        106,575     855,784     443,007     2,431,220  

         Travel expenses

        95,506     73,350     258,423     217,415  

         Administrative and office expenses

        227,291     235,553     740,564     706,963  

         Payroll expenses

        433,460     288,880     1,541,051     784,542  

         Share based compensation

    9   1,284     16,282     331,833     400,902  

         Interest expense and banking charges

        12,900     15,381     38,689     44,381  

         Depreciation

    7   65,411     27,543     153,515     82,907  

         Exploration cost recovery

    4   (488,327 )   -     (1,216,402 )   -  

     

                             

         Total operating expenses:

        620,520     1,816,629     2,889,105     5,778,586  

     

                             

    OTHER INCOME/(EXPENSE):

                             

         Interest income

        14,828     33,024     53,620     60,937  

         Gain on debt discount

        -     -     -     3,085  

         Miscellaneous income

    4   -     -     200,000     420  

         Taxes

        (8,677 )   (3,585 )   (28,059 )   (46,881 )

         Bank fees

        -     -     -     (3,388 )

         VAT discount and accretion

        8,855     (67,687 )   40,127     (234,788 )

         Gain (loss) on foreign exchange

        (32,989 )   11,134     (144,717 )   32,479  

         Loss on disposal of property and equipment

        (23,224 )   -     (23,224 )   -  

     

                             

         Total other expenses:

        (41,207 )   (27,114 )   97,747     (188,136 )

     

                             

    LOSS - before income tax

        (620,114 )   (1,843,743 )   (2,706,210 )   (5,966,722 )

     

                             

    Income tax recovery (expense)

        3,269     (5,132 )   4,329     (1,598 )

     

                             

    NET LOSS FOR THE PERIOD to equity owners

      $  (616,845 ) $  (1,848,875 ) $  (2,701,881 ) $  (5,968,320 )

     

                             

    Other comprehensive loss:

                             

     Change in value of performance bond

        1,648     (1,866 )   32,662     (30,597 )

     Translation of foreign operations into Canadian dollar presentation

        (150,788 )   32,700     (146,988 )   (101,098 )

     

                             

    TOTAL NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD:

      $  (765,985 ) $  (1,818,041 ) $  (2,816,207 ) $  (6,100,015 )

     

                             

     

                             

    Weighted average shares outstanding - basic and diluted

        100,613,330     100,407,287     100,613,330     83,990,636  

     

                             

    NET LOSS PER SHARE - BASIC AND DILUTED:

      $  (0.01 ) $  (0.02 ) $  (0.03 ) $  (0.07 )

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

    F-42



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Expressed in Canadian Dollars
     
    Condensed Interim Consolidated Statement of Changes in Shareholders' Equity (unaudited)

                    Accumulated                          
                    Other                          
                    Comprehensive     Contributed                    
        Share Capital     Deficit     Loss     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

      -     (5,968,320 )   -     -     -     -     (5,968,320 )

     

                                          -  

    Fair value of warrants issuable pursuant to broker compensation units

      -     -     -     807,818     -     -     807,818  

    Other comprehensive income/(loss)

      -     -     (131,695 )   -     -     -     (131,695 )

    Share Capital Issued

      11,540,250     -     -     -     -     -     11,540,250  

    Share issue costs and filing statement fees

      (1,714,786 )   -     -     -     -     -     (1,714,786 )

    Portion of units attributable to warrants issued

      (3,331,620 )   -     -     -     3,331,620     -     -  

    Share based compensation

      -     -     -     400,902     -     -     400,902  

    Exercise of warrants

      852,929     -     -           (309,904 )   -     543,025  

    Exercise of agent's options

      49,644     -     -     (10,044 )   -     -     39,600  

    Exercise of broker compensation warrants

      71,226     -     -     (45,009 )   -     -     26,217  

    Balance - September 30, 2011

    $  25,717,781   $ (22,012,272 ) $  (187,748 ) $  3,492,739   $  5,860,183   $  177,417   $  13,048,100  

                               

     

                                             

    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  

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

    F-43



    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   2012     2011  
                   

     

                 

    CASH FLOWS FROM OPERATING ACTIVITIES:

                 

     Net loss

      $ (2,701,881 ) $  (5,968,320 )

         Items not affecting cash

                 

                 Depreciation

    7   153,515     82,907  

                 Unrealized foreign exchange loss

        (146,988 )   (101,098 )

                 Minimal presumed income tax receivable

        (117,575 )   (118,093 )

                 VAT receivable

        (147,783 )   (371,024 )

                 Share based compensation

    9   331,833     400,902  

                 Loss on disposal of property and equipment

        (23,224 )   -  

     

                 

         Net change in non-cash working capital items

                 

                 Increase in accounts receivable

        (669,890 )   (734 )

                 Increase in prepaid expenses

        (25,166 )   (63,954 )

                 Increase (decrease) in accounts payable and accrued liabilities

        (156,281 )   264,944  

                 Increase (decrease) in taxes payable

        (66,374 )   34,091  

                 Decrease in accrued interest on shareholder loan

        -     (10,240 )

                                                                   Net cash used in operating activities

        (3,569,814 )   (5,850,619 )

     

                 

    CASH FLOWS FROM INVESTING ACTIVITIES:

                 

         Acquisition of property and equipment

    7   (298,611 )   (308,715 )

                                                                   Net cash used in investing activities

        (298,611 )   (308,715 )

     

                 

    CASH FLOWS FROM FINANCING ACTIVITIES:

                 

         Proceeds from issuance of share capital, net of share issue costs

        -     11,242,124  

         Repayments of shareholder loan

        -     (103,021 )

                                                                 Net cash used in financing activities

        -     11,139,103  

     

                 

    NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS:

      $ (3,868,425 ) $  4,979,769  

     

                 

    CASH AND EQUIVALENTS, BEGINNING OF PERIOD:

        8,840,000     6,361,897  

     

                 

    CASH AND EQUIVALENTS, END OF PERIOD:

      $ 4,971,575   $  11,341,666  

     

                 

           Cash and cash equivalents consist of:

                 

                   Cash

        971,575     10,341,666  

                   Term deposits (less than 90 days)

        4,000,000     1,000,000  

     

        4,971,575     11,341,666  

     

                 

    SUPPLEMENTAL CASH FLOW INFORMATION

                 

     

                 

           Taxes paid

        (28,059 )   (46,881 )

           Interest received

        38,253     9,470  

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

    F-44



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 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 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
           
    Hunt Gold USA LLC Washington, USA 100% Management Company
           
    1494716 Alberta Ltd. Alberta 100% Nominee Shareholder

    As of September 30, 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 condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”).

    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 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, 2011.

    These condensed interim consolidated financial statements were authorized for issue on November 26, 2012 by the Board of Directors of the Company.

    F-45



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    3. Going Concern

    These 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 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 $27,025,994 through September 30, 2012. However, the Company believes it has sufficient cash at September 30, 2012 to fund normal 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 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.

    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, 2011 consolidated annual financial statements. These condensed interim consolidated financial statements do not include all the information required for full set of annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements for the year end December 31, 2011.

    Revenue Recognition

    Revenue for the Company is derived from operator’s fees and the advancement of projects from Stage I to Stage II and Stage II to Stage III, as well as ongoing lease payments once projects have advanced to Stage II or Stage III status. 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.

    5. Accounting standards issued but not yet applied

    Unless otherwise noted, the revised standards and amendments as disclosed in Note 5 of the 2011 annual consolidated financial statements are effective for annual periods beginning on or after January 1, 2013 with earlier adoption permitted. The Company has not yet assessed the impact of these standards and amendments or determined whether it will adopt them early.

    6. Cash and Equivalents

    Cash and equivalents are comprised of the following:

    F-46



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

        September 30, 2012     December 31, 2011  
    Cash $  769,934   $  7,489,111  
    Cash on deposit   201,641     350,889  
    Short-term investments   4,000,000     1,000,000  
      $  4,971,575   $  8,840,000  

    Short-term investments consist of a $4,000,000 term deposit with an annual interest rate of 1.10% issued on September 5, 2012 and a maturity date of December 4, 2012.

    7. Property and Equipment

              Vehicles and        
        Land     equipment     Total  
    Cost                  
    Balance at December 31, 2011 $  530,227   $  613,806   $  1,144,033  
    Additions   -     298,611     298,611  
    Disposals   -     (67,685 )   (67,685 )
    Foreign exchange movement   (59,297 )   61,617     2,320  
    Balance at September 30, 2012 $  470,930   $  906,349   $  1,377,279  
                       
    Accumulated amortization                  
    Balance at December 31, 2011 $  -   $  319,744   $  319,744  
    Depreciation for the period   -     153,515     153,515  
    Disposals   -     (44,461 )   (44,461 )
    Foreign exchange movement   -     (44,128 )   (44,128 )
    Balance at September 30, 2012 $  -   $  384,670   $  384,670  
                       
    Net book value                  
    At December 31, 2011 $  530,227   $  294,062   $  824,289  
    At September 30, 2012 $  470,930   $  521,679   $  992,609  

    F-47



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    8. Share Capital
       
    b) Authorized:

    Unlimited number of common shares without par value
    Unlimited number of preferred shares without par value

    Issued:

    There were no changes during the periods presented.

    c)  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.

          Weighted Weighted Number exercisable
      Range of   Number average life average on September 30,
      exercise prices outstanding (years) exercise price 2012
    Stock options $0.30 - $0.65 7,247,470 2.83 $0.33 7,247,470
    Agent's options $0.30 572,996 0.23 $0.30 572,996
        7,820,466 2.31 $0.32 7,820,466

        Nine months ended  
        September 30, 2012  
        Number of     Weighted  
        options     Average Price  
    Balance, beginning of period   6,570,466   $ 0.32  
        Granted to officers and directors   1,250,000   $ 0.30  
    Balance, end of period   7,820,466   $ 0.32  

    On February 27, 2012, the Company granted 1,250,000 stock options to certain directors, officers, employees and consultants 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%

    d)

    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 September 30, 2012, 226,547 seed capital shares (December 31, 2011 – 679,635 shares) remain in escrow.

    F-48



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    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 September 30, 2012, 11,647,403 common shares (December 31, 2011 – 20,382,955 common shares) and 8,352,597 convertible preferred shares (December 31, 2011 – 14,617,045 convertible preferred shares) from the qualifying transaction remain in escrow.

       
    e)

    Warrants:


            Weighted
      Range of   Weighted average
      exercise Number average life exercise
      prices outstanding (years)     price
    Warrants $0.35 - $0.65 25,481,450 0.93 $0.50
    Broker Warrants $0.30 - $0.45 4,913,378 0.91 $0.35
    Compensation Warrants $0.35 55,910 1.17 $0.35
        30,450,738 0.93 $0.48

        Number of     Weighted  
        warrants     Average Price  
    Balance, beginning and end of period   30,450,738   $ 0.48  

    9. Contributed Surplus

    Balance, December 31, 2011 $ 3,159,826  
    Share based compensation   331,833  
    Balance, September 30, 2012 $ 3,491,659  

    10. Related Party Transactions

    During the three and nine months ended September 30, 2012, the Company paid US$44,490 and US$94,799 (September 30, 2011 - US$21,510 and US$64,347) respectively to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space. In prepaid expenses as at September 30, 2012, the Company had prepaid rent of US$21,227 (December 31, 2011 – US$Nil).

    During the three and nine months ended September 30, 2012, the Company incurred $44,061 and $147,095 (September 30, 2011 – $37,525 and $106,363) respectively in professional fees expense relating to the services of the President of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2012 was $14,876 (December 31, 2011 - $12,773) owing to the President of CCSA for professional geological fees. Included in prepaid expenses as at September 30, 2012, the Company had a receivable due from the President of CCSA for $2,051 (December 31, 2011 - $3,100) for cash advanced for field expenses.

    F-49



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    During the three and nine months ended September 30, 2012, the Company incurred $6,678 and $22,800 (September 30, 2011 – $4,670 and $17,965) respectively in general and administrative expenses relating to rent paid for office space to the President of CCSA.

    During the three and nine months ended September 30, 2012, the Company incurred $14,933 and $43,506 (September 30, 2011 - $24,330 and $80,892) respectively 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, 2012, the Company had a payable owing to the director of CCSA of $5,760 (December 31, 2011 – $5,193). Included in prepaid expenses as at September 30, 2012, the Company had a receivable due from the director of CCSA of $1,042 (December 31, 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, 2011, the balance owed by HuntMountain to Hunt Mining was $157,000. The Company has contacted HuntMountain’s management and has confirmed that approximately $40,000 will be received by December 31, 2012, with the balance collected by December 31, 2014.

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

    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 Controller, is as follows:

        Three months ended     Nine months ended  

     

      September 30,     September 30,     September 30,     September 30,  

     

      2012     2011     2012     2011  

    Salaries and benefits

    $  136,731   $  108,897   $  572,594   $  308,754  

    Consulting fees

      86,994     85,355     281,101     253,955  

    Share based compensation

      1,284     46,747     302,828     321,487  

     

    $  225,009   $  240,999   $  1,156,523   $  884,196  

    11. 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.

    F-50



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    Fair value

    The fair value of financial instruments at September 30, 2012 and December 31, 2011 is summarized as follows:

          September 30, 2012     December 31, 2011  
          Carrying amount     Fair value     Carrying amount     Fair value  
          $     $     $     $  
     

    Financial Assets

                           
     

       FVTPL

                           
     

        Cash and equivalents (Level 1)

      4,971,575     4,971,575     8,840,000     8,840,000  
     

          Available for sale

                           
     

            Performance bond (Level 1)

      260,258     260,258     227,596     227,596  
     

          Loans and receivables

                           
     

             Accounts receivable (1)

      734,254     734,254     64,364     64,364  
     

    Financial Liabilities

                           
     

        Other financial liabilities

                           
     

         Accounts payable and accrued liabilities

      360,415     360,415     516,696     516,696  

    (1) Accounts receivable is mainly made up of the recovery of expenses from the Company's project partner, Eldorado Gold Corp.

    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.

    ii. 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 September 30, 2012, the following are denominated in US dollars:

    Cash and equivalents $  21,669  
    Accounts payable and accrued liabilities $  69,430  

    As at September 30, 2012, the following are denominated in Argentine Peso:

    Cash and equivalents $  207,470  
    Performance bond $  260,258  
    Accounts receivable $  81,984  
    Accounts payable and accrued liabilities $  233,973  

    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.

    F-51



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    At September 30, 2012, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

      Impact on net loss and
      comprehensive loss
    U.S. Dollar Exchange rate – 10% increase $ 5,032
    U.S. Dollar Exchange rate – 10% decrease $ (5,032)

    At September 30, 2012, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on income and other comprehensive income due to the translation of monetary financial instruments would be as follows:

      Impact on net loss and
      comprehensive loss
    Argentine Peso Exchange rate – 10% increase $ 9,864
    Argentine Peso Exchange rate – 10% decrease $ (9,864)

    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 $207,470 at September 30, 2012 (December 31, 2011 - $747,622) are considered uninsured.

       

    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 believes there to be minimal credit risk on accounts receivable from its exploration partner due to their size and significant operations as a mid-tier mining company.

       

    The Company pays a value added tax “VAT” to the Argentine government on all expenses in Argentina. This creates a VAT receivable on the Company’s books owed to it by the government of Argentina. The Company’s receivable at September 30, 2012 is $1,291,292 (December 31, 2011 - $1,143,509). 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 believes there is significant risk of loss due to the current instability of the Argentine government.

    F-52



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    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. 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.

       
    vi.

    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 September 30, 2012 and invested cash is short-term in nature.


    12. 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, 2012 and December 31, 2011 is as follows:


        September 30, 2012     December 31, 2011  
    Canada $  5,469,988   $  8,254,187  
    Argentina   3,168,029     3,166,828  
    United States   149,742     73,773  
      $  8,787,759   $  11,494,788  

    The location of the Company’s net loss by geographic area as of September 30, 2012 and September 30, 2011 is as follows:

        Three months ended     Nine months ended  
        September 30, 2012     September 30, 2011     September 30, 2012     September 30, 2011  
    Canada $  390,860   $  (308,505 ) $  574,743   $  (1,492,749 )
    Argentina   (754,540 )   (1,321,169 )   (2,394,288 )   (3,875,227 )
    United States   (253,165 )   (219,201 )   (882,336 )   (600,344 )
      $  (616,845 ) $  (1,848,875 ) $  (2,701,881 ) $  (5,968,320 )

    F-53



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

    13.   Commitments and Provision
         
    e)

    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 September 30, 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.

         
      f)

    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 September 30, 2012, the Company has invested approximately US$10.4 million in the La Josefina property.

         
      g)

    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 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.

    F-54



    Hunt Mining Corp.
    An Exploration Stage Enterprise
    Notes to the Consolidated Financial Statements
    (Expressed in Canadian Dollars)
    Nine-Month Periods ended September 30, 2012 and 2011

      h)

    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.

         
      i)

    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$):


    2012 $  -  
    2013   33,744  
    2014   34,632  
    2015   35,520  
      $  103,896  

    14. Subsequent Event
       

    On November 15, 2012 the Company signed an amendment with its partner, Fomicruz, on the La Josefina project in Santa Cruz Argentina. This amendment extends the time the Company has to develop the La Josefina project by four years, from 2013 to 2019. In addition to the signing of the extension, the Company also signed an agreement with Formicruz for the right to explore and develop the La Valenciana project, also in Santa Cruz, Argentina.

    F-55


    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.

    II-1


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

    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

    Amended and Restated Articles of Organization (2)

       
    3.2

    By-laws (2)

       
    3.3

    Audit Committee Charter (1)

       
    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 Dorseys 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

    Amendment 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

    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)

    II-2



    23.1

    Consent of MNP LLP, Chartered Accountants (2)

       
    23.2

    Consent of Conrad C. Lysiak (contained in exhibit 5.1)

       
    23.3

    Consent of James Ebisch, Registered Professional Geologist (2)

       
    23.4

    Consent of UAKO Geological Consultants (2)

       
    23.5

    Consent of McMillan LLP (contained in exhibit 5.2)

       
    23.6

    Consent of Dorseys 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.

    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:

    II-3


    (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.

    II-4


    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 on 8 th day of June, 2012.

          HUNT MINING CORP
          (Registrant)
             
    Date: December 19, 2012   By: /s/ Tim Hunt
            Tim Hunt, Executive Chairman and
            Director of the Company, Principal Executive
            Officer
             
    Date: December 19, 2012     /s/ Matthew Hughes
            Matthew Hughes, President, Chief Executive
            Officer and Director
             
    Date: December 19, 2012     /s/ Matthew A. Fowler
            Matthew Fowler, Chief Financial Officer,
            Principal Accounting Officer
             
    Date: December 19, 2012     /s/ Andrew Gertler
            Andrew Gertler, Director
             
    Date: December 19, 2012     /s/ Bryn Harman
            Bryn Harman, Director
             
    Date: December 19, 2012     /s/ Darrick Hunt
            Darrick Hunt, Director
             
    Date: December 19, 2012     /s/ Alan Chan
            Alan Chan, Director
             
    Date: December 19, 2012     /s/ Scott Brunsdon
            Scott Brunsdon, Director
             
    Date: December 19, 2012     /s/ Jacques Perron
            Jacques Perron, Director

    II-5


    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 December 19, 2012.

        /s/ Tim Hunt
        Tim Hunt
        Executive Chairman and a Director of
        Hunt Mining Corp.
        108 N. Washington Street, Suite 302
        Spokane, WA 99201

    II-6






















    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 havea 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 otherwisecreatean 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 anyof 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, authorizepersons to affix the seal andto attest bytheir 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 orRepeal By-Laws: Subjectto 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 isprohibited bythe 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 beheld 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 Pirectgrs. At least forty-eight (48) hours' notice (inclusiveof 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 whererequired 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 timeof 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 aperiod 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 maybe 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 inwritingin 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 communicationat 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 (1) 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 andvote 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 mayappoint 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 mayparticipate in ameeting of Directors by means of telephone or other communication facilities that permit all persons participating hi 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 ofDirectors".

    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 bythe directors or any of them. A resolution in writingtransmitted 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 attendanceshall 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 Meetingof Shareholders to be held outside Alberta, a Meeting of Shareholders shallbe held at the place in Alberta determined by the Directors.

    3.03     Participation in Meeting by Telephone: A Shareholder or anyother 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 throughoutthe 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: Votingat a Meeting of Shareholders shall be by show of hands except whereavote by ballot is demanded by a Shareholder or a proxyholderentitled to vote at the meeting. If a voteby ballot is demanded at a meeting in which a Shareholder, or other person entitled to attend and vote at the meeting, is participating bytelephone 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 maybe 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 bythe 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 bythe 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.

    PARTV
    SHARES AND SHARE CERTIFICATES

    5.01     Allotment: Subject to the Articles, the Board may from timeto time allot, or grantoptions 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: Everyholder 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, asthe 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 generallyor in any particular case.

    5.06     Joint Shareholders: If two or more persons are registered asjoint holders of any share, the Corporation shall not be boundto issue morethan one certificatein respect thereof, and deliveryof such certificate to one of such persons shall be sufficient deliveryto 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 arenot exchanged for a share certificate representing a full shareby a specified date, and that any shares for which those scrip certificates are exchangeable may, notwithstanding anypre-emptive right, be issued by the Corporation to anyperson andthe 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 certificaterepresenting such shares with a transfer endorsed thereon ordelivered therewith duly executed by the registered holder orby his attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authorityto transfer as the Board mayfromtime to time prescribe, upon payment of all applicable taxes and any fees prescribed by the Board.

    5.10      The Corporation maytreat aperson 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 isthe 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 mayfrom time to time appoint oneor 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 maybe 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 inthe opinion ofthe Directors it would be inexpedient in the interests of the Corporation to communicateto 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 underwhat 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.








    Exhibit 5.1

    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

    October 24, 2012

    Board of Directors
    Hunt Mining Corp.
    1900, 736 - 6th Ave. SW
    Calgary, Alberta T2P 3T7

    RE:             Hunt Mining Corp.

    Gentlemen:

    I have acted as special counsel for Hunt Mining Corp., an Alberta corporation (the “Company”), in connection with the preparation of a registration statement on Form F-1 (the “Registration Statement”) pursuant to the United States Securities Act of 1933, as amended (the “Act”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with a distribution of 50,000,000 shares (the “Shares”) of the Company’s common stock owned by HuntMountain Resources Ltd., a Washington corporation, (“HuntMountain”). The Shares will be distributed to shareholders of HuntMountain.

    You have asked me to render my opinion as to the matters hereinafter set forth herein.

    I have examined originals and copies, certified or otherwise identified to my satisfaction of the articles of incorporation, the bylaws, and minutes of the board of directors. Further, I have contacted the Province of Alberta and affirmed that the Company was indeed incorporated in the Province of Alberta and is currently in good standing therewith.

    Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Alberta are concerned:

    1.

    The Company is a corporation duly organized and validly existing under the laws of Alberta.

       
    2.

    The Shares to be distributed as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares.

    I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.

    Yours truly,

    The Law Office of Conrad C. Lysiak, P.S.

    BY: /s/ Conrad C. Lysiak                           
    Conrad C. Lysiak



    Our File No.                84789L-212192
    Date        December 19, 2012

    Hunt Mining Corp.
    108 N. Washington Street, Suite 302
    Spokane, WA 99201

    Dear Sirs/Mesdames:

    We have acted as counsel to Hunt Mining Corp., a corporation incorporated under the laws of Alberta, Canada (“Hunt Mining”), in connection with the Registration Statement on Form F-1/A Amendment No. 2, as amended or supplemented, under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) under file number 333-182072.

    We hereby confirm to you that, insofar as it relates to Canadian federal income tax matters, the discussion set forth under the heading “Certain Canadian Federal Income Tax Considerations” in the Registration Statement, subject to the qualifications, exceptions, assumptions, and limitations contained therein, constitutes our opinion as of the date hereof. We express no opinion as to any laws other than the federal income tax laws of Canada.

    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the references to our firm name under the headings “Certain Canadian Federal Income Tax Considerations” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

    Yours truly,

    /s/ McMillan LLP



    December 19, 2012

    Hunt Mining Corp.
    108 N. Washington Street, Suite 302
    Spokane, WA 99201

    Ladies and Gentlemen:

    We have acted as United States tax counsel to Hunt Mining Corp., an Alberta corporation (the “Company”), in connection with the preparation of the Registration Statement on Form F-1/A Amendment No 2. No. 333-182072 (the “Amendment”) filed as of the date hereof with the Securities and Exchange Commission (the “Commission”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Amendment.

    In our opinion, the statements under the heading “Material United States Federal Income Tax Considerations” in the Amendment, insofar as such statements constitute a summary of the United States federal tax laws referred to therein (and subject to the conditions and limitations described therein), accurately summarizes in all material respects the United States federal tax laws referred to therein.

    We express no opinion other than that expressed herein. This opinion is furnished to you solely for use in connection with the Amendment. We hereby consent to the filing of this opinion as an exhibit to the Amendment and to the references to our firm name in the Amendment in connection with references to this opinion and the section in the Amendment entitled “Material United States Federal Income Tax Considerations.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

    Very truly yours,

    DORSEY & WHITNEY LLP

    JDH/JVC/hmt

















































































    BAJO POBRE INVESTMENT. EXPLORATION AND OPTION AGREEMENT

                         THIS INVESTMENT, EXPLORATION AND OPTION AGREEMENT ( "Agreement" ) is executed on March 28, 2007 (the "Date of Execution").

    ASSESSED  [ROUND STAMP]
    APR 11  
    BY AND BETWEEN: $22776.00

               CERRO CAZADOR S.A., a company duly incorporated and existing under the laws of Argentina, with domicile at Cerrito 1186,3 rd Floor, Autonomous City of Buenos Aires, Argentina ( "CCSA" ); and

               FK MINERA S.A., a company duly incorporated and existing under the laws of Argentina, with domicile at Angelelli 9, Barrio Guemes, Comodoro Rivadavia, Argentina ( "FKM" ).

    CCSA and FKM shall be referred to herein jointly as the "Parties" and each one individually as a "Party" .

    WHEREAS:

    (A)        FKM is the sole proprietor of 100% of the Bajo Pobre mining property (hereinafter the "Baio Pobre Mining Property "), pursuant to the terms described in Appendix A attached hereto.

    (B)        A CCSA affiliate and FKM have executed a Letter of Intent dated December 12, 2006 (hereinafter the "Letter of Intent* *) whereby the Parties agreed to the preliminary terms and conditions that will govern the negotiations for an agreement to prospect, explore and develop the Bajo Pobre Mining Property.

    (C)        FKM wishes to award to CCSA, pursuant to the terms and conditions contained herein, the sole, immediate, exclusive and irrevocable option to acquire, at the sole discretion of CCSA whether directly or through an affiliate of CCSA, 100% of Bajo Pobre Mining Property or any part thereof.

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    THEREFORE, in consideration of the covenants and conditions contained herein, the sufficiency of which is acknowledged by the Parties, the Parties agree to the following:

    SECTION I                  DEFINITIONS

    1.1        Definitions: The following terms shall have the following definitions unless established otherwise in another part of this Agreement.

               "Activities" shall have the meaning set forth in Section 7.1 herein. "Agreement" s hall have the meaning set forth in the introductory paragraph herein.

               "Affiliate" shall mean any Person, partnership, joint venture, corporation or any other type of company or association that directly or indirectly controls, is controlled by, or is under joint control with a Parry.

               "Agents" shall mean employees, agents, workers, contractors, lawyers and consultants.

               "Year" shall have the meaning set forth in Section 5.1 herein.

               "Government Authority" shall mean any government or quasi-government department, ministry, commission, corporation, committee, bureau, administrative or regulatory agency, or any court or tribunal, whether federal, provincial or municipal.

               "Government Authorization" shall mean any approval, consent, license, permission, concession, decree, waiver, recognition or any other authorization issued, awarded, given or made available by any Government Authority.

               "Letter of Intent" shall have the meaning set forth in the whereas clauses herein.

               "CCSA" shall have the meaning set forth in the introductory paragraph herein. "First Year Investment Commitment" s hall have the meaning set forth in Section 5.6 (d) herein.

               "Control" shall mean direct or indirect possession of the power to manage or direct others to manage administration and policies through a Person's ownership of shares, contracts or otherwise. The verb "to control" shall have the same meaning set forth herein.

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               "Termination Obligation" shall have the meaning set forth in Section 5.6 (b) herein.

               "Delay Event" shall mean any event that results in a delay in the ability of CCSA to exercise any of its rights or fulfill any of its obligations arising from this Agreement which is due wholly or in part to (a) Force Majeure, or (b) an intentional or negligent act or omission on the part of FKM.

               "Pate of Execution" shall have the meaning set forth in the introductory paragraph herein.

               "FKM" shall have the meaning set forth in the introductory paragraph herein. "Force Majeure" shall mean any act, event or cause beyond the reasonable control of the parry concerned, including but not limited to strikes, work stoppages or other industrial disputes, acts of a public enemy, riots, acts of public violence, looting, rebellion, revolt, revolution, civil war, coups d'&at; or any other event of a political nature that materially affects or may materially affect the success of the operations contemplated under this Agreement, fire, storms, floods, explosions, government restrictions, and failure to obtain Government Authorizations, including those related to environmental impact.

              "Exploration Expenses" shall have the meaning set forth in Section 5.3 herein. "Pre-Termination Exploration Expenses" shall have the meaning set forth in Section 5.6 (a) herein.

               "Encumbrances" shall mean encumbrances, privileges, options, assurances, usufructs, agreements, interests, pledges, mortgages and/or charges of any kind.

               "Investment" s hall have the meaning set forth in Section 5.1 herein. "Arbitration Notice" shall have the meaning set forth in Section 17.2 herein. "Outstanding Obligations" shall have the meaning set forth in Section 6.1 (k) herein, and more particularly that set forth in Appendix B attached hereto.

               "Option" s hall have the meaning set forth in Section 4.1 herein.

                "Operator" shall have the meaning set forth in Section 7.1 herein.

                "Affected Party" shall have the meaning set forth in Section 12.1 (a) herein.

                "Disclosing Party" shall have the meaning set forth in Section 16.1 herein.

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               "Parlies" shall have the meaning set forth in the introductory paragraph herein. "Losses'* shall mean current losses, liabilities, damages, injuries, costs or expenses, including but not limited to Exploration Expenses and those that may reasonably arise from legal fees and other costs for lawsuits or administrative proceedings (whether potential or pending), but excluding in any event indirect or consequential damages.

               "Option Period" shall mean the period during which the Option is active and in effect "Person" shall mean any individual, or any type of association, partnership, company, sole proprietorship, Government Authority or entity.

               "First Year" shall have the meaning set forth in Section 5.1 (b) herein. "Property" shall mean, individually, any rights, mining and mineral concessions that form part of the Bajo Pobre Mining Property pursuant to Appendix A.

               "Baio Pobre Mining Property" shall have the meaning set forth in the whereas clauses herein and more particularly that set forth in Appendix A attached hereto.

               "Second Year" shall have the meaning set forth in Section 5.1 (d) herein. "Hazardous Substance" shall mean any hazardous or contaminating substance, garbage, toxic or dangerous substance or material, as defined or regulated by any applicable law, regulation or Government Authority.

               "US$" shall mean the legal tender of the United States of America.

    1.2 Headings; The headings of the sections and appendices in this Agreement are merely referential in nature and under no circumstances may they affect the meaning or interpretation of this Agreement.

    SECTION H REPRESENTATIONS AND WARRANTIES

    2.1 Representations and Warranties of the Parties: As of the Date of Execution, FKM represents and warrants to CCSA, and CCSA represents and warrants to FKM that:

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    (a)         it is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorized and qualified to fulfill the purpose of this Agreement;

    (b)         it has full power and authority to execute this Agreement and to carry out all the transactions contemplated herein, it has fulfilled all corporate requirements, obtained all permissions and approval of the Board of Directors and Shareholders' Assembly, and all other actions necessary to authorize the execution, delivery and performance of the Agreement have been duly taken;

    (c)         neither the execution of this Agreement nor the completion of the transactions contemplated herein conflict with, represent a breach of, give rise to the termination of, or accelerate the performance required by any court order or period, consent decree, license, agreement, contract or permit to which it is subject or party, or constitute a default, or violate any provision of its articles of incorporation or bylaws;

    (d)         it is not subject to any order, judgment, decree, injunction, penalty or government law, and there is no action pending nor, to the best of its knowledge, any threat that could prevent it from obtaining permits or implementing any transaction or operation contemplated herein;

    (e)         this Agreement is duly executed by the Party, and is valid and binding for the Party, pursuant to its terms, subject to the Bankruptcy and Insolvency Act and other laws affecting the enforcement of the rights of creditors and the exercise of remedies left to the discretion of the courts.

    (f)         it has not committed or been subject to any act or event of bankruptcy, is not insolvent, has not proposed a compromise or agreement to its creditors, has not filed or had filed against it any order of insolvency or bankruptcy, has not made a voluntary declaration of bankruptcy, has not taken any steps with regard to any compromise or agreement, has not initiated any procedure to be declared bankrupt, has not initiated any procedure to have a receiver appointed over any of its assets, has not had an encumbrancer take possession of its property, and has not had any execution or distress become enforceable over any of its property.

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    22

    Additional Representations and Warranties bv FKM; As of the Date of Execution, FKM represents and warrants to CCSA that

    (a)        The Bajo Pobre Mining Property is in good standing and in compliance with the laws of Argentina, and, except for the Outstanding Obligations, no event, condition and/or fact exists which, after notice or elapsed time or both, would constitute a default under such mining concessions, and there are no third parties holding or seeking to hold rights to Bajo Pobre Mining Property;

    (b)        FKM has delivered or has made available for inspection by CCSA all existing information in its possession related to the Bajo Pobre Mining Property, and will deliver to CCSA, immediately upon request by CCSA, the studies and results of excavations on Bajo Pobre Mining Properly;

    (c)        FKM has fully complied with all laws, rules, regulations, taxes and submission requirements with respect to the Bajo Pobre Mining Property, including but not limited to applicable environmental laws, and has not received any notice of default, violation or noncompliance (or any event or condition which, in time, could become a default) with regard to the Bajo Pobre Mining Property, and all applicable submissions have been completed and are current, and all rights and deeds of the Bajo Pobre Mining Property have been validly recorded pursuant to the laws of Argentina;

    (d)        No Hazardous Substance has been placed, maintained, left, used or disposed of over, under or on the Bajo Pobre Mining Property;

    (e)        The prospecting works, processes, undertakings and other operations carried out or conducted by or on behalf of FKM with respect to Bajo Pobre Mining Property have been carried out or conducted in a sound and professional manner and in compliance with geological and geophysical, mining and exploration and engineering and metallurgical practices. Said works, processes, undertakings and other operations comply with all applicable laws, bylaws, ordinances, permits, rules, regulations and orders or decisions issued by any Government Authorities;

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    (f)        There are no legal, administrative, arbitration or any other type of proceedings, claims or actions of any kind, or investigations pending or threatened against the Bajo Pobre Mining Pobre or any right associated therewith;

    (g)        All land taxes, mining canons, levies, duties, royalties and other government charges and taxes imposed, required or charged on or against the Bajo Pobre Mining Property, except for Outstanding Obligations, have been fully paid;

    (h) FKM has not received any notice of the existence of confiscation, expropriation or any similar proceedings affecting the Bajo Pobre Mining Property;

    (i) There are no other agreements, conflicting interests or options to acquire or purchase the Bajo Pobre Mining Property or any portion thereof, and no Person other than FKM has interests or rights in the Bajo Pobre Mining Property, or has the right to payment of a royalty payable by FKM or by any other Person with respect to the Bajo Pobre Mining Property for any mineral product that has been extracted or may be extracted in the future from the Bajo Pobre Mining Property;

    (j) FKM is the proprietor of the Bajo Pobre Mining Property and said property is free of any kind of encumbrance;

    (k) FKM has obtained and maintains all Government Authorizations required to maintain the Bajo Pobre Mining Property and to operate its business as it has been doing to date on the Bajo Pobre Mining Property.

    SECTION ffl                 PURPOSE

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    3.1 Purpose ; The purpose of this Agreement is to establish the terms and conditions for the prospecting, exploration and development by CCSA of the Bajo Pobre Mining Property, through which FKM shall grant CCSA or its Affiliates the sole, immediate and exclusive option to acquire, at its/their sole discretion, 100% ownership of all or any part of Bajo Pobre Mining Property, in any event fiee of any kind of Encumbrance.

    SECTION IV                 GRANTING OF THE OPTION

    4.1          Option : Taking into consideration the covenants and agreements of CCSA contained herein, FKM hereby delivers and grants to CCSA the sole, immediate, exclusive and irrevocable option (the "Option") for CCSA to acquire 100% (or less if CCSA so decides) ownership of all or any part of the Bajo Pobre Mining Property, free of any kind of Encumbrance, through the fulfillment, within the period of time stipulated, of the obligations contained in Section V.

    4.2         Term ; The Option shall commence on the Date of Execution and shall end on September 30, 2012 (the "Option Period" ). For greater clarity, and without any limitation whatsoever, it is understood and agreed that throughout the duration of the Option Period, CCSA, at its sole discretion, shall have the right to terminate the Option with respect to any or all of the mines and mineral rights that form part of the Bajo Pobre Mining Property, in which case the provisions of Section 5.6 shall be applicable.

    SECTION V                PAYMENT OF OPTION

    5.1 Exploration Expense Payment ; In order to maintain the Option in good standing and full effect and to be able to exercise the Option, CCSA must pay FKM the total amount of US$230,000 (Two Hundred and Thirty Thousand U.S. Dollars) and provide Exploration Expenses for the Bajo Pobre Mining Property for the total amount of US$500,000 (Five Hundred Thousand U.S. Dollars) (the "Investment ") in accordance with the following timetable:

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    (a)           within 180 days of the Date of Execution, pay FKM US$50,000 (Fifty Thousand U.S. Dollars), fifty percent of which shall be paid immediately after satisfaction of the condition contained in Section 7.3 (h) of this Agreement, if possible within 30 days of the Date of Execution;

    (b)           from the Date of Execution to June 30,2008, inclusive (the "First Year" ), spend US$250,000 (Two Hundred and Fifty Thousand U.S. Dollars) in Exploration Expenses;

    (c)           on March 28,2008, pay FKM US$30,000 (Thirty Thousand U.S. Dollars);

    (d)           from July 1, 2008 to June 30, 2009, inclusive (the "Second Year''), spend US$250,000 (Two Hundred and Fifty Thousand U.S. Dollars) in Exploration Expenses;

    (e)           on March 28,2009, pay FKM US$50,000 (Fifty Thousand U.S. Dollars);

    (f)           on March 28,2010, pay FKM US$50,000 (Fifty Thousand U.S. Dollars);

    (g)           on March 28,2011, pay FKM US$50,000 (Fifty Thousand U.S. Dollars);

    (each one, the First Year and the Second Year, being one "Year ").

    5.2. Partial award of interest : The Parties hereby agree that, subject to this Agreement and during the Option Period, and without prejudice to any early termination of this Agreement, CCSA will have acquired:

    (a) 51% of the Bajo Pobre Mining Property upon completion of the Exploration Expenses and payments to FKM contained in subsections 5.1 (c), (d) and (e);

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    (b)      60% of the Bajo Pobre Mining Property upon completion of the payment to FKM contained in subsection 5.1 (i); and

    (c)      100% of the Bajo Pobre Mining Property upon completion of the payment to FKM contained in subsection 5.1 (g).

    Once CCSA has acquired 51% of the Bajo Pobre Mining Property pursuant to the terms established in point (a) above, the payments to FKM contained in subsections 5.1 (f) and (g) shall be obligatory, and once CCSA has covered the Exploration Expenses and made the payments to FKM referred to in subsections 5.2 (a), (b) and (c), FKM shall be required to transfer the Bajo Pobre Mining Property to CCSA.

    To this end, FKM shall award irrevocable power of attorney, identical to that contained in Appendix C, to CCSA or whomever CCSA designates within thirty (30) days of the Date of Execution.

    53 Exploration Expenses ; For the purposes of this Agreement, the term "Exploration Expenses" shall mean all cash, expenses and obligations spent or incurred by CCSA or any Person on its behalf, in any activity, including the early stage of exploration, evaluation and development of mining exploration activities, on or for the Bajo Pobre Mining Property, to obtain new exploration or incorporation licenses or mining rights concessions for and on behalf of FKM or possible joint venture partners resulting from the activities carried out on the Bajo Pobre Mining Property. Such Exploration Expenses shall include but shall not be limited to land payments, duties, taxes and charges required to maintain the Bajo Pobre Mining Property and its respective mining rights, licenses and activities in proper form and enforceable; all the expenses for geophysical, geochemical and geological exploration works; all the expenses for surveying, drilling, assaying, metallurgical testing and any other expense that directly benefits the Bajo Pobre Mining Property and the exploration work carried out thereon; and a charge for the Operator, equal to 7% of the Exploration Expenses incurred by them or on their behalf, as compensation for administrative tasks and corporate, technical and administrative support which otherwise would not be charged. Proof of all such expenses must be sent by CCSA to FKM in writing within ninety (90) days of the end of each Year. For greater clarity, it is understood that the Exploration Expenses shall include, but shall not be limited to Value Added Tax, Gross Income Tax,

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    Tax on Bank Account Debits and Credits, Tax on Bank Transfers and any other tax, duty or government levy, whether National, Provincial or Municipal, now established or to be established in the future, on the items mentioned above.

    5.4      Reduction of Expenses ; It is understood and agreed that all Exploration Expenses referred to in Section 5.1 are based on all the rights, mines and mining concessions that form part of the Bajo Pobre Mining Property. If, in the future, the Bajo Pobre Mining Property is reduced by 20% or more due to measures taken by any Government Authority (for example, as is contemplated in Section 6.1 (h)) or by any action taken by CCSA, reasonably and acting on the basis of issues determined through due diligence, the outstanding Exploration Expenses shall be reduced pro rata by a percentage equal to the percentage by which the Bajo Pobre Mining Property has been reduced.

    5.5       Surplus Expenses and Default of Payment of Minimum Required

    Expenses :

    (a)           During the Option Period, any surplus in Exploration Expenses incurred by CCSA in any specific Year shall be deemed an advance on the minimum Exploration Expenses for the following Year.

    (b)           If CCSA fails to comply with the minimum required Exploration Expenses for any specific Year according to the timetable contained in Section 5.1, an amount equal to the difference between the minimum required Exploration Expenses for said Year and the amount effectively incurred by CCSA shall be added to the amount of minimum required Exploration Expenses for the subsequent year. Without prejudice to the foregoing, the Parties hereby agree that in order to maintain the Option in good standing, CCSA must incur at least sixty-five percent (65%) of the minimum required Exploration Expenses for any specific year. Without prejudice to the foregoing, the Parties agree that the payments to FKM indicated in Section 5.1 (a), (c), (e), (g), and (i) are compulsory and the 65% condition shall not apply to them.

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    5.6        Termination of the Agreement and First Year Investment Commitment

    (a)            Termination bv CCSA : CCSA shall have the right to terminate this Agreement and all of its rights and obligations included herein, at its sole discretion and for any reason, on or before the date on which the full amount of Exploration Expenses and payments to FKM indicated in Section 5.1 have been incurred, providing written notice ninety (90) days in advance to FKM. Any notice of termination by CCSA shall be deemed complete once CCSA has sent the notice of termination in writing to FKM pursuant to the stipulations of Section 18.1 herein. From the date on which CCSA presents the notice of termination in writing, it shall be under no further obligation to incur Exploration Expenses, except for the First Year Investment Commitment (if it has not yet been completed), and, for a period of ninety (90) days from the date of notice of termination, any payment that is reasonably necessary to maintain the Bajo Pobre Mining Property in good standing (all the Exploration Expenses made after the termination notice by CCSA and prior to the termination are the "Pre-Termination Exploration Expenses" ).

    (b)            Termination bv CCSA: If CCSA decides to terminate this Agreement prior to March 28,2009, it shall have the following obligations (each obligation described below is a "Termination Obligation" ):

              (i) CCSA must deliver all the maps, reports, surveying and drilling results, as well as any other result from information provided to CCSA by FKM, to FKM, as well as all the surveying plans, drilling reports, information, maps and any other relevant exploration report prepared by CCSA with regard to Bajo Pobre Mining Property;

              (ii) CCSA shall deliver to FKM a document with regard to any claim or possible claim against Bajo Pobre Mining Property, with a form and content satisfactory to each of the Parties;

              (iii) any constructions, plants, equipment, machinery, tools, instruments and provisions that have been introduced to the Bajo Pobre Mining Property by or on behalf

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    of CCSA must be removed by CCSA at any time within 12 months of the termination of the Agreement, unless otherwise agreed; and

               (iv) CCSA must carry out any rehabilitation, improvement or pollution control on the Bajo Pobre Mining Property only in relation to the direct results of the activities carried out by CCSA on the Bajo Pobre Mining Property and to the degree that said activities have not been carried out following the instructions of FKM.

    (c)             Termination bv FKM : If CCSA fails to comply with (i) its obligation to incur the Exploration Expenses and payments to FKM pursuant to the terms indicated in Section 5.1 or (ii) with the covenants contained in Sections 6.2 (a) and 7.3 (b) herein and this failure results in injury to FKM's interest in the Bajo Pobre Mining Property, in the event of (i) or (ii) FKM must send notice in writing to CCSA, which must contain the details of the noncompliance and, if within sixty (60) days of said notice, the noncompliance has not been corrected, FKM may terminate mis Agreement by written notice to CCSA; except where the noncompliance by CCSA cannot be corrected within sixty (60) days and CCSA demonstrates that it is acting with due diligence to correct the noncompliance, the period for correction of said noncompliance shall be extended by an additional sixty (60) day period.

    (d)             Without prejudice to subsections (a), (b) and (c), but subject to Section XII, it is understood and agreed that the minimum required Exploration Expenses under sections 5.1 (a) and (b) are the only firm commitment (the "First Year Investment Commitment"), and that in the event of termination of this Agreement and if said amount has not been incurred by the end of the First Year, the difference between the required minimum Exploration Expenses for the First Year and the amount effectively incurred by CCSA or its Agents shall be sent immediately and with no deduction whatsoever to FKM as full satisfaction of CCSA's obligations under this Agreement

    5.7 Right to Make Advance Payments ; Without prejudice to the program for Exploration Expenses contained in Section 5.1, CCSA, if it so decides and at its sole discretion, may incur any amount of Exploration Expenses and payments to FKM in advance at any time during the life of this Agreement, in which case Sections 5.2 and 8.1 shall apply.

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    5.8 Payments to be made in the Event of Termination of the Agreemen t: This Agreement shall be terminated without the need for CCSA to incur any payments or penalties, except for Pre-Termination Exploration Expenses and Termination Obligations, if applicable.

    SECTION VI                COVENANTS

    6.1      Covenants of FKM: FKM hereby represents and agrees with CCSA that:

    (a)      it has complied with all laws, rules and regulations applicable with respect to the Bajo Pobre Mining Property, and assures that all works carried out on the Bajo Pobre Mining Property have been in keeping with good practice in the mining industry and in compliance with all applicable laws, rules, regulations and licenses, as well as any other consent, including but not limited to those related to environmental issues, such as garbage disposal and dumping. Moreover, it shall carry out or have carried out all necessary acts and shall execute and deliver all documents required by law or reasonably required by any Government Authority in order to give full force and effect to the intentions of the Parties, the objectives of this Agreement and the transactions contemplated herein, including the execution and delivery of documents or other instruments;

    (b)      it shall take any action required by CCSA, and which CCSA cannot carry out itself, that is necessary to maintain the Bajo Pobre Mining Property in good standing and legal status, free of encumbrances, including any new mining rights, and shall promptly notify CCSA of any act or omission that may affect the good standing and legal status of the Bajo Pobre Mining Property;

    (c)      it shall inform CCSA of any adverse environmental, health or safety or community relations issue that it becomes aware of and that could affect the Bajo Pobre Mining Property or the area where the Bajo Pobre Mining Property is located. If said notification is verbal, a detailed report in writing must be sent as soon as possible;

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    (a)      it shall comply with all the laws, rules and regulations applicable with respect to the Bajo Pobre Mining Property, and shall assure that all the works carried out on the Bajo Pobre Mining Property by or on behalf of CCSA are in keeping with good practice in the mining industry and in compliance with all the applicable laws, rules, regulations and licenses, as well as any other consent, including but not limited to those related to environmental issues, such as garbage disposal and dumping;

    (b)      it shall inform FKM of any adverse environmental, health or safely or community relations issue that it becomes aware of and that could affect the Bajo Pobre Mining Property or the area where the Bajo Pobre Mining Property is located. If said notification is verbal, a detailed report in writing must be sent as soon as possible;

    (c)      it shall carry out or have carried out all the necessary acts and shall execute and deliver all the documents required by law or reasonably required by any Government Authority in order to give full force and effect to the intentions of the Parties and the objectives of this Agreement and the transactions contemplated herein, including the execution and delivery of documents or other instruments;

    (d)      it shall deliver to FKM any notice or communique received by CCSA in its capacity as Operator of the Bajo Pobre Mining Property related to any lawsuit, arbitration, proceedings or claim against FKM or any other problem or information that may affect the Bajo Pobre Mining Property; and

    (e)      it shall refrain from initiating any lawsuit, arbitration or other proceedings that affects or may affect the Bajo Pobre Mining Property, or the validity and enforceability of this Agreement, without prior written approval from FKM, except in the event that CCSA, acting reasonably, deems it appropriate or necessary to protect its rights under this Agreement.

    SECTION Vn            OPERATOR

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    7.1       Operator ; During the Option Period with respect to the Bajo Pobre Mining Property, CCSA shall be the Party responsible (the "Operator") for conducting (or, at its sole and exclusive discretion, contracting third parties to conduct) all the mining, prospecting and exploration activities on the Bajo Pobre Mining Property (the "Activities"). During the Option Period, CCSA, in its capacity as Operator, shall have sole and complete discretion to conduct the Activities.

    7.2       Rights of the Operator : As Operator, CCSA shall have the exclusive and immediate right to enter, explore and develop the Bajo Pobre Mining Property and to enjoy peaceable and exclusive possession of the Bajo Pobre Mining Property with exclusive power and authority to carry out sampling, extraction, drilling, prospecting, exploration and development of the Bajo Pobre Mining Property in the manner that CCSA at its sole and exclusive discretion may determine, including but not limited to the right to construct, bring and install any kind of furniture, machinery, equipment and provisions that CCSA may deem necessary and appropriate and to remove reasonable quantities of ores, minerals or metals in order to carry out assays or tests.

    73.       Obligations of the Operator ; In its capacity as Operator and during the Option Period, CCSA shall be responsible for meeting the following obligations whenever it is capable of assuming such obligations in accordance with the rights granted in this Agreement:

    (a)            fulfill its role and responsibilities in a sound and professional manner, with due care, skill and attention;

    (b)            maintain the appropriate books and account records in accordance with generally accepted accounting principles in the mining industry;

    (c)             comply with all the applicable laws and rules of the industry;

    (d)             maintain appropriate insurance for the Bajo Pobre Mining Property in accordance with the normal standards of the mining industry in Argentina;

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    (e)      defend and protect the Bajo Pobre Mining Property from and against any lawsuit, arbitration, proceeding or claim that may be presented against the Bajo Pobre Mining Property for direct losses as a consequence of the activities performed by CCSA in its capacity as Operator, whenever said activities have not been carried out following instructions from FKM;

    (f)      maintain the Bajo Pobre Mining Property valid and in accordance with the law, free of Encumbrances, including the payment of all mining fees and duties.

    (g)      refrain from any act or omission which may result in the Bajo Pobre Mining Property not being in accordance with the law; and

    (h)      take responsibility for compliance with the Outstanding Obligations. To this end, CCSA shall pay the relevant Government Authority the full amount of the Outstanding Obligations and shall proceed to apply to the Department of Mining of the Province of Santa Cruz for the issuance of a certificate of good standing for the Bajo Pobre Mining Property. Once the certificate of good standing has been awarded and the Bajo Pobre Mining Property is free of all debt, CCSA shall proceed to pay US$25,000 (Twenty-Five Thousand U.S. Dollars), pursuant to the terms established in Section 5.1 (a) herein. Without prejudice to the terms established in this Section and in Sections 6.1 (d) and (h), the Parties agree that, in the event that one or all of the Properties is declared by any Government Authority to be abandoned, vacant or in any other situation which implies the loss of ownership by FKM, as a consequence of a failure to comply with the Outstanding Obligations at the time when they were due, CCSA shall have no liability whatsoever and FKM may not claim from it any compensation; and in the event that CCSA has proceeded to pay the Outstanding Obligations, FKM undertakes to reimburse CCSA for all the amounts that CCSA may have paid to satisfy the Outstanding Obligations.

    In order for CCSA to be able to fulfill its obligations as Operator, FKM shall grant irrevocable power of attorney, identical to that contained in Appendix D, to CCSA or whomever CCSA designates within thirty (30) days of the Date of Execution.

    SECTION Vm            EXERCISE OF THE OPTION

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    8.1 Exercise of the Option : If CCSA decides to exercise the Option, it must, at any moment on or after the date on which it has completed the Investment as stipulated in Section 5.1. , but in no event later than September 30,2012 (subject to Section XII), give notice of the exercise of said Option in writing to FKM. Immediately after receiving notice, FKM must transfer to CCSA or to whomever CCSA indicates, 100% of the Bajo Pobre Mining Property, including but not limited to all the exploration permits, mining rights and related licenses. To avoid doubt, the Parties agree that the Option may be exercised by CCSA with respect to all or any of the Properties.

    To this end, FKM shall grant to CCSA or to whomever CCSA designates the Irrevocable Power of Attorney included as Appendix C, attached hereto.

    SECTION IX             ROYALTY

    9.1. Royalty: Once 100% of the Bajo Pobre Mining Property has been transferred to and registered in the name of CCSA, FKM shall have the right to receive a royalty equal to 1% of the net proceeds of all gold and silver refined from ore or products sent from Bajo Pobre Mining Property. For this purpose, the Parties shall execute a Royalty Agreement which is included as Appendix £, attached hereto.

    SECTION X           TRANSFER OF INTEREST

    10.1        Transfer - Affiliate s: Any of the Parties may transfer all or any of their rights or obligations under this Agreement to any of their Affiliates; whenever (a) said Affiliate accepts in writing the terms of this Agreement, (b) said Affiliate offers, on the date on which the transfer takes effect, the representations contained in Section II; and (c) said transfer must not in any way adversely affect the rights of the other Parties under this Agreement or auxiliary agreements executed pursuant hereto.

    10.2        Transfer of Ownership of the Baio Pobre Mining Property ; During the Option Period, except under the conditions provided for in Section 10.1, FKM may not (a) transfer any of its rights or obligations under this Agreement, (b) transfer any part of the Bajo Pobre Mining Property or its auxiliary rights; or (c) establish any Encumbrance upon all or any part of Bajo Pobre Mining Property.

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    (c) unless expressly directed by CCSA, any cleanup and remediation, including but not limited to all the studies, tests, reports and investigations associated with the cleanup and remediation of Hazardous Substances released, disposed of or discharged by FKM or its Agents in relation to any of FKM's activities on the Bajo Pobre Mining Property.

    If any claim or action is brought against CCSA with respect to which CCSA has a right to indemnification under this section, written notice of said claim or action must be sent promptly to FKM. FKM shall have the right, by giving notice to CCSA within thirty (30) days of receiving the notice of the claim or action, to assume full control of the defense or settlement of the claim, subject to CCSA's right to participate at its own exclusive expense and with attorneys chosen by CCSA.

    The indemnification obligations contained in this Section 11.1 shall survive the termination of this Agreement.

    11.2 Losses bv FKM ; CCSA must indemnify FKM from and against any and all Losses incurred by FKM as a result of:

    (a)            any noncompliance by CCSA of a representation, warranty, covenant or agreement contained herein;

    (b)            unless expressly directed by FKM, any death, damage to persons or properties or damage to Bajo Pobre Mining Property, to the environment or natural resources caused by any act or omission on the part of CCSA or its respective Agents, whether actual, alleged or threatened, including but not limited to warehousing, release, storage, transportation, treatment, generation or escape of Hazardous Substances generated, stored, used, disposed of, treated, handled or sent by CCSA or its Agents in relation to any of CCSA's activities on the Bajo Pobre Mining Property; and

    21




    (a)           In the event of a Delay Event, the Party affected or possibly affected by the Delay Event (the "Affected Party") must give prompt written notice to the other Party of the Delay Event.

    (b)           If a Delay Event occurs, the obligations of the Affected Party shall be suspended throughout the existence of the Delay Event and for an additional period sufficient to allow the Affected Party, acting with reasonable diligence, to return to the same status it enjoyed prior to the Delay Event

    (c)           AH the time periods and all the dates contained herein, after the occurrence of a Delay Event, shall be adjusted taking into account the extension and the delay resulting from the Delay Event.

    (d)           The Parties must use all reasonable diligence in order to eliminate the Delay Event as quickly as possible, but this requirement shall not be justification for strikes or any other industrial dispute against the interests of either Party.

    SECTION Xm            COSTS. DUTIES AND EXPENSES

    13.1 Costs. Duties and Expenses ; Regardless of whether the transactions contemplated herein are completed or not, the Parties must pay their own respective expenses including but not limited to legal costs. If applicable, Stamp Tax will be paid in equal parts by the Parties.

    SECTION XIV            MAXIMUM REQUIRED EXPLORATION EXPENSES

    14.1        Maximum Required Exploration Expenses to Maintain the Option : The Parties hereby acknowledge and agree that, without prejudice to any other provision herein or any agreement or instrument executed on or after the date of this Agreement: (a) if CCSA assumes the Investment with regard to the Bajo Pobre Mining Property, and (b) the Exploration Expenses are incurred in accordance with the program contained in Section 5.1 (which, to avoid doubt, is subject to Sections 5.5 and 5.7 and to this Section XIV), CCSA's right to exercise the Option pursuant hereto shall be maintained according to law and shall not be limited in any way.

    23


    14.2 Maximum Required Exploration Expenses under Agreement : The Parties also acknowledge and agree that, without prejudice to any other provision herein or any agreement or instrument executed on or after the date of this Agreement, except for the First Year Investment Commitment, all the Exploration Expenses described herein are voluntary expenses which may be made by CCSA at its sole discretion, and CCSA shall not be under any obligation under this Agreement or in any other way to incur, reimburse or pay any other amount, subject to the Pre-Termination Exploration Expenses and the Termination Obligations.

    SECTION XV            RELATIONSHIP OF THE PARTIES

    15.1 Relationship of the Parties : The rights, privileges, duties, obligations and responsibilities between the Parties shall be individual and not joint or collective, and there shall be nothing contained herein that may be interpreted as creating any partnership, association, agency or trust of any kind or any imposition upon either of the Parties of any duty, obligation or social responsibility. Except for the terms stipulated in Section XI and as is expressly stated here, neither Party shall be responsible for the representations and warranties, acts, covenants and agreements of the other Party.

    SECTION XVI            CONFIDENTIAUTY

    16.1 Confidentiality : This Agreement, any information provided by either of the Parties or any of their respective Agents pursuant hereto, and all the matters related to Exploration Expenses, are and shall be kept confidential and shall only be disclosed to those employees, directors, contractors, representatives, attorneys, investors, financial analysts and consultants of each Party who, by virtue of their respective tasks and positions and the objectives established herein, need to know, in which case only the information necessary shall be disclosed. Each of the Persons mentioned, prior to receiving any confidential information, must have been informed by the Party disclosing said information (the "Disclosing Party") of the confidentiality obligation contained in Section XVI and it must be ensured that, by its actions, the Disclosing Party is not in breach of the terms of this Agreement. Solely for the purposes of this Section XVI, if

    24


    FKM is the Disclosing Party, CCSA shall be the "Other Party" , and if CCSA is the Disclosing Party, FKM shall be the "Other Party ".

    The confidentiality obligation shall not apply to information:

    (a)             that the Disclosing Party must disclose as a requirement of any applicable law, regulation, contract or legally enforceable written policy, or due to published rules or any obligatory requirement of any stock exchange in which shares of the Disclosing Party or of an Affiliate are listed, which it has been required to join (or due to any law applicable to said shares);

    (b)            that the Disclosing Parry must disclose as a requirement in a legal proceeding or by an order or requirement of a court of competent jurisdiction or by any other competent Government Authority;

    (c)            that is or becomes accessible to the general public (but said accessibility is not the result of a disclosure on the part of the Disclosing Party in breach of this Agreement); or

    (d)            that was known to the Disclosing Party prior to the disclosure of the information; in the event of the cases described in clauses (a) and (b) above, and whenever reasonably possible, the Disclosing Party must promptly provide notice in writing to the Other Parry prior to disclosing the information, and said notice must include details of the form, nature and purpose of the disclosure, so that the Other Party is able to obtain a protective measure or any other suitable remedy or exception to compliance with this Agreement. The Disclosing Party must cooperate reasonably with the Other Party, at the sole expense of the Other Party, in the Other Party's efforts to obtain said protective measure or other suitable remedy. If it is not possible to obtain a protective order or other suitable remedy or the Other Party does not release [it] from compliance with this Agreement, the Disclosing Party shall disclose only the portion of information that is legally required or requested, and shall reasonably attempt to safeguard the confidentiality of any information mat has been disclosed.

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    16.2 Public Announcement: Neither Parry may make a public announcement regarding the Bajo Pobre Mining Property project without the prior written consent of the other Party, unless the announcement is required under applicable laws or stock exchange regulations.

    SECTION XVH             APPLICABLE LAW AND RESOLUTION OF CONTROVERSIES

    17.1       Applicable Law; This Agreement shall be governed and interpreted in accordance with the laws of the Argentine Republic.

    17.2        Resolution of Controversie s: Any dispute, controversy or difference that arises from or in connection with any provision of this Agreement or from a breach hereof, including any matter regarding its validity, enforceability, construction, termination or infringement, shall be amicably decided by the Parties. If said dispute, controversy or difference is not amicably resolved by the Parties within thirty (30) calendar days of the receipt of a written notice by one Party from the other Parry (the "Arbitration Notice "). the matter shall be finally resolved by arbitration in accordance with the terms established in this Section and, subsidiarily, in accordance with the Regulations of the General Arbitration Tribunal of the Stock Exchange of the Autonomous City of Buenos Aires. The number of arbitrators shall be three (3). Within five (5) days of the receipt of the Arbitration Notice, each of the Parties must choose an arbitrator and notify the other Party thereof. The two designated arbitrators shall have an additional five (5) days to choose the third arbitrator. The arbitrator (or each arbitrator, as applicable) must have experience in the mining industry and in matters related to international, financial and business affairs, and no type of relationship with either Party. The place of arbitration shall be the Autonomous City of Buenos Aires, and the language to be used during the proceedings shall be Spanish. The arbitration award must be supported by Argentine law and by business principles that are reasonable and consistent with the terms of the Agreement. Said award shall be final and enforceable between the Parties. The costs of arbitration shall be subject to the final arbitration decision. Except in the event of termination, the Parties must continue to comply with their obligations under this Agreement until the date of the arbitration award. The arbitration award may be entered in any court with jurisdiction over the Parties.

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    SECTION XVm            NOTICES

    18.1 Notices ; All notices, requests, demands or any other type of communication that are permitted to be served by one Party to the other Party pursuant to the terms contained herein must be made in writing and delivered personally or by fax addressed to the other Party or delivered to said other Party as follows:

    To FKM, at:
    Attention: Mr. Arturo Canero
    Angelelli 9, Barrio Guernes
    Comodoro Rivadavia
    Argentina

    Tel/fax: (54-11) 297-446-2500

    To CCSA, at:
    Attention: Danilo Silva / Raul Bonfada
    Av. Truinvirato 4125,7° "E"
    C1431FBE - Buenos Aires
    Argentina

    Tel/fax: (54-11) 4523 5078

    With copies to:
    Attention: Ignacio J. Randle / Alejandro M. Massot
    Cerritoll86,3°
    C1010AAX - Buenos Aires
    Argentina

    Tel/fax: (54-11) 4816-5009

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    19.6       Absence of Third Party Beneficiarie s; Nothing in this Agreement or in any other agreement or instrument executed in relation hereto, now or in the future, express or implicit, shall grant any Person other than the Parties hereto, and each of their successors and transferees admitted under this Agreement or other such agreements or instruments, benefits of any right or remedy under this Agreement.

    19.7        Languag e: Without prejudice to any translation into English of this Agreement or of any other agreement or instrument executed in relation hereto, the version of this Agreement in the Spanish language shall be the original instrument and, in the event of conflict between the English and Spanish versions, the Spanish version shall prevail.

    19.8       Currency ; All the Exploration Expenses contained herein are in Dollars of the United States of America. In order to determine the equivalent of said amounts in Argentine Pesos, the Parties shall use the average between the buying price and the selling price of the Dollar of the United States of America published by the Banco de la Nacion de Argentina at the close of the first business day of the calendar month in which said Exploration Expenses are incurred. In the event that the Banco de la Nacion de Argentina does not publish prices on the first business day of the month in question, the Parties shall use the price published on the first day after the first business day of the respective month, or, if no price is published during the entire month, the Parties shall use a mutually accepted price.

    19.9        Entire Agreement - Termination of Prior Agreement s; The attachments and appendices hereto shall constitute an integral part of this Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior discussion, negotiation or agreement between the Parties with regard to the purpose hereof. CCSA and FKM agree that with the execution of this Agreement, the Letter of Intent shall automatically terminate and be of no further effect. A reference hereto includes references to this Agreement and its appendices and attachments as amended, changed, added to, replaced and/or reaffirmed in any way from time to time. All references to sections, paragraphs, clauses, appendices, and attachments shall refer to such parts of this Agreement unless otherwise stipulated in some part of this Agreement.

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               IN WITNESS WHEREOF, each Party signs this Investment, Exploration and Option Agreement on this 28* day of March, 2007.

      [ILLEGIBLE SIGNATURE]
      CERRO CAZADOR S.A.
      For
      Name: Danilo P. Silva
      Title: PRESIDENT
       
       
      [ILLEGIBLE SIGNATURE]
      FKMEVERAS.A.
      For: ARTURO CANERO
      Name:
      Title: President

    30


    APPENDIX A
    BAJO POBRE MINING PROPERTY

    1) File No. 409.162/M/94 - Manifestation of Discovery, Johana Belen Mine. The canon is owed for the first and second halves of the years 2005 and 2006. Presentations are owed to the Mining Office requested during 2005. The file has no presentations after 2005.

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    APPENDIX D

    IRREVOCABLE POWER OF ATTORNEY

    Notarial Instrument No.________. In the City of Buenos Aires, before me, Civil Law Notary in the City of Buenos Aires, this ____ day of the month of _____, 2007, there appears ______________, President of FK Minera S.A. ("FKM"), a company duly incorporated and organized under the laws of the Argentine Republic, with domicile at ____________, Argentina, who states in relation to an Investment, Exploration and Option Agreement (the "Investment Agreement"), executed between Cerro Cazador, S.A., a company duly incorporated and organized under the laws of the Argentine Republic, with domicile at Cerrito 1186, 3 rf floor, Autonomous Chy of Buenos Aires, Argentina ("CCSA"), and FKM.

    Pursuant to the terms agreed in the Investment Agreement, FKM hereby grants CCSA irrevocable power of attorney, effective from the date on which CCSA or whoever CCSA designates takes up the affairs and management of the Bajo Pobre Mining Property, File No. 409.162/M/94 - Manifestation of Discovery, Johana Belen Mine, filed with the Mining Office of the Province of Santa Cruz, initiated or to be initiated and pursued throughout its processing. To this end, the agent is vested with the implicit powers as determined by the nature of the agency and those arising from the acts and contracts established by the Mining Code, and in particular is empowered to: 1) act in all proceedings related to the acquisition, exploitation and use of mining substances, to which end it may: a) request permits for prospecting, operation, claim staking and ordinary use; b) request concession, demarcation, extension and separation of claims; c) report discoveries of mines and concessions for abandonment; d) apply for unclaimed land and surveys and demarcations; e) form mining groups and prospecting or exploitation companies; f) establish easements and usufructs and contract and settle loans; and g) give and demand securities; 2) buy, sell, lease and transfer mines, and also transfer mining rights and shares free of charge or against payment, to which end it may set prices, forms of payment, interest, terms, give and demand collateral and conditions, pay and receive, give and take possession, settle property taxes; confer special powers of attorney associated with the object of the agency; 3) grant, accept and sign any public and private instruments that the agency makes necessary; 4) carry out any business as may be required with public departments and/or private offices, in fulfillment of all the formalities arising from its dealings with the Provincial Mining Office of Santa Cruz, presenting all manner of instruments and applications, completing and signing forms, formalities and sworn statements; 5) appear in defense of the interests of its principal in relation with its mining affairs and operations before the Courts of the Nation or of the Provinces, of any competence or jurisdiction, taking part in the relevant proceedings on its own behalf or through attorneys, as plaintiff or defendant or in any other capacity with the power to present instruments, titles and any kind of document, to challenge, file or answer claims of any kind, attend hearings and certifications of documents, signatures and bills of exchange, or examinations of expert witnesses, challenge, reject and extend jurisdictions, make and reply to interrogatories and produce any kind of evidence or information, to file a motion, waive legal remedies or rights afforded by legal provisions, file claims with arbitrators, challenge, settle or rescind transactions, take or receive oaths, request attachments prior to or after judgments or injunctions and the lifting thereof, evictions and expulsions, grant stays or respites, agree on terms, appoint and approve the appointment of property assessors, auctioneers, notaries, experts in any Held, accept or reject payment installments and debts, accept and demand

    34


    securities, assurances, bonds and other guarantees, serve letters rogatory, writs, judicial requests, orders and summons, adopt or request conservatory measures, transcripts, registrations and the return of documents and certified copies of records, call for insolvency or bankruptcy proceedings for delinquent debtors, with the power to attend the creditors* meeting, verify or observe its progress, appoint receivers and surveillance committees, accept, reject and revoke bankruptcy settlements, as well as awards, the assignment of assets or other agreements, request reinstatements, undertake surveying, establish boundaries and pay legitimate debts; and, in short, to undertake any acts, negotiations and formalities conducive to the best performance of this agency, while the grantor shall be required to accept as valid and final all acts performed by the agent by virtue of this power, and the participation of the grantor in all or any of the acts listed herein shall not in any way revoke, suspend or limit the power herein granted. Before me, Civil Law Notary, registered with the Notary Association of the city of Buenos Aires under the Number _______, the aforementioned party has stated his will to grant CCSA this irrevocable power of attorney, and CCSA hereby accepts said irrevocable power of attorney.

    35


    APPENDIX E
    ROYALTY AGREEMENT

               THIS ROYALTY AGREEMENT (the "Royalty Agreement ") is executed and entered into this ___ day of ____ , 200_ (the "Date of Execution ").

    BY AND BETWEEN:

               CERRO CAZADOR S.A., a company duly incorporated and existing under the laws of Argentina, with domicile at Cerrito 1186,3 rd Floor, Autonomous City of Buenos Aires, Argentina ( "CCSA" ); and

               FK MINERA S.A., a company duly incorporated and existing under the laws of Argentina, with domicile at Angelelli 9, Barrio Giiemes, Comodoro Rivadavia, Argentina ( "FKM" ).

    CCSA and FKM shall be referred to herein jointly as the "Parties" and each one individually as a "Party" .

    WHEREAS:

    (A)      CCSA and FKM have executed an Investment, Exploration and Option Agreement dated March 28, 2007 (the "Investment Agreement "), whereby FKM has granted CCSA the sole, immediate, exclusive and irrevocable option to acquire an interest of 100% of all or any part of the Bajo Pobre Mining Property.

    (B)      The Parties agreed that if CCSA decides to exercise the Option and FKM transfers to CCSA 100% of the Bajo Pobre Mining Property under the terms of the Investment Agreement, FKM shall have the right to receive a royalty pursuant to the terms and conditions established in this Royalty Agreement.

    THEREFORE, in consideration of the covenants and conditions contained in the Investment Agreement and herein, the sufficiency of which is acknowledged by the Parties, the Parties agree on the following:

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    SECTION I            DEFINITIONS

    1.1.        Definitions ; The following terms shall have the following definitions unless otherwise established in another part of this Royalty Agreement

               "Investment Agreement " shall have the meaning set forth in the whereas clauses of this Royalty Agreement.

               "Baio Pobre Mining Property" shall have the meaning set forth in the whereas clauses of this Royalty Agreement, and more particularly that set forth in Appendix A of the Investment Agreement "CCSA" shall have the meaning set forth in the whereas clauses of this Royalty Agreement "Date of Execution " shall have the meaning set forth in the introductory paragraph of this Royalty Agreement "FKM" shall have the meaning set forth in the whereas clauses of mis Royalty Agreement "Royalty" shall have the meaning set forth in Section 2.1 herein.

               "Royalty Agreement " shall have the meaning set forth in the introductory paragraph of this Royalty Agreement.

               " Option " shall have the meaning set forth in Section 4.1 of the Investment Agreement "Parties " shall have the meaning set forth in the whereas clauses of this Royalty Agreement.

               "Annual Payments" shall have the meaning set forth in Section 2.4 herein.

    1.2       Headings: The headings of the sections and appendices in this Agreement are merely referential in nature and under no circumstances may they affect the meaning or interpretation of this Royalty Agreement.

    SECTION n             ESTABLISHMENT OF ROYALTY

    2.1 If, and only if, CCSA decides to exercise the Option and FKM transfers 100% of the Bajo Pobre Mining Property to CCSA under the terms of the Investment Agreement, FKM shall have the right to receive a royalty equal to 1%, without duplication, of the net proceeds of all the gold and silver refined from ore or products

    37


    sent from the Bajo Pobre Mining Property (the "Royalty"), under the terms and conditions agreed in this Royalty Agreement.

    2.2 In order to determine the Royalty, the refined gold and silver shall be deemed to be sold at the Average Monthly Prices determined according to the daily bulletin

    London Bullion Market Association P.M Gold and Silver Fix during the month. Gold and silver production shall mean the amount of refined gold and silver produced in a calendar month by a third, independent refinery or from the ore produced by the Bajo Pobre Mining Property on the basis of a final agreement.

    23 CCSA shall deduct from each Royalty payment the costs, charges and expenses for refining or smelting of the dore of the Bajo Pobre Mining Property that is delivered for processing, including claims for treatment in the smelting and refining process, including handling, processing, interest, provisional fees, sampling, representation costs, penalties and/or other process deductions.

    2.4 The minimum payment received by FKM may not be less than US$100,000 per year (the "Annual Payments" ) subject to Section HI herein, on the understanding, however, that CCSA will also deduct from each Royalty Payment any payment already made to FKM.

    SECTION ffl             PURCHASE OPTION

    3.1 CCSA shall have the right, at its sole and exclusive discretion, whether directly or through an Affiliate, to purchase the full Royalty right for an amount of US$1,000,000 in cash, less any and all payments that it has made to FKM under this Royalty Agreement.

    SECTION IV            DURATION

    4.1 This Royalty Agreement and FKM's right to receive Royalty-based payments shall come into effect on the date on which CCSA exercises the Option pursuant to the terms established in the Investment Agreement, and shall remain in effect for (i) ten (10) years or (ii) until the time at which FKM has received the total amount of US$1,000,000; whichever occurs first.

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    SECTION V            INTERPRETATION

    5.1 The Parties agree that this Royalty Agreement shall be interpreted in accordance with the Investment Agreement. Under no circumstances may this Royalty Agreement be interpreted in a way that contradicts or amends the Investment Agreement. In the event of conflict between the Investment Agreement and this Royalty Agreement, the Investment Agreement shall prevail.

    SECTION VI             ASSIGNMENT OF RIGHTS

    6.1 Neither of the Parties may assign any right derived from this Royalty Agreement to a third party, except in cases provided for in the Investment Agreement.

    SECTION VH             APPLICABLE LAW. JURISDICTION

    7.1       This Royalty Agreement shall be governed and interpreted pursuant to the laws of the Argentine Republic.

    7.2      The Parties agree to resolve any dispute, discrepancy or claim that may arise from the interpretation, application or compliance with the obligations assumed herein in accordance with the Investment Agreement.

    SECTION VH            DOMICILES AND NOTICES

    8.1       For the purposes of this Royalty Agreement, the Parties establish their domiciles as the same as those established at the beginning of this Royalty Agreement, where any notice or summons, whether judicial or extrajudicial, shall be held valid.

    IN WITNESS WHEREOF, each Party signs this Royalty Agreement this ___ day of the month of____ , 200_.

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    EXPLORATION AGREEMENT WITH OPTION FOR EXPLOITATION OF LA JOSEFINA MINING AREA

    By and between FOMENTO MINERO DE SANTA CRUZ SOCIEDAD DEL ESTADO with domicile at Alberdi No. 643 in this city, herein represented by its president, Armando R. TRABA, hereinafter FOMICRUZ S.E. and: the company CERRO CAZADOR S.A. incorporated under an instrument dated February 13, 2006, executed before the Notary of the City of Buenos Aires Felipe Manuel Yofre, on Folio 1 at the Registry No. 4373 under his charge, registered with the Corporate Control Authority (IGJ) on March 30,2006 under number 4879 of Book 31 of Stock Companies, with domicile at Cerrito 1186, 3rd floor, in the Autonomous City of Buenos Aires; and with special domicile in this city of Rio Gallegos at Pasaje Feruglio No. 157; herein represented by its president, Mr. Danilo Patricio SILVA, National Identity Document No. 14.924.939, resident at Alvear Bis 782 in the Town of Pigue, Province of Buenos Aires; by virtue of the designation awarded to said position by the company's articles of incorporation, hereinafter CCSA and, collectively, the PARTIES;

    WHEREAS:

              FOMICRUZ S.E. holds the mining rights to the area "La Josefina" according to the documentation filed at the Provincial Mining Office as described in the relevant Bidding Terms and Conditions;

              FOMICRUZ S.E. issued Tender 05/06 as per the processing of File No. 151.361/F/06, which was awarded to the company CERRO CAZADOR S.A. in Board Resolution No. 084 dated May 2,2007;

              Under the Bidding Terms and Conditions of the aforementioned Tender 05/06, and of the bid submitted and the revised version thereof, the parties agree to execute this "Agreement for Exploration with Option for Exploitation of the La Josefina Mining Area", which will be governed by the following clauses and conditions:

    ONE: PURPOSE: FOMICRUZ S.E. grants CERRO CAZADOR S.A. the right of exploration which includes the prospecting, exploration and feasibility study of the

    [ILLEGIBLE SIGNATURES]


    "La Josefina" Project in the Department of Deseado, Province of Santa Cruz, in accordance with the mining rights processed under the ownership of FOMICRUZ S.E. or those that may take their place in the future, including Manifestations of Discovery or the Titles that take their place, in accordance with the Mining Code, with the right to opt for exploitation in accordance with the Bidding Terms and Conditions and Clause FOUR of this agreement.

    TWO: TERM: The period of exploration is FOUR YEARS, consisting of three sub-periods, the first two for a year each, and the third for two years. This final period includes the time required for the completion of the pre-feasibility and economic feasibility studies for the Project. CCSA will be entitled to exercise the option for exploitation for a period of 40 years as provided under the conditions of this agreement, upon completion of the exploration phase, in accordance with the Bidding Terms and Conditions of Tender 05/06.

    THREE: CCSA undertakes to develop the mineral exploration program in accordance with the bid submitted for Tender 05/06 and the revised version thereof, which forms an integral part hereof as Appendix I, within the time specified therein for each sub-period, for an amount of US$6,000,000. During the investment process, any amendment that CCSA considers and justifies should be made to said Exploration Program must be submitted for consideration to Fomicruz S.E., but in no event may any such amendment reduce the amount of the agreed investments. If FOMICRUZ S.E. does not issue a response within 60 calendar days of the date of the full submission of the documentation filed for consideration by CCSA, it shall be assumed that it has no objections thereto.

    Without prejudice to the foregoing, any surplus investment by CCSA in accordance with the aforementioned timetable, during any sub-period, may be deemed an advance on the agreed investment for the next sub-period, provided FOMICRUZ S.E. agrees to consider it as such.

    FOUR: FOMICRUZ S.E. grants CCSA the right to opt for exploitation of the "La Josefina" area upon fulfillment of the investment plan and completion of the exploration phase. After submission of the final feasibility plan, which shall be subject to approval by FOMICRUZ S.E. within a maximum period of ninety (90) days after its submission, CCSA shall have a period of up to forty-five (45) days from the date of notification by FOMICRUZ S.E. to take up the option of exploitation, and if this option is taken up within sixty (60) days thereafter the Usufruct Agreement shall be signed and the Corporation shall be incorporated pursuant to Clause 17 herein. Upon execution of the Usufruct Agreement, the periods shall begin for CCSA's fulfillment of the following obligations:


    a) Within a set Period that may not exceed nine (9) months after the conclusion of the accepted exploration timetable, subject to duly certified notice being given to FOMICRUZ S.E., the preparation for exploitation of the Deposit, and within a period that may not exceed eighteen (18) months after the same date, the construction of the processing facilities and necessary infrastructure shall be initiated.
    b)
    Within a period counting from the end of the period established in the preceding paragraph, which may not exceed eighteen (18) months, the exploitation and processing of minerals shall commence.
    c)
    All processing, including necessary refining processes, shall be carried out within the Province of Santa Cruz. For fulfillment of the refining stage, that is, for ninety-nine point nine percent (99.9%) pure gold and silver, the Bidder may establish an additional period of twelve (12) months from the end of the period specified in the preceding paragraph, provided that the feasibility study demonstrates its economic viability.
    d)
    FOMICRUZ S.E. shall be paid a percentage share of production in refined metal at the place of refining or in a cash payment to a current account with the banking institution and in the place specified by FOMICRUZ S.E., pursuant to the stipulations of ARTICLE 21, subsection B) of the Bidding Terms and Conditions of Tender 05/06 and the bid.

    Among the obligations that CCSA assumes under this clause, the parties expressly agree that CCSA shall be required to build a refinery only if the Feasibility Study demonstrates its economic viability.

    FOMICRUZ S.E. may choose to have a stake in the future corporation to be incorporated between the parties, with up to 49% of share capital, in which case it must contribute the equivalent of said percentage in investments made, according to the amount specified in Clause THREE herein, pursuant to the following methodology: The initial interest of FOMICRUZ S.E. in the future Corporation to be incorporated and in the profits thereof shall be 9% (nine percent). After the final Feasibility Study, and subject to CCSA taking up the option of Exploitation, FOMICRUZ S.E. may exercise a one-time option for acquisition of up to 49% (forty-nine percent) of stock in the future corporation to be incorporated, pursuant to the following system: a) to acquire 10% (ten percent) of the stock and thereby become owner of 19% (nineteen percent) of the stock, FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 10% (ten percent) of the investments documented and executed during the Complementary Exploration

    [ILLEGIBLE SIGNATURES]


    Period; b) to acquire an additional 10% (ten percent) interest in the future corporation, thereby increasing its ownership interest from 19% (nineteen percent) to 29% (twenty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 20% (twenty percent) of the investments documented and executed during the Complementary Exploration Period; c) in order to acquire an additional 20% (twenty percent) interest in the future corporation, thereby increasing its ownership interest from 29% (twenty-nine percent) to 49% (forty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 25% (twenty-five percent) of the investments documented and executed during the Complementary Exploration Period.

    FIVE: CRITICAL POINTS: At the end of each exploration sub-period in accordance with the investment timetable (Appendix I attached hereto), CCSA reserves the right to terminate this agreement if the expected results in the exploration are not obtained, in accordance with the details contained in the bid and after all investments planned for each sub-period has been made. This agreement may also be terminated if the final feasibility study (prepared by CCSA) fails to demonstrate the necessary economic and technological conditions for profitable exploitation, and within the periods established under the Bidding Terms and Conditions of the Tender for "La Josefina".

    SIX: OBLIGATIONS OF THE PARTIES:

    A) Rights of CCSA

    a) During the exploration period, CCSA shall be responsible for carrying out all mining, prospecting and exploration activities in the "La Josefina" project, and shall be its Operator;

    b) As Operator, CCSA shall conduct mining operations in accordance with existing legal regulations and applying best practice standards, acting rationally to prevent any kind of damage to the deposit, in strict compliance with standards pertaining to the activity, and all environmental, labor, and other regulations that directly or indirectly apply to said activity;

    B) CCSA assumes the following obligations:


    a) To implement the minimum investment plan attached as Appendix I hereto, providing the funds required for the exploration process.

    b) To grant FOMICRUZ S.E. the following percentage shares:
    In the Usufruct Agreement to be executed, CERRO CAZADOR S.A. shall grant FOMICRUZ S.E. a percentage share of 5% (five percent) as holder of the Mining Rights to the minerals and metals extracted from the Deposit, whatever the nature of these may be.

    c) In the event that exploration is not continued, or the exploitation option is not taken up pursuant to this agreement, CCSA undertakes to deliver to FOMICRUZ S.E. exclusive ownership of the Feasibility Study, if any exists, and all studies, papers, samples and core samples, reports completed and, in general, any other documentation produced in connection with this Agreement, without any right to file claims with regard thereto;

    d) CCSA undertakes to hire manual workers with Argentine citizenship and residing in the Province of Santa Cruz, and technical and professional personnel preferably with Argentine citizenship and residing in the province of Santa Cruz;

    e) CCSA undertakes to establish the places of residence of the personnel and the logistical support for the camp and its activities in the Province of Santa Cruz;

    f) To purchase the necessary insurance policies with coverage for the activities involved in the operations under this Agreement;

    g) To provide, at its sole expense and risk, the technology, capital, equipment, machinery, labor, and, in general, all the investments necessary for the due fulfillment of the Agreement in accordance with the stipulations of the Bidding Conditions;

    h) To execute its tasks using the most rational and efficient techniques in keeping with the characteristics and magnitude of the exploration and exploitation tasks, so as to obtain the maximum mineral production that is technically and financially possible;

    i) Any sub-contractors employed must have technical expertise and shall act under the responsibility and charge of CCSA;

    j) To adopt all necessary measures to prevent or reduce damage to the deposit in connection with the operations;

    [ILLEGIBLE SIGNATURES]


    k) To adopt all necessary measures to prevent or reduce damage to agricultural activities, and to adopt the safety measures required by law or recommended in accordance with accepted practices in the field;

    1) To comply with national, provincial and municipal laws and regulations applicable to this Agreement;

    m) To maintain the validity of the mining rights by complying with all obligations established under the Mining Code applicable to the holder thereof, such as the payment of the mining canon, with confirmation provided to FOMICRUZ S.E. 72 hours prior to the respective due date that payment has been made; and, moreover, the fulfillment of any other mining concession obligations that may in the future apply to the mining rights granted for the area to FOMICRUZ S.E. The first mining canon due date shall be determined in proportion to the time elapsed from the execution of this agreement, and the same criterion shall apply to the established cases of termination of the same.

    n) To keep FOMICRUZ S. E. informed, to which end it undertakes to submit a quarterly report on work progress, with a copy of all sampling and analysis results that have been carried out, and FOMICRUZ S.E. shall be entitled to request additional information outside of the aforementioned schedule whenever it deems appropriate;

    n) To allow FOMICRUZ S.E. access to the area to exercise its right of inspection, providing accommodations in conditions similar to those provided for senior staff for a maximum group size of six persons;

    o) CCSA undertakes to maintain its capacity as operator of this agreement; no amendment may be made to this obligation unless it is expressly approved by FOMICRUZ S. E.;

    p) CCSA shall not initiate any process related to Mining Rights, either on its own or through any intermediary, parent or subsidiary company, or any company connected in any way with any CCSA employee, during the term of the Agreement and for two years after the termination thereof for any reason, within the area of the existing mining rights or those taking the place thereof, or within two kilometers of said area or in the vicinity thereof in the event that the mineralized zone continues beyond the area to which this agreement pertains. In the event of a breach hereof, Fomicruz S.E. shall automatically assume ownership of any new right, or any which CCSA might obtain through the breach of the obligation contained in this subsection. In the event that the mineralized zone continues beyond the "La Josefina" Area and into areas


    where no mining rights exist, the new mining rights covering this mineralized zone shall be included in this agreement automatically, with the exception of those mining rights covering the continuation of the mineralized zone of the "La Valenciana" Reserve. CCSA undertakes to submit a list to FOMICRUZ S.E. within ten days of the execution of this agreement, containing all the mining files in its possession and has submitted to the Provincial Mining Office of the Province of Santa Cruz, and this list shall have the effect of an Affidavit.

    q) CCSA shall assume all expenses involved in processing and assessment of the mining rights which FOMICRUZ S.E. holds or is applying for in the area to which this agreement pertains, including those that may arise from the processing of applications related to Grupo Minero;

    C) FOMICRUZ S.E. assumes the following obligations:

    a) It shall not, in any way, dispose of the mining rights under this agreement or grant them as security through any mortgage, pledge, assignment, trust or any other encumbrance or personal or real property interest that would restrict or limit the rights granted by this Agreement;

    b)It shall provide CCSA with all information available on the area, whether technical or legal, public or private, that FOMICRUZ S.E. currently possesses or may possess in the future;

    c) If CCSA exercises the right to take up the exploitation option, FOMICRUZ S.E. shall grant the usufruct of the mining rights, executing the corresponding agreement, and incorporating the corporation as established in the Bidding Terms and Conditions;

    d) It shall maintain ownership of mining rights, continuing to process the necessary files, or those that may replace them in the future, in accordance with the Bidding Terms and Conditions;

    e) In the event that CCSA is unable to take an action necessary to preserve the validity and legal status of the Project, free from encumbrances, including any new mining right, and provided that it gives notice thereof to Fomicruz S.E., the latter shall take the appropriate action to achieve said objective;

    D) The two PARTIES undertake reciprocally:

    [ILLEGIBLE SIGNATURES]


    NINE: ENVIRONMENTAL OBLIGATIONS: CCSA must employ the techniques necessary for environmental conservation, carrying out activities in ways that protect the natural resources and the environment, in accordance with current environmental legislation. Moreover, it shall be responsible for the conservation of the environment and for analyzing the impact produced by its activities, along with other measures it proposes to adopt to mitigate adverse effects on the environment, as of the date of execution of this Agreement, undertaking to comply with the provisions of the Mining Code and other environmental regulations now in effect or those that may be introduced in the future, and undertaking to hold FOMICRUZ S.E. harmless against any claims arising from the actions of CERRO CAZADOR S.A., its employees or contractors.

    TEN: EASEMENTS: CCSA assumes the responsibility of fulfilling all obligations established by the Mining Code and other applicable legislation with respect to the surface landowners). It shall execute Easement Agreements for the land affected by the prospecting, exploration and exploitation works, such as roads, camps, the processing plant, mining claims, and so on. Within a period of two months from the date of this Agreement, CCSA must submit to FOMICRUZ S. E. the agreement executed with the surface landowners). In the event that such an agreement has not been reached, upon expiration of the aforementioned period, FOMICRUZ S.E. shall convene a meeting between CCSA and the surface landowners) within the month immediately following. If no agreement is reached, FOMICRUZ S.E., in its capacity as holder of mining rights, shall submit the settlement agreement that CCSA undertakes to fulfill to the Provincial Mining Office. The parties may agree, pursuant to the conditions that they deem most suitable, to exercise the rights of Articles 156 and 157 of the Mining Code, at CCSA's request. Moreover, the leasing of the Piedra Labrada livestock ranch shall be carried out by CCSA, who must submit the agreement with the surface landowners) to FOMICRUZ S.E. within thirty days of execution of this Agreement. Upon submission of said agreement, CCSA must establish an agreement with FOMICRUZ S.E. with respect to the items, improvements and facilities established by FOMICRUZ S.E. in the house, outbuildings and storehouses that constitute the constructions of the Piedra Labrada livestock ranch.

    ELEVEN: ACTS OF GOD OR FORCE MAJEURE: As established in Articles 513 and 514 of the Civil Code, in the event of ACTS OF GOD or FORCE MAJEURE, the rights and obligations arising from the AGREEMENT shall be suspended for the duration of said event. The PARTY that so claims must provide notice to the other PARTY within 30 days of becoming aware of the circumstances constituting the ACT OF GOD or FORCE MAJEURE, attaching all documentation

    [ILLEGIBLE SIGNATURES]




    which, in its opinion, proves such a situation, and advising the duration and extent of the suspension, whether such is total or partial, and its nature. By operation of law, the PARTIES shall resume the rights and obligations that were suspended under the foregoing as soon as the ACT OF GOD or FORCE MAJEURE disappears. To this end, the PARTY claiming the alleged impediment must notify the other PARTY of such, and the other PARTY shall not be entitled to claim indemnity for the period of inactivity. In the case of [sic] in Clause Six A) b) herein, under no circumstances shall any ACT OF GOD or FORCE MAJEURE be deemed to affect any obligation of delivering monetary amounts to FOMICRUZ S. E.

    TWELVE: TRAINING: CCSA undertakes to prepare an instruction and training plan for personnel designated by FOMICRUZ S.E. for six people per year, in activities to be established by mutual agreement between the parties throughout the life of the agreement Each year, the parties shall determine the training plan to be implemented. Personnel designated by FOMICRUZ S.E. for training shall have no employment relationship with CCSA, and thus CCSA shall assume no liability arising from labor legislation, except for the costs of program attendance and completion, which shall be borne by CCSA.

    THIRTEEN: CONFIDENTIALITY: Throughout the life of this agreement, any data or information of any kind or nature that is related to the performance hereof shall be treated by the PARTIES as strictly confidential, meaning that the content hereof and the information necessary for its fulfillment shall under no circumstances be fully or partially disclosed to third parties without the prior written consent of the other party. Excluded from this limitation is information that is required by government or judicial authorities or by a new stakeholder or potential investors, or information made available to companies in the situation described in Article 33 of Law 19550 in relation to either of the PARTIES, or any statement or news release made by CCSA or any related company for the sole purpose of obtaining financing.

    In order to disclose confidential information to a third party in the event of any proposal under which said third party might have an interest in this agreement, said party must sign a confidentiality agreement with the prior approval of both parties. If either PARTY uses, in the performance of the AGREEMENT, a technology owned by said PARTY, the other PARTY may not use or disclose such technology without first obtaining the written consent of the owning PARTY. The PARTIES shall determine the appropriate measures to ensure that their employees, agents, representatives, proxies and subcontractors observe all of the confidentiality obligations established herein.




    Agreement, considering, for said purposes, the percentages and conditions contained in the bid and its revised version.

    Without prejudice to the foregoing, or in the event that CCSA has fulfilled all of the investment commitments, that is to say, six million dollars, prior to completion of the exploration period, CCSA may exercise the option for exploitation of the "La Josefina" project ahead of schedule, during one of the three sub-periods.

    EIGHTEEN: MINING INVESTMENT ACT: CCSA undertakes to provide FOMICRUZ S.E. with proof of registration with the National Ministry of Mining under the Mining Investment Act, and shall be required to inform said regulatory authority of the enterprise described in this Agreement within a period of sixty days after the execution hereof.

    NINETEEN: All expenses resulting from the execution and fulfillment of this agreement shall be borne by CCSA, including those resulting from the Stamp Act, or, where applicable, the processing of benefits accorded by Act 2354 and its Regulatory Decree No. 1437.

    TWENTY: LIABILITY: CCSA shall be solely liable for conducting and completing the work agreed herein.

    If any action is brought by any third party for events, acts or omissions attributable to fraud, the party mat has committed fraud shall respond exclusively for those events, acts or omissions and must indemnify the other party against any consequences that may affect it, without prejudice to the right to amounts that it may have had to pay for claims by affected third parties.

    TWENTY-ONE: ASSIGNMENT: Assignments and Conditions for Admission of New Members: Neither of THE PARTIES may assign this Agreement without the prior express authorization of the other PARTY.

    In any case of admission of a new member, the obligations to FOMICRUZ S.E. arising from this agreement shall be assumed jointly and severally.

    TWENTY-TWO: EQUIVALENCE: All investment expenses contained in herein are in Dollars of the United States of America. In order to determine the equivalence of such amounts in Argentine pesos, THE PARTIES shall use the average between the buying and selling rate for the U.S. dollar, published by the Banco de la Nation Argentina at the close of the First business day of the calendar month in which said exploration expenses were incurred. In the event that said banking institution does not publish rates on the date specified, THE PARTIES shall use a rate mutually agreed between them.


    TWENTY-THREE: RELATIONSHIP OF THE PARTIES: The rights, privileges, duties, obligations and responsibilities between THE PARTIES shall be individual and not joint or collective, and there shall be nothing contained herein that might be interpreted as implying that the parties are creating a partnership, association, agency or trust of any kind, or an imposition upon either party of any corporate duty, obligation or liability.

    TWENTY-FOUR: DOMICILES: For all legal purposes, the parties hereby establish their domiciles as the following: FOMICRUZ S.E. Alberdi No. 643, Rio Gallegos and CERRO CAZADOR S.A. Pasaje Feruglio No. 157, Rio Gallegos, to which addresses all judicial or extrajudicial notices served shall be valid.

    REPRESENTATIONS OF THE PARTIES: FOMICRUZ S.E. represents that there are no existing judicial or administrative claims limiting the availability of the mining rights to which this agreement pertains.

    CCSA designates as persons authorized to receive, on its behalf, any types of notices, and to provide responses to documents and reports that relate to this Agreement and the obligations assumed herein, Messrs. Danilo SELVA and/or Raul BONFADA, C.P.A., to act interchangeably, alternately and individually on behalf of CCSA in its dealings with FOMICRUZ S.E. This authorization shall be valid until duly certified notice of its revocation is served to FOMICRUZ S.E., remaining in full effect until such a time and rendering valid all acts that, by consequence, are executed by the authorized persons.

    In witness whereof, 2 identical counterparts are signed in the City of Rio Gallegos, capital of the Province of Santa Cruz, Argentine Republic, on the 24th day of July of the year Two Thousand and Seven.

    [3 ILLEGIBLE SIGNATURES]




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    Financial Bid for the Complementary Exploration of the

    "La Josefina" Project

    Article 21 of the Bidding Terms and Conditions, TenderN° 05/06,

    FOMICRUZS.E.

              This financial bid has been prepared in accordance with the definitions assumed by the professionals of Fomicruz S.E., which are fully expressed in their statement ''the financial outlook for the sector studied is good, being linked to the possibility of finding a bonanza of epithermal mineralizations, which are characterized by being tightly controlled by their structure and presenting high precious metal content in low vein volumes."

              The board of directors of Cerro Cazador S.A. has visited the "La Josefina" Project on at least four occasions in the past 10 years, and are convinced that the site potentially holds several mineralized bodies of an economically viable nature (Articles 8 and 11 of the Bidding Terms and Conditions).

              The technical information provided by Fomicruz S.E. has been reviewed. In the event that Cerro Cazador S.A. is awarded the tender, it will immediately implement a program to identify and develop mineral resources through the systematic review of the area under study (52,000 hectares) and systematic drilling using the diamond drilling method in order to define economically viable mineral deposits collectively containing no less than 250,000 ounces of gold.

               A) Works and investments to be completed during the Complementary Exploration in the PROJECT

              1 and 2 - We propose an exploration period lasting four (4) years, divided into three (3) sub-periods separated by two CRITICAL POINTS (Article 21, subsection A of the Bidding Terms and Conditions).

              3 - The "exploration and evaluation methodology" will consist of systematic review of the area under study (52,000 hectares) in order to identify new anomalous areas. In this stage, tools such as remote sensors will be applied for the recognition of favorable areas with promising lithologjes, structural controls and hydrothermal alterations. When an area of interest is identified, we will continue with a sequence of processes such as geological mapping, channel sampling of outcrops, sampling in grids and/or current sediments, trenching and drilling with the diamond drilling method.

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    [ELLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]    [ILLEGIBLE SIGNATURE]
        RAULA.BONFADA
        NAT. ID DOC. No. 12.258.887
        REPRESENTATIVE


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    Additional geophysical surveys may be undertaken in order to enhance our knowledge of the site and to assess covered areas. In the case of zones where FOMICRUZ S.E.'s work has already identified exploration "targets", Cerro Cazador S.A. will implement HQ diameter diamond drilling campaigns, following geometric designs adapted to the definition of "ore shoot" mineral resources.

              4 - The "Work Plan" will consist of carrying out a systematic review of the area under study with the aim of identifying new anomalous zones, and, in parallel, we will proceed with the implementation of diamond drilling campaigns where Fomicruz S.E. has identified exploration targets. Both activities will be conducted over the three proposed sub-periods, which are to be divided into two one-year periods (from July 1, 2007 to June 30, 2008, and from July 1, 2008 to June 30 , 2009) and a third two-year period (from July 1, 2009 to June 30, 2011). As mineral exploration is an activity that demands flexibility and adaptability to unique circumstances, further detail is not provided, due to the fact that such information might prove irrelevant.

              5 - In order to determine the "Per-unit and total cost of tasks to be performed" we refer to the international values used extensively by company managers in the mining exploration industry, namely:

              6 - With regard to the "Investment plan, timetable and specifications thereof", we attach the following table, providing minimum percentages required for each sub-period, distributed by zone: North Vein Zone (Veta Norte), Central Zone, Northeast Zone (Noreste), and Piedra Labrada Zone.

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    [TLLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]    [ILLEGIBLE SIGNATURE]
        RAULA.BONFADA
        NATIONAL ID DOC. No.: 12258.887
        REPRESENTATIVE


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    Financial Bid (**)

             
       Investment Investment Investment   
      commitments commitments commitments  
              Exploration period for Sub-period for for Totals
              (4 years) #1 until June 30. Sub-Deriod #2 Sub-Deriod #3  
      2008 Jury 1.2008- Jury 1.2009-  
        June 30.2009 June 30.2011  
          (*)  
             
    Northeast Zone (Noreste) US$ 300,000 US$400,000 US$ 500,000 US$ 1,200,000
            US$ 2,100,000
    North Vein Zone (Veta Norte) US$ 500,000 US$ 800,000 US$ 800,000  
             
    Central Zone US$ 500.000 US$ 800,000 US$ 900,000 US$ 230.000
             
      US$ 200,000 US$ 100,000 US$ 200,000 US$500,000
    Piedra Labrada Zone        
      US$ 1,500,000 US$2,100,000 US$ 2,400,000  
    Total Exploration
    Commitments

    (25%)

    (60%)

    (100%)

    US$ 6,000,000
             

    This table is presented as a synthesis of the financial bid prepared by Cerro Cazador S.A.

    (*) Sub-period 3 has been extended to two years duration, with the purpose of including the time required for the execution of the Pre-feasibility and Economic Feasibility Study for the "La Josefina" project.

    (**) The financial values shown here should be interpreted as minimum investment commitments. Under no circumstances do they mean that Cerro Cazador S.A. will strictly limit itself to the amounts specified, and any decision to make higher commitments will be at its sole discretion. Amounts are given in U.S. dollars. For the purposes of conversion to our monetary unit, an exchange rate of 3.05 Argentine pesos per dollar has been used (Article 16 of the Bidding Terms and Conditions).

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    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
        RAULA.BONFADA
        NATIONAL ID DOC. No.: 12258.887
        REPRESENTATIVE


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              7 - "Distribution of investments in the proposed sub-periods": The works to be undertaken is listed, categorized according to targets. All amounts listed are in U.S. dollars, which can be converted to Argentine pesos using an exchange rate of 3.05.

    Work to be undertaken on the La Josefina project, by targets:

    Sub-period #1: Proposed investment- US$1,500,000

    1. Mineral Resources Development (US$1,000,000)
       
      North Vein Zone (Veta Norte)

    Increase density of diamond drillings, following geometric designs appropriate for the definition of "ore shoot" mineral resources.

    7 to 10 sections of 2 to 3 HQ diameter diamond drillings to depths averaging 100 meters.

     

    These total approximately 2,000 meters; at a total cost of US$250/meter=

       

    US$500,000.*

    Central Zone

      Increase density of diamond drillings, following geometric designs appropriate for the definition of "ore shoot" mineral resources.
      7 to 10 sections of 2 to 3 HQ diameter diamond drillings to depths averaging 100 meters.
      These total approximately 2,000 meters; at a total cost of US$250/meter=
        US$500,000.*

    2.

    Exploration of new targets and identification of new mineral resources using diamond drilling (US$300,000)

       

    Northeast Zone (Noreste)


     

    6 diamond drillings in anomalies identified by Fomicruz S.E. These will be designed for an average depth of 100 meters.

     

    These total approximately 600 meters; at a total cost of US$250/meter = US$ 150.000.

     

    6 diamond drillings in sectors to be selected through systematic exploration of new targets. These will be designed for an average depth of 100 meters.

     

    These total approximately 600 meters; at a total cost of US$250/meter= US$150,000.

     

    In total, 1,200 meters of drilling at a cost of US$300,000.*

    Piedra Labrada Zone

     

    8 diamond drillings in sectors to be selected through systematic exploration of new targets. These will be designed for an average depth of 100 meters.

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    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]  [ILLEGIBLE SIGNATURE]
        RAUL A. BONFADA
        NATIONAL ID DOC. No.: 12.258.887
        REPRESENTATIVE


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    These total approximately 800 meters; at a total cost of US$250/meter = US$200,000.

     

    In total, 800 meters of drilling at a cost of US$200,000.*

     

    This amount includes the cost US$125 per meter for diamond drilling, plus an additional US$125, which covers the costs of logistics, personnel, sampling and analysis.

    Sub-period #2: Proposed investment - US$ 2,100,000

    3.

    Mineral Resources Development (US$2,000,000)

           

    North Vein Zone (Veta Norte)

           

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources.

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

    10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

    These total approximately 3,200 meters; at a total cost of US$250/meter=

    US$800,000.*

     

     

     

     

    Central Zone

     

     

     

     

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoof' mineral resources.

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

    10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

    These total approximately 3,200 meters; at a total cost of US$250/meter=

    US$800,000.*

     

     

     

     

    Northeast Zone (Noreste)

     

     

     

     

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoof 9 mineral resources.

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

    5 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

    These total approximately 1,600 meters; at a total cost of US$250/meter=

    US$400,000.*

     

     

     

     

    4.

    Exploration of new targets and identification of new mineral resources by diamond drilling (US$100,000).

     

     

     

     

    Piedra Labrada Area

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    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
        RAUL A. BONFADA
        NATIONAL ID DOC. No.: 12.258.887
        REPRESENTATIVE


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    Sub-period #3: Proposed investment - US$2,400,000

    5.

    Mineral resources development (US$2,200,000)

    North Vein Zone (Veta Norte)

     

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources.

     

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

     

    10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

     

    These total approximately 3,200 meters; at a total cost of US$250/meter= US$800,000.*

    Central Zone

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources.

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

    10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

    These total approximately 3,200 meters; at a total cost of US$250/meter= US$900,000.*

    Northeast Zone (Noreste)

    Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources.

    Additional diamond drillings along the course of the structure with the purpose of expanding the resource.

    5 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters.

    These total approximately 2,000 meters; at a total cost of US$250/meter= US$500,000.*

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    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE].
        RAULA.BONFADA
        NATIONAL ID DOC. No.: 12258.887
        REPRESENTATIVE


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      6.

    Exploration of new targets and identification of new mineral resources using diamond drilling (US$200,000)

         
     

    Piedra Labrada Zone

     

    Investigation of new targets; 8 diamond drillings scheduled at an average depth of 100 meters.

     

    These total approximately 800 meters; at a total cost of US$250/meter = US$200,000.*

     

    This amount includes the cost US$125 per meter for diamond drilling, plus an additional US$125, which covers the costs of logistics, personnel, sampling and analysis.

               B) Percentage share to pay FOMICRUZ S.E. as mining rights holder

              Cerro Cazador S.A. shall grant Fomicruz S.E. a percentage share of 5%, which [sic] whose use and enjoyment shall be assigned to the AWARDEE by means of a USUFRUCT AGREEMENT, if said AWARDEE takes up the option of exploitation of the minerals and metals extracted from the Deposits, whatever the nature of these may be.

              C) Percentage of Profits:

              Cerro Cazador S.A. shall grant Fomicruz S.E. an additional 2.5% over that specified above as a percentage share of profits.

              Cerro Cazador S.A. accepts that Fomicruz S.E. may choose, upon completion of the final feasibility study, to purchase up to a 49% interest in the future Corporation in accordance with the stipulations of Article 25 of these Bidding Terms and Conditions, reimbursing Cerro Cazador S.A. 2.5 times the proportional amount of investments the documented and executed during the Complementary Exploration Period.

               D) Bid bond, as stipulated in Article 19

              The relevant documentation for the bid bond, as stipulated in Article 19, is attached hereto.

    -16-

    [BLLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
        RAUL A. BONFADA
        NATIONAL ID DOC. No.: 12258.887
        REPRESENTATIVE


    [ROUND STAMP]
    FOLIO          
      387               

               Article 29: Instruction and training plan for personnel designated by Fomicruz S.E.

               Cerro Cazador S.A. undertakes to implement an instruction and training program for personnel designated by FOMICRUZ S.E. for six (6) individuals per year. The activities to be carried out shall be established by mutual agreement during the effective period of the EXPLORATION AGREEMENT.

    -17-

    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
        RAULA.BONFADA
        NATIONAL ID DOC. No.: 12.258.887
        REPRESENTATIVE


     

    [ROUND STAMP: ILLEGIBLE]

    [LOGO]
    CERRO CAZADOR

    SOCIEDAD ANONIMA

    A HUNTMOUNTAIN COMPANY

    Buenos Aires, April 20,2007

               Officers 
               FOMICRUZ S.E.

    Re: Tender No. 05/06 "La Josefina"

               To Whom It May Concern:

               We write you today with regard to the Tender indicated above, in response to the letter received in which FOMICRUZ S.E. requested an improvement to the bid submitted by Cerro Cazador S.A. in envelope B, in fulfillment of the Bidding Terms and Conditions (the "Bidding Document"). In particular, this request was related to two aspects of subsection C) of Article 21: percentage share of profits when exercising the option of exploration of the property, and with respect to the multiplication factor applied to investments in the event that FOMICRUZ S.E. decides to exercise the option contained in the third paragraph, subsection c) of Article 21 of the Bidding Terms and Conditions, acquiring an interest of up to 49% in the future corporation.

               Cerro Cazador S.A. has reviewed the bid recently submitted in envelope B of the aforementioned Bidding Document and has decided to make an improvement thereto. Accordingly, the bid now states the following:

               Article 21, subsection C) Percentage of Profits:

               In the event that Cerro Cazador S.A. decides to exercise the option of exploration and to incorporate a corporation for the purpose, it shall grant FOMICRUZ S.E. 9% (nine percent) as an initial percentage share in the profits of said corporation.

                  As set out in the third paragraph of subsection c) of Article 21 of the Bidding Terms and Conditions, Cerro Cazador S.A. accepts that, once the final feasibility study has been completed, FOMICRUZ S.E. may opt to purchase up to a 49% interest in the future corporation in accordance with the stipulations of Article 25 of the Bidding Document, reimbursing Cerro Cazador S.A. a proportional amount of the investments documented and executed during the Complementary Exploration Period, in accordance with the following proposal:

    CERRTTO11863° BUENOS AIRES C1010AAX ARGENTINA
      [ILLEGIBLE SIGNATURE]  [ILLEGIBLE SIGNATURE]




    [LOGO]
    CERRO CAZADOR
    SOCIEDADANONIMA

    A HUNTMOUNTAIN COMPANY

    subject to duly certified notice being served to FOMICRUZ, S.E., Cerro Cazador S.A. shall begin preparation for exploitation of the Deposit, and within eighteen (18) months of the same date, it shall begin construction of the processing facilities and necessary infrastructure.

              b) Within eighteen (18) months of the end of the period established in the preceding paragraph, Cerro Cazador S.A. shall commence exploitation and processing of minerals.

              c) All processing, including necessary refining processes (if applicable), shall be carried out within the Province of Santa Cruz. For fulfillment of the refining stage, that is, of ninety-nine point nine percent (99.9%) pure gold and silver, Cerro Cazador S.A. may establish an additional period of twelve (12) months from the end of the period specified in the preceding paragraph, provided that the feasibility study demonstrates its economic viability, and the USUFRUCTUARY so decides at its sole discretion.

              d) FOMICRUZ S.E. shall be paid a percentage share of production in refined metal at the place of refining or in a cash payment to the current account, banking institution and location specified by FOMICRUZ S.E., pursuant to (he stipulations of Article 21, subsection (B) of the Bidding Terms and Conditions.

              Sincerely,

    [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
        Raul Bonfada, Accountant
        Representative
        CERRO CAZADOR S.A.

    CERRITO11863° BUENOS AIRES C1010AAX ARGENTINA





    M.D. File Surface in ha
    Miguel Angel 409.058/F/98 3435
    Diana 409.059/F/98 2995
    Noemi 409.060/F/98 3013
    Rosella 409.061/F/98 3227
    Giuliana 409.062/F/98 5100
    Benjamin 409.063/F/98 3500
    Mariana T. 409.064/F/98 3500
    Ail in 409.065/F/98 3500
    Mirta Julia 409.066/F/98 3500
    Ivo Gonzalo 409.067/F/98 3500
    Maria Jose* 409.068/F/98 3500
    Matias Augusto 409.069/F/98 3500
    Sofia Lujan 409.070/F/98 3500
    Lucas Marcelo 409.071/F/98 3500
    Nicolas Alejandro 409.072/F/98 3500
    Julia 409.048/F/98 6

    Vertex Y X
    A 2462505,69 4711533,67
    B 2481505,69 4711533,67
    C 2481505,69 4697533,67
    D 2486505,69 4697533,67
    E 2486505,69 4692433,67
    F 2481505,69 4692433,67
    G 2481505,69 4685433,67
    H 2481336,77 4685433,67
    I 2481336,77 4685579,82
    J 2487336,94 4685511,40
    K 2467336,94 4685433,67
    L 2466505,69 4685433,67
    M 2466505,69 4683433,67
    N 2464500,00 4683433,67
    O 2464500,00 4683500,00
    P 2462505,69 4683500,00

    [ILLEGIBLE SIGNATURES]



































































































































































































































































































































    Exhibit 21.1

    List of Subsidiaries

    Hunt Mining Corp. has the following subsidiaries:



    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We hereby consent to the use in this Registration Statement on Form F-1 of our report dated April 26, 2012, with respect to the consolidated statements of financial position as at December 31, 2011, December 31, 2010, and January 1, 2010 of Hunt Mining Corp. and its subsidiaries and the consolidated statements of loss and comprehensive loss, changes in shareholders equity and cash flows for the years ended December 31, 2011 and December 31, 2010, and a summary of significant accounting policies and other explanatory information, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

    Calgary, Canada
    December 19, 2012
     




    James F. Ebisch

    15101 S. Cheney-Spokane Road

    Cheney, WA 99004

    509-235-4955

    December 19, 2012

    U.S. Securities and Exchange Commission
    Division of Corporation Finance
    100 F Street, N.E.
    Washington, DC 20549

    Re: Hunt Mining Corp. – Form F-1 Registration Statement

    Dear Sirs and Madames:

    James F. Ebisch R.P. Geo hereby consents to the inclusion or incorporation by reference in Hunt Mining Corp.’s amended registration statement on Form F-1/A (the “ Registration Statement ”) dated on or around the date hereof, and thereafter, and for any further amendment in connection therewith, of the following:

    I concur with the summary of the information in the Report disclosed in such Registration Statement, and I consent to being named as an expert in such Registration Statement.

     

      /s/ James F. Ebisch
      [Signature]
       
      James F. Ebisch, R.P. Geo



    C. Gustavo Fernandez, B.Sc., P.Geo

    December 19, 2012
     
    U.S. Securities and Exchange Commission
    Division of Corporation Finance
    100 F Street, N.E.
    Washington, DC 20549

    Re: Hunt Mining Corp. – Form F-1 Registration Statement

    Dear Sirs and Madams:

    C. Gustavo Fernandez P. Geo hereby consents to the inclusion or incorporation by reference in Hunt Mining Corp.’s amended registration statement on Form F-1/A (the “Registration Statement”) dated on or around the date hereof, and thereafter, and for any further amendment in connection therewith, of the following:

    We concur with the summary of the information in the Report disclosed in such Registration Statement, and we consent to being named as an expert in such Registration Statement.

      C. Gustavo Fernandez
      C. Gustavo Fernandez



    2011 STOCK OPTION PLAN

    HUNT MINING CORP.
    (the “Company”)

    ARTICLE 1-DEFINITIONS AND INTERPRETATION

    Section 1.1 Defined Terms

    For the purposes of this Plan, the following terms shall have the following meanings:

      (a)

    “Affiliate” has the meaning ascribed thereto by the Exchange;

           
      (b)

    “Board” means the Board of Directors of the Company or, as applicable, a committee consisting of not less than three (3) Directors of the Company duly appointed to administer this Plan;

           
      (c)

    “Common Shares” means the common shares of the Company;

           
      (d)

    “Company” means Hunt Mining Corp.;

           
      (e)

    “Consultant” means an individual or Consultant Company, other than an Employee or Director of the Company, that:

           
      (i)

    is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;

           
      (ii)

    provides the services under a written contract between the Company or Affiliate of the Company and the individual or Consultant Company;

           
      (iii)

    in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or Affiliate of the Company; and

           
      (iv)

    has a relationship with the Company or Affiliate of the Company that enables the individual to be knowledgeable about the business affairs of the Company;

           
      (f)

    “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

           
      (g)

    “Director” means a director of the Company or of an Affiliate;

           
      (h)

    “Disinterested Shareholder Approval” has the meaning ascribed thereto by the Exchange in “Policy 4.4 – Incentive Stock Options” of the Exchange’s Corporate Finance Manual;

           
      (i)

    “Distribution” has the meaning ascribed thereto by the Exchange;

           
      (j)

    “Eligible Person” means a Director, Officer, Employee or Consultant, and includes an issuer all the voting securities of which are owned by Eligible Persons;

           
      (k)

    “Employee” means an individual who:



    - 2 -

      (i)

    is considered an employee of the Company or an Affiliate under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source),

         
      (ii)

    works full-time for the Company or an Affiliate providing services normally provided by an employee and who is subject to the same control and direction by the Company or the Affiliate over the details and method of work as an employee of the Company or the Affiliate, but for whom income tax deductions are not made at source, or

         
      (iii)

    works for the Company or an Affiliate on a continuing and regular basis for a minimum amount of time per week providing services normally proved by an employee and who is subject to the same control and direction by the Company or the Affiliate over the details and method of work as an employee of the Company or the Affiliate, but for whom income tax deductions are not made at source;


      (l)

    “Exchange” means the TSX Venture Exchange and any successor entity;

         
      (m)

    “Expiry Date” means the last day of the term for an Option, as set by the Board at the time of grant and, if applicable, as amended from time to time;

         
      (n)

    “Insider” has the meaning ascribed thereto by the Exchange;

         
      (o)

    “Investor Relations Activities” has the meaning ascribed thereto by the Exchange;

         
      (p)

    “Management Company Employee” means an individual who is employed by a person providing management services to the Company or an Affiliate which are required for the ongoing successful operation of the business enterprise of the Company or the Affiliate, but excluding a person providing Investor Relations Activities;

         
      (q)

    “Officer” means a senior officer of the Company or of an Affiliate, and includes a Management Company Employee;

         
      (r)

    “Option” means an option to purchase Common Shares pursuant to this Plan;

         
      (s)

    “Other Share Compensation Arrangement” means, other than this Plan and any Options, any stock option plan, stock options, employee stock purchase plan or other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from treasury which is financially assisted by the Company by way of loan, guarantee or otherwise;

         
      (t)

    “Participant” means an Eligible Person who has been granted an Option; and

         
      (u)

    “Plan” means this 2011 Stock Option Plan.

    Section 1.2 Interpretation

    References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis.

    ARTICLE 2– ESTABLISHMENT OF PLAN

    Section 2.1 Purpose

    The purpose of this Plan is to advance the interests of the Company, through the grant of Options, by:

      (a)

    providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Company and its Affiliates;



    - 3 -

      (b)

    encouraging Eligible Persons to remain with the Company or its Affiliates; and

         
      (c)

    attracting new Directors, Officers, Employees and Consultants.

    Section 2.2 Shares Reserved and Adjustment

    (1)           The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option, LESS the aggregate number of Common Shares then reserved for issuance pursuant to any Other Share Compensation Arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.

    (2)           In the event that the outstanding Common Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company, or in the event that there is a reorganization, plan of arrangement, amalgamation, consolidation, subdivision, reclassification, dividend payable in Common Shares or other change in the capital of the Company, then each Participant shall thereafter upon the exercise of an Option, be entitled to receive, in lieu of the number of Common Shares to which the Participant was therefore entitled upon such exercise, the kind and amount of shares or other securities or property which the Participant would have been entitled to receive as a result of any such event if, on the effective date thereof, the Participant had been the holder of the Common Shares to which he was theretofore entitled upon such exercise.

    (3)           In the event the Company proposes to merge (whether by plan of arrangement, amalgamation or otherwise) or consolidate with any other corporation (other than a wholly-owned subsidiary of the Company) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares of the Company or any part thereof shall be made to all holders of Common Shares of the Company, the Company shall have the right, upon written notice thereof to each Participant, to require the exercise of an Option within a reasonable period (not to exceed 60 days) next following the date of such notice and to determine that upon the expiry of such period, all rights of the Participant to exercise such Option (to the extent not theretofore exercised) shall terminate and cease to have any further force or effect whatsoever.

    (4)           No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.

    (5)           The Company shall, at all times while this Plan is in effect, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Plan.

    Section 2.3 Non-Exclusivity

    Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.

    Section 2.4 Effective Date

    This Plan shall be subject to the approval of any regulatory authority whose approval is required. Any Options granted under this Plan prior to such approvals being given shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given.

    ARTICLE 3– ADMINISTRATION OF PLAN

    Section 3.1 Administration

    (1)           This Plan shall be administered by the Board. Subject to the provisions of this Plan, the Board shall have the authority:


    - 4 -

      (a)

    to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant;

         
      (b)

    To interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section 3.3 hereof.

    (2)           The Board’s interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon the Company, Eligible Persons, Participants and all other persons.

    Section 3.2 Amendment, Suspension and Termination

    The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

    Section 3.3 Compliance with Legislation

    (1)           This Plan, the grant and exercise of Options hereunder and the Company’s obligation to sell, issue and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, policies, rules and regulations, to the policies, rules and regulations of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading and to such approvals by any governmental or regulatory agency as may, in the opinion of counsel to the Company, be required. The Company shall not be obligated by the existence of this Plan or any provision of this Plan or the grant or exercise of Options hereunder to sell, issue or deliver Common Shares upon exercise of Options in violation of any such laws, policies, rules and regulations or any condition or requirement of such approvals.

    (2)           No Option shall be granted and no Common Shares sold, issued or delivered hereunder where such grant, sale, issue or delivery would require registration or other qualification of this Plan or of the Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void. In addition, the Company shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.

    (3)           Common Shares sold, issued and delivered to Participants pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities laws and the requirements of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required, a restrictive legend in respect thereof.

    ARTICLE 4– OPTION GRANTS

    Section 4.1 Eligibility and Multiple Grants

    Options shall only be granted to Eligible Persons. An Eligible Person may receive Options on more than one occasion. Eligible Persons that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the Exchange and Company is obtained.


    - 5 -

    Section 4.2 Option Agreement

    Every Option shall be evidenced by an option agreement, in the form approved from time to time by the Board, which shall, if the Participant is an Employee, Consultant or Management Company Employee, confirm such Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Company or an Affiliate. In the event of any discrepancy between this Plan and an option agreement, the provisions of this Plan shall govern.

    Section 4.3 Limitation on Grants and Exercises

    (1)           To any one person . The number of Common Shares reserved for issuance to any one person in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the grant, unless the Company has obtained Disinterested Shareholder Approval to exceed such limit.

    (2)            To Consultants . The number of Common Shares reserved for issuance to any one Consultant in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.

    (3)           To persons conducting Investor Relations Activities . The aggregate number of Common Shares reserved for issuance to any persons conducting Investor Relations Activities in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.

    (4)           To Insiders . Unless the Company has received Disinterested Shareholder Approval to do so:

      (a)

    the aggregate number of Common Shares reserved for issuance to Insiders under this Plan and any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant;

         
      (b)

    the aggregate number of Common Shares reserved for issuance to Insiders in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant.

    (5)           Exercises . Unless the Company has received Disinterested Shareholder Approval to do so, the number of Common Shares issued to any person within a 12 month period pursuant to the exercise of Options granted under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the exercise.

    (6)            Transfer to NEX. The Company will not grant Options under this Plan while the Company is on notice to have its listings transferred to the NEX board of the Exchange.

    ARTICLE 5– OPTION TERMS

    Section 5.1 Exercise Price

    (1)           Subject to a minimum exercise price of $0.10 per Common Share, the exercise price per Common Share for an Option shall not be less than the “Discounted Market Price”, as calculated pursuant to the policies of the Exchange, or such other minimum price as may be required by the Exchange.

    (2)            If Options are granted within 90 days of a Distribution by the Company by prospectus, then the exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to subsection 5.1(1) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such Distribution. Such 90 day period shall begin:


    - 6 -

      (a)

    on the date the final receipt is issued for the final prospectus in respect of such Distribution; and

         
      (b)

    in the case of a prospectus that qualifies special warrants, on the closing date of the private placement in respect of such special warrants.

    Section 5.2 Expiry Date

    Every Option shall have a term not exceeding and shall therefore expire no later than 5 years after the date of grant.

    Section 5.3 Vesting

    (1)           Subject to subsection 5.3(2) hereof and otherwise in compliance with the policies of the Exchange, the Board shall determine the manner in which an Option shall vest and become exercisable.

    (2)           Options granted to Consultants performing Investor Relations Activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any 3 month period.

    Section 5.4 Non-Assignability

    Subject to subsection 5.5(4) hereof, all Options are exercisable only by the Participant to whom they are granted and may not be assigned or transferred.

    Section 5.5 Ceasing to be Eligible Person

    (1)           Termination for cause . If a Participant who is an Officer, Employee or Consultant is terminated for cause, each Option held by such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause. If a Participant who is a Director ceases to meet the qualifications set forth in the Company’s incorporating statute, then, each Option held by such Director shall terminate at the date such Director ceases to be a Director of the Company.

    (2)            Death . If a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is 12 months after the date of the Participant’s death.

    (3)           End of Eligible Person status . Subject to subsections 5.5(1) and 5.5(6) hereof, if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant other than a Participant who is involved in investor relations activities will cease to be exercisable on the earlier of the Expiry Date and 90 days after the Participant ceases to be an Eligible Person. For Participants involved in investor relations activities, Options will cease to be exercisable on the earlier of the Expiry Date and 30 days after the Participant ceases to be an Eligible Person.

    (4)            Legal representatives . For greater certainty, if a Participant dies, each Option held by such Participant shall be exercisable by the legal representatives, heirs, executors or administrators of such Participant until such Option terminates in accordance with Section 5.5(2) hereof.

    (5)           Unvested options . If any portion of an Option is not vested at the time a Participant ceases, for any reason whatsoever, to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Participant or its legal representatives, heirs, executors or administrators, as the case may be, always provided that the Board may, in its discretion, thereafter permit the Participant or its legal representatives, heirs, executors or administrators, as the case may be, to exercise all or any part of such unvested portion of the Option that would have vested prior to the time such Option otherwise terminates and therefore ceases to be exercisable pursuant to the terms of this Section. For greater certainty, and without limitation, this provision will apply regardless of whether the Participant ceased to be an Eligible Person voluntarily or involuntarily, was dismissed with or without cause, and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a notice of termination for a period which would otherwise have permitted a greater portion of an Option to vest.


    - 7 -

    (6)            Extension . Notwithstanding the foregoing, if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, the Board may, for any such Participant and in its discretion, extend the date of such termination and the resulting period in which the Option remains exercisable to a date not exceeding the Expiry Date.

    (7)           Change in duties . The change in the duties or position of a Participant or the transfer of such Participant from a position with the Company to a position with an Affiliate, or vice-versa, shall not trigger the termination of such Participant’s Option provided such Participant remains a Director, Officer, Employee or Consultant of the Company or an Affiliate.

    ARTICLE 6– EXERCISE PROCEDURE

    Section 6.1 Exercise Procedure

    An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant’s delivery to the Company of:

    (1)           a written notice of exercise addressed to the Corporate Secretary of the Company, specifying the number of Common Shares with respect to which the Option is being exercised;

    (2)           the option agreement with respect to the Option being exercised; and

    (3)           a certified cheque or bank draft made payable to the Company for the aggregate exercise price for the number of Common Shares with respect to which the Option is being exercised.

    Section 6.2 Monitoring of Trades

    An Option holder who performs Investor Relations Activities shall provide written notice to the Board of each of his or her trades of securities of the Company, within 5 business days of each trade.

    ARTICLE 7– AMENDMENT OF OPTIONS

    Section 7.1 Consent to Amend

    The Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of the proposed amendment.

    Section 7.2 Amendment Subject to Approval

    If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are obtained.

    ARTICLE 8– MISCELLANEOUS

    Section 8.1 No Rights as Shareholder

    Nothing in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Company with respect to any of the Common Shares underlying an Option unless and until such Participant shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms of this Plan.


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    Section 8.2 No Right to Employment

    Nothing in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Company or any Affiliate or affect in any way the right of the Company or any Affiliate to terminate the Participant’s employment, with or without cause, at any time; nor shall anything in this Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Company or any Affiliate to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Company or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Company or any Affiliate.

    Section 8.3 No Representation or Warranty

    The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to an Eligible Person. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

    Section 8.4 Hold Period

    In addition to any resale restrictions under applicable legislation, all Options granted hereunder and all Common Shares issued on the exercise of such Options will, if applicable under the policies of the Exchange, be subject to a four (4) month Exchange hold period from the date the Options are granted, and the stock option agreements and the certificates representing such shares shall bear the legends required by applicable law.

    Section 8.5 Withholding

    To the extent the exercise of an Option hereunder gives rise to any tax or other statutory withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), the Board may implement appropriate procedures to ensure that the tax withholding obligations are met. These procedures may include, without limitation, increased withholding from a Participant’s regular compensation, cash payments by a Participant, or the sale of a portion of the Common Shares acquired pursuant to the exercise of an Option, which sale may be required and initiated by the Board. Unless otherwise determined by the Board, any such procedure, including offering choices among procedures, will be applied consistently with respect to all similarly situated Participants in this Plan, except to the extent any procedure may not be permitted under the laws of the applicable jurisdiction.

    Section 8.6 Proceeds from Sale of Common Shares

    The proceeds from sale of Common Shares issued upon the exercise of Options shall be added to the general funds of the Company and shall thereafter be used from time to time for such corporate purposes as the Board may determine and direct.

    Section 8.7 Governing Law

    This Plan, all option agreements, the grant and exercise of Options hereunder, and the sale, issue and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Courts of the Province of Alberta shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.

    Adopted by the Board on May 11, 2011.

    Adopted by the shareholders of the Company on June 15, 2011.


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    APPENDIX 2

    Form 58-101F2 – Corporate Governance Disclosure

    Disclosure Requirements Comments
    1. Board of Directors

    Disclose how the board of directors of the Corporation (the “ Board ”) facilitates its exercise of independent supervision over management, including (i) the identity of directors that are independent, and (ii) the identity of directors who are not independent, and the basis for that determination.

    The Board consists of eight directors, three of whom are independent pursuant to National Instrument 52-110 – Audit Committees , such independent directors being Messrs. Andrew M. Gertler, Scott Brunsdon and Jacques Perron. Tim Hunt is not independent as he is the Executive Chairman of the Corporation and was the former Chief Executive Officer of the Corporation within the past three years. Matthew Hughes is not independent as he is the President and Chief Executive Officer of the Corporation. Bryn Harman is not independent as he was the former Secretary and Chief Financial Officer of the Corporation within the past three years. Darrick Hunt is not independent as he is the son of Tim Hunt. Alan P. Chan is not independent as he was the former Chief Financial Officer of the Corporation within the past three years.

    The three independent directors have full access to management. Two of the independent directors are also on the Audit Committee and are able to meet with the Corporation’s auditors without management or the non-independent members of the Audit Committee being in attendance.

    2. Directorships

    If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

    •     Tim Hunt – HuntMountain Resources Ltd. (OTCBB)
    •     Matthew Hughes – HuntMountain Resources Ltd. (OTCBB)
    •     Bryn Harman – HuntMountain Resources Ltd. (OTCBB)
    •     Darrick Hunt – HuntMountain Resources Ltd. (OTCBB)
    •     Alan P. Chan – Grand Power Logistics Group Inc. (TSXV),
           Ginger Beef Corporation (TSXV) and Future Canada China
           Environment Inc. (OTCBB)
    •     Jacques Perron – St Andrew Goldfields Ltd. (TSX)

    3. Orientation and Continuing Education

    Describe what steps, if any, the board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

    The Board has not developed an official orientation or training program for new Board members. As required, new directors will have the opportunity to become familiar with the Corporation by meeting with the other directors and with officers and employees. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board. Board members are encouraged to communicate with management and auditors and technical consultants if required. They are expected to keep themselves current with industry trends and developments and changes in legislation with management’s assistance. Board members have full access to the Corporation’s records.



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    Disclosure Requirements Comments
    4. Ethical Business Conduct

    Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.

    The Board 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 the Corporation 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 Corporation’s governing corporate legislation 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 Corporation.

    5. Nomination of Directors

    Disclose what steps, if any, are taken to identify new candidates for Board nomination, including: (i) who identifies new candidates, and (ii) the process of identifying new candidates.

    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.

    6. Compensation

    Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:
    (i) who determines compensation, and
    (ii) the process of determining compensation.

    The Board is responsible for approving compensation, including long-term incentives in the form of stock options, to be granted to the Chief Executive Officer, the Chief Financial Officer and the directors. The Board determines compensation based on the recommendation made to it by the Compensation Committee, the board takes those recommendations into account and reflects on the need to provide incentive and compensation for the time and effort expended by the directors and officers while taking into account the financial and other resources of the Corporation. The Compensation Committee recommends compensation based on informal discussions and analysis with members of senior management and the Board of Directors. The Board of Directors does not use any formula in the determination of executive salaries. Base salaries are paid at levels that reward executive officers for ongoing performance and that enable the Corporation to attract and retain qualified executives with a demonstrated ability to maximize shareholder value.

    7. Other Board Committees

    If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

    Other than the Audit Committee and the Compensation Committee, the Corporation does not have any additional committees.

    8. Assessments

    Disclose what steps, if any, that the Board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

    Based upon the Corporation’s size, its current state of development and the number of individuals on the Board, the Board considers a formal process for assessing regularly the effectiveness and contribution of the Board, as a whole, its committees or individual directors to be unnecessary at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.



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    APPENDIX 3

    Audit Committee Charter

     

    AUDIT COMMITTEE TERMS OF REFERENCE

    HUNT MINING CORP.
    (the “Corporation”)

    Charter of the Audit Committee of the Board of Directors

    I.          PURPOSE

    The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of the Corporation.

    The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the external auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

    The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

    In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part III of this Charter.

    II.         AUTHORITY OF THE AUDIT COMMITTEE

    The Committee shall have the authority to:

      (a)

    engage independent counsel and other advisors as it determines necessary to carry out its duties;

         
      (b)

    set and pay the compensation for advisors employed by the Committee; and

         
      (c)

    communicate directly with the external auditors.

    III.        RESPONSIBILITIES

    A.

    Independent Auditors


    1.

    The Committee shall recommend to the Board the external auditors to be nominated, shall set the compensation for the external auditors, provide oversight of the external auditors and shall ensure that the external auditors report directly to the Committee.

       
    2.

    The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.



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    3.

    The Committee shall review the external auditors’ audit plan, including scope, procedures and timing of the audit.

       
    4.

    The Committee shall review the results of the annual audit with the external auditors, including matters related to the conduct of the audit.

       
    5.

    The Committee shall obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information within generally accepted accounting principles that were discussed with management, their ramifications, and the external auditors’ preferred treatment and material written communications between the Corporation and the external auditors.

       
    6.

    The Committee shall pre-approve all non-audit services not prohibited by law to be provided by the external auditors.

       
    7.

    The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.

       
    8.

    The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.

       
    9.

    The Committee shall monitor and assess the relationship between management and the external auditors and monitor and support the independence and objectivity of the external auditors.


    B.

    FINANCIAL ACCOUNTING AND REPORTING PROCESS


    1.

    The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with generally accepted accounting principles and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review the interim financial statements. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the external auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.

         
    2.

    The Committee shall review management’s discussion and analysis relating to annual and interim financial statements, earnings press releases, and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.

         
    3.

    The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.

         
    4.

    The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements other than earnings press releases, and periodically assess the adequacy of these procedures.

         
    5.

    The Committee shall establish procedures for:

         
    (a)

    the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and



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      (b)

    the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.


    6.

    The Committee shall inquire of management and the external auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.

       
    7.

    The Committee shall review the post-audit or management letter containing the recommendations of the external auditors and management’s response and subsequent follow-up to any identified weaknesses.

       
    8.

    The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.

       
    9.

    The Committee shall provide oversight to related party transactions entered into by the Corporation.

    C.          Other Responsibilities

    The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

    IV.         COMPOSITION AND MEETINGS

    1.

    The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, securities laws, the listing requirements of any stock exchange or stock exchanges or other trading facilities, if any, on which the common shares in the capital of the Corporation are then listed and/or posted for trading, the Business Corporations Act (Alberta) and all applicable securities regulatory authorities.

       
    2.

    The Committee shall be composed of three or more directors as shall be designated by the Board from time to time, one of whom shall be designated by the Board to serve as Chair.

       
    3.

    The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.

       
    4.

    If within one-half of an hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same time on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one-half of an hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same time on the next business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

       
    5.

    If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.

       
    6.

    The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.



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    7.

    Any member of the Committee may participate in a meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

       
    8.

    The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

       
    9.

    The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it may see fit, from time to time, to attend meetings of the Committee.

       
    10.

    Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation.