Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2014

INTERNATIONAL GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-53676	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

666 Burrard Street, Suite 600 Vancouver, British Columbia, Canada	V6C 3P6
(Address of principal executive offices)	(Zip Code)

778-370-1372

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This current report on Form 8-K (this “Report”) contains forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks and the risks set out below, any of which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·	the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;

·	our lack of operating history;

·	risks relating to our liquidity;

·	risks related to the market for our common stock and our ability to dilute our current shareholders’ interest;

·	risks related to our ability to locate and proceed with a new project or business for which we can obtain funding;

·	risks related to our ability to obtain adequate financing on a timely basis and on acceptable terms; and

·	other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this Report to “we”, “us” and “our” are to International Gold Corp.

In addition, unless the context otherwise requires and for the purposes of this Report only:

“Closing Date” means December 11, 2014;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“LSG” means Lode Star Gold Inc., a Nevada corporation;

“NSR” means net smelter returns;

“Option Agreement” means our mineral option agreement with LSG dated October 4, 2014;

“Property” means those mineral claims owned by LSG and located in the State of Nevada known as the “Goldfield Bonanza Project”;

“SEC” means the Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933, as amended; and

“US GAAP” means generally accepted accounting principles in the United States.

Additional defined terms are included throughout this Report.

All references to currency in this Report are to United States dollars unless otherwise specified.

INTRODUCTION

On December 5, 2014, we entered into a subscription agreement (the “Subscription Agreement”) with LSG pursuant to which we agreed to issue 35,000,000 shares of our common stock to LSG in exchange for a 20% undivided interest in and to the Property (the “Acquisition”). The execution of the Subscription Agreement was one of the closing conditions of the Option Agreement, pursuant to which we acquired the sole and exclusive option to earn up to an 80% undivided interest in and to the Property. In order to earn the additional 60% interest in the Property, we are required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash in the form of a NSR royalty, each beginning on the Closing Date.

On the Closing Date, we satisfied all the closing conditions in the Subscription Agreement and issued the 35,000,000 shares of our common stock to LSG, thereby completing the Acquisition.

The Acquisition was accounted for as a reverse acquisition whereby LSG acquired a majority of our issued and outstanding shares, resulting in LSG acquiring control of us. LSG is therefore is considered the acquirer for accounting purposes.

As a result of the Acquisition and on the Closing Date, Robert Baker submitted his resignation as our President and Chief Executive Officer, and Mark Walmesley, our Chief Financial Officer, Treasurer and director, as well as a director of LSG, was appointed to fill the resulting vacancies. Mr. Walmesley is now our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director, and Mr. Baker is our Secretary and director.

Prior to the completion of the Acquisition, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) since we were not generating revenues, did not own an operating business, did not have any assets other than cash and cash equivalents, and had no specific plan other than to engage in a merger or acquisition transaction with an operating company or business. Since we were a shell company, and in accordance with the requirements of Items 2.01(f) and 5.01(a)(8) of Form 8-K, this Report sets forth information that would be required if we were required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to our common stock (which is the only class of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act).

Item 1.01 Entry into a Material Definitive Agreement

On the Closing Date, we acquired a 20% interest in the Property in exchange for the issuance of 35,000,000 shares of our common stock to LSG at a deemed price of $0.02 per share. As a result of the Acquisition, LSG became our controlling stockholder.

As a condition of the closing of the Subscription Agreement, we also entered into a settlement agreement with Woodburn Holdings Ltd. and Robert Baker, our former sole officer and director, dated December 5, 2014 (the “Settlement Agreement”).

Option Agreement

The Option Agreement sets out the terms and conditions governing the Acquisition as well as our obligations in respect of the Property. Following the completion of the Acquisition and in order to earn an additional 60% interest in the Property (for a total of 80%), we are required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s mineral production proceeds in the form of a NSR royalty. Until such time as we have earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to us since the Property is subject to a pre-existing 1% NSR royalty in favor of a third party.

If we fail to make any cash payments to LSG within one year of the Closing Date, we are required to pay LSG an additional $100,000, and in any subsequent years in which we fail to complete the payment of the entire $5 million described above, we must make quarterly cash payments to LSG of $25,000 until such time as we have earned the additional 60% interest in the Property.

In addition, the Option Agreement provides that we will act as the operator on the Property and that a management committee will be formed comprised of representatives from us and LSG, with voting based on each party’s proportionate Interest, to supervise exploration of the Property and approve work programs and budgets. As the operator, we are also obliged to perform a number of functions, including the following:

·	consider, develop and submit work programs to the management committee for consideration and approval, and to implement work programs when approved;

·	carry out operations in a prudent and workmanlike manner and in accordance with all applicable laws and regulations, and all agreements, permits and licenses relating to the Property and LSG;

·	pay and discharge all wages and accounts for material and services and all other costs and expenses that may be incurred by the us in connection with our operations on the property;

·	maintain and keep in force and, upon request by LSG provide reasonable documentary verification of, levels of insurance as are reasonable in respect of our activities in connection with the Property;

·	maintain true and correct books, accounts and records of expenditures; and

·	deliver to the management committee quarterly and annual progress reports.

Settlement Agreement

The closing of the Subscription Agreement was conditional upon the termination of the consulting agreement between us and Woodburn Holdings Ltd. (“Woodburn”) dated February 21, 2012 and effective as of January 1, 2012 (the “Consulting Agreement”), the complete text of which was included as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on February 21, 2012. Robert Baker, our former sole officer and director, is the controlling shareholder of Woodburn.

Pursuant to the Consulting Agreement, Woodburn agreed to provide the services of Mr. Baker as our Chief Executive Officer, Chief Financial Officer and Secretary for a term of 48 months in exchange for base compensation of $90,000 per annum, to be paid in equal monthly installments of $7,500, in arrears, plus applicable taxes. In addition, we agreed to reimburse Woodburn for its reasonable business and/or entertainment and automobile expenses for the duration of the Consulting Agreement. Effective July 1, 2012, the compensation rate was increased to $108,000 per annum, in equal monthly installments of $9,000, in arrears, plus applicable taxes.

The Settlement Agreement terminates the Consulting Agreement with immediate effect and provides for the settlement of any and all claims between us, Woodburn and Mr. Baker that existed as of the date of the Settlement Agreement. In addition, it provides that we will pay Mr. Baker $10,000 in cash on or before 30 days from the Closing Date and a minimum of $2,400 in cash per month until such time as he has received an aggregate of $34,000 in cash compensation from us. As of the date of the Settlement Agreement, we had paid Mr. Baker the sum of $13,750, meaning that we still owed him a total of $20,250.

The foregoing description of the Option Agreement and Settlement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of those agreements included as Exhibits 10.1 and 10.2, respectively, to this Report and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure in Item 1.01 regarding the Acquisition is incorporated herein by reference in its entirety.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, we issued 35,000,000 shares of our common stock to LSG on the Closing Date pursuant to the Subscription Agreement, thereby completing the Acquisition. The Acquisition was accounted for as a reverse acquisition, with LSG considered as the acquirer for accounting purposes. Items 2.01(f) and 5.01(a)(8) of Form 8-K provide that if we were a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Exchange Act) immediately before the Acquisition, then we must disclose the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon the completion of the Acquisition.

Since we were a shell company immediately before the Acquisition, we are providing the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such a form.

DESCRIPTION OF BUSINESS

Our History

We were incorporated in the State of Nevada on December 9, 2004 for the purpose of engaging in the acquisition and exploration of mining properties. We maintain our statutory registered agent’s office at 502 North Division Street, Carson City, Nevada 89703-4103 and our business office is located at 666 Burrard Street, Suite 600, Vancouver, British Columbia, Canada V6E 4M8.

From 2004 to 2011, we held the right to conduct mineral exploration activities on a property in British Columbia, Canada. The claim was located on the south end of Polley Lake, approximately 90 kilometers northeast of the city of Williams Lake in the Cariboo Mining Division of British Columbia. No work was performed on the property. In 2011, due to adverse economic conditions and the increasing difficulty of raising funding for small scale mining exploration, we decided not to pursue exploration activities on the claim. The mineral claim interest was expensed and charged to mineral property costs in 2011.

On July 15, 2011, we entered into a definitive securities purchase agreement with respect to the proposed acquisition of rights to certain mining concessions located in the State of Chihuahua, Mexico, covering approximately 15,980 hectares. Pursuant to the terms of the agreement we agreed to issue 25,000,000 shares of common stock and make $150,000 in aggregate cash payments. Of that amount, $75,000 was advanced on June 20, 2011 and the remaining $75,000 was payable on or before closing.

In the event the transaction did not close, the advance amount paid was to be treated as a secured demand loan bearing interest at 5% per annum.

The closing of the transaction was subject to a number of conditions, including satisfactory completion of both parties’ due diligence; obtaining all necessary governmental, regulatory and third party consents, waivers and approvals; the appointment of two nominees to our board of directors; and completion of an interim financing with proceeds intended to be used to fund our working capital.

The 25,000,000 shares were not issued and none of the closing conditions described above were completed. We agreed on September 27, 2011 to a mutual release and cancellation of the agreement. The other party acknowledged the $75,000 advanced as a loan from us, bearing interest at 5% per annum and indicated it would use best efforts to repay the loan in a timely manner. The loan is secured by the assets of the other party and we expect to be repaid. However, collectability is uncertain. In 2011 we made a provision for loan loss in the amount of $76,418, for the full amount of the loan plus accrued interest.

On July 15, 2012, we entered into a letter of intent (the “SLC LOI”) with SignalChem Lifesciences Corporation, a private company incorporated in the Province of British Columbia, Canada (“SLC”), with respect to the proposed exchange of all of the issued and outstanding shares of SLC for shares of our common stock. We were unable to conclude negotiations with SLC and agreed with that company on October 1, 2013 to terminate the SLC LOI.

On January 30, 2014, we entered into a letter of intent (the “ECI LOI”) with ECI Canada, Inc., a private company incorporated in the Province of Ontario, Canada (“ECI”), with respect to the proposed exchange of all the issued and outstanding shares of ECI for a minimum of 60% of our outstanding shares following the completion of the transaction. The ECI LOI was subject to a number of conditions, including the negotiation and execution of a definitive agreement, receipt of all required regulatory approvals, and completion of due diligence investigations by both companies. We were unable to negotiate a definitive agreement with ECI by April 15, 2014 and decided against pursuing an agreement during the second quarter of 2014.

On August 29, 2014, we entered into a letter of intent (the “LSG LOI”) with LSG which was superseded by the Option Agreement. A complete text of the LSG LOI was included as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on September 3, 2014.

We have no revenues, have experienced losses since inception and have been issued a going concern opinion by our auditor. Immediately prior to the Acquisition, we also had no properties, were not conducting any exploration work and were not currently in the “exploration stage”.

LSG’s History

LSG was incorporated in the State of Nevada on March 13, 1998 for the purpose of acquiring exploration stage mineral properties. It currently has one shareholder, Lonnie Humphries, who is the spouse of Mark Walmesley, our Chief Financial Officer, Treasurer and director prior to the completion of the Acquisition, and now our President and Chief Executive Officer as well. Mr. Walmesley is also the Director of Operations and a director of LSG.

LSG acquired the leases to the Property in 1997 and became the registered and beneficial owner of the Property on September 19, 2009. Since the earlier of those dates, it has conducted contract exploration work on the Property but has not determined whether it contains mineral reserves that are economically recoverable.

In December 2010, it entered into a binding letter of intent with ICN Resources Ltd., a British Columbia corporation with its common shares listed for trading on the TSX Venture Exchange (“ICN”), to earn up to an 80% interest in the Property. ICN and LSG, together with Esmerelda Gold Inc, a wholly-owned Nevada subsidiary of ICN (“Esmerelda”), entered into a definitive mineral option agreement in respect of this transaction on March 23, 2011 (the “ICN Option Agreement”).

On October 17, 2012, Corazon Gold Corp., another British Columbia corporation with its common shares listed for trading on the TSX Venture Exchange (“Corazon”), completed a business combination with ICN whereby it acquired 100% of ICN’s issued and outstanding shares and therefore the rights to the Property through Esmerelda. On August 13, 2013, LSG issued a notice of default to Corazon under the ICN Option Agreement, and that agreement was formally terminated by LSG on September 17, 2013.

LSG is an exploration stage company and has not generated any revenues since its inception. The Property represents its only material asset.

The Acquisition

On the Closing Date, we completed the Acquisition whereby we acquired a 20% interest in the Property in exchange for the issuance of 35,000,000 shares of our common stock to LSG at a deemed price of $0.02 per share. As a result of the Acquisition, LSG became our controlling stockholder. The Acquisition was accounted for as a reverse acquisition, with LSG as the accounting acquirer and our company as the accounting acquiree.

In connection with the Acquisition and on the Closing Date, our former sole officer and director, Robert Baker, resigned as our President and Chief Executive Officer and we appointed Mark Walmesley, our Chief Financial Officer, Treasurer and director, as well as a director of LSG, to fill the resulting vacancies. Mr. Walmesley is now our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director, and Mr. Baker is our Secretary and director.

The Property

Location and Means of Access

The Property is located in west-central Nevada (Figure 1), in the Goldfield Mining District at Latitude 37° 42’, and Longitude 117° 14’. The claims comprising the Property are located in surveyed sections 35 and 36, Township 2 South, Range 42 East, and in sections 1, 2, 11, and 12, Township 3 South, Range 42 East, in Esmeralda County, Nevada. The Property is accessible by traveling approximately one-half mile northeast of the community of Goldfield, along a county-maintained road that originates at U.S. Highway 95, which runs through “downtown” Goldfield. The town of Goldfield, which is the Esmeralda county seat (population 300), is approximately 200 air miles south of Reno and 180 air miles north of Las Vegas.

Surface access on the Property is excellent and the relief is low, at an elevation of approximately 6000 feet. Vegetation is sparse, consisting largely of sagebrush, rabbitbrush, Joshua trees and grasses.

Figure 1: Property Location Map

Description of the Property

The Property consists of 31 patented claims and 1 unpatented millsite claim, covering a total of approximately 460 acres, or 186 hectares. Only the single unpatented claim is administered by the United States Bureau of Land Management (the “BLM”), and annual assessment filings and payments are due on it. The patented claims are owned as private land by LSG, and only annual property taxes must be paid.

The 31 patented claims and one unpatented millsite claim are as follows:

Patented Claims

Claim Name	U.S. Survey No.
Combination No. 3	2375
August	2916
Great Western	2525
Gold Coin	2525
February	2941
Mohawk No. 1	2283
Side Line Fraction	2567
January	2941
Silver Pick	2203
Silver Pick Fraction	2203
Deserted (1)	2203
Pipe Dream	2203
North End (2)	2203
Hazel Queen	2375
Fraction	2844
White Horse	2844
White Rock	2844
Yellow Jacket	2844
Firelight	2749
Emma Fraction	2360
S.E. 2/3 Red King (more or less)	2361
S.E. 1/2 (Cornishman)	2750
Kewana #3	2565
Blue Jay	2375
Combination No. 1 Claim (3)	2375

Combination No 2 Claim (4)	2844 (19/24th interest)
Omega	2844 (19/24th interest)
Apazaca	2844 (19/24th interest)
Alpha	2844 (19/24th interest)
Jim Fraction	4096 (19/24th interest)
O.K. Fraction	2560 (¾ of ½ interest)

Notes:

(1)	Excluding the upper 200 feet from surface of the north ½ of such claim (the “Deserted Excluded Zone”). We may, in our sole and unfettered discretion, by written notice to LSG at any time during the term of the Option Agreement, opt to include the Deserted Excluded Zone in the Property.

(2)	Excluding the upper 200 feet from surface of the east ½ of such claim (the “North End Excluded Zone”). We may, in our sole and unfettered discretion, by written notice to LSG at any time during the term of the Agreement, opt to include the North End Excluded Zone in the Property.

(3)	Includes all depths of the north ½ of such claim along with depths beneath 380 feet on the south ½ of such claim.

(4)	Includes all depths of the south ½ of such claim along with depths beneath 380 feet on the south ½ of such claim.

Unpatented Claims

Claim Name	Nevada Mining Claim (NMC) No.
Troublemaker	1034313

The claims include any and all contracts, easements, leases and rights-of-way affecting or appurtenant thereto.

A map of the claims is included in Figure 2.

Figure 2: Claim Map

Glossary

Ag – silver

Andesite – An igneous, extrusive rock.

Anomaly – Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.

Assay – A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained therein.

Au – Gold

Base metal – Any non-precious metal (e.g., copper, lead, zinc, nickel, etc.).

Breccia – A rock composed of broken fragments of minerals that can either be similar to or different from the composition of the fragments.

Calcereous – mostly or partly composed of calcium carbonate.

Chalcocite – A sulphide mineral of copper and iron; the most important ore mineral of copper.

Claim – A portion of land held either by a prospector or a mining company.

Clastic sediments – Rocks composed predominantly of broken pieces of older weathered or eroded rocks.

Clay – A fine-grained material composed of hydrous aluminum silicates.

Cleavage – The tendency of a mineral to split along crystallographic planes.

Contact – A geological term used to describe the line or plane along which two different rock formations meet.

Crosscut – A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody.

Dacite – An igneous, volcanic rock.

Development – Underground work carried out for the purpose of opening up a mineral deposit. It includes shaft sinking, crosscutting, drifting and raising.

Drift – A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation.

Epithermal – Deposited from warn waters at shallow depth under conditions in the lower ranges of temperature and pressure.

Exploration – Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.

Face – The end of a drift, crosscut or stope in which work is taking place.

Fracture – A break in the rock, the opening of which allows mineral-bearing solutions to enter. A "cross-fracture" is a minor break extending at more-or-less right angles to the direction of the principal fractures.

Gangue -- the commercially worthless material that surrounds, or is closely mixed with, a wanted mineral in an ore deposit.

Geochemistry – The study of the chemical properties of rocks.

Geology – The science concerned with the study of the rocks which compose the Earth.

G/t – grams per tonne.

Host rock – The rock surrounding an ore deposit.

Igneous rocks – Rocks formed by the solidification of molten material from far below the earth’s surface.

Intrusive – A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

Km – kilometers.

Latite – An igneous, volcanic rock.

Lava – A general name for the molten rock ejected by volcanoes.

Lens – Generally used to describe a body of ore that is thick in the middle and tapers towards the ends.

Lode – A mineral deposit in solid rock.

M – meters.

Magma – The molten material deep in the Earth from which rocks are formed.

Metamorphic rocks – Rocks which have undergone a change in texture or composition as the result of heat and/or pressure.

Mineral – A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.

Mineralization – A natural aggregation of one or more minerals, which has not been delineated to the extent that sufficient average grade or dimensions can be reasonably estimated or called a “deposit” or “ore”. Further exploration or development expenditures may or may not be warranted by such an occurrence depending on the circumstances.

Monzonite – An igneous, intrusive rock.

Net smelter return – A share of the net revenues generated from the sale of metal produced by a mine.

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

Orebody – A natural concentration of valuable material that can be extracted and sold at a profit.

Oz – troy ounces precious metal.

Plutonic – Refers to rocks of igneous origin that have come from great depth.

Prophyry – A variety of igneous rock consisting of large-grained crystals.

Pyrite – A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as “fool's gold”.

Quartz – A common rock-forming mineral consisting of silicon and oxygen.

Reclamation – The restoration of a site after mining or exploration activity is completed.

Resource – The calculated amount of material in a mineral deposit, based on limited drill information.

Rhyolite – An igneous rock of silica-rich composition.

Rock – Any natural combination of minerals; part of the earth’s crust.

Royalty – An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a certain amount per tonne or a percentage of the total production or profits. Also, the fee paid for the right to use a patented process.

Sample – A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.

Sampling – Selecting a fractional but representative part of a mineral deposit for analysis.

Sandstone – A sedimentary rock consisting of grains of sand cemented together.

Schist – A foliated metamorphic rock the grains of which have a roughly parallel arrangement; generally developed by shearing.

Sedimentary rocks – Secondary rocks formed from material derived from other rocks and laid down under water.

Shaft – A vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling workers and materials.

Shear or shearing – The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.

Shear zone – A zone in which shearing has occurred on a large scale.

Slica – Silicon dioxide. Quartz is a common example.

Stope – An excavation in a mine from which ore is, or has been, extracted.

Strike – The direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.

Strike length – The longest horizontal dimension of a body or zone.

Sulphide – A compound of sulphur and some other element.

Tuff – Rock composed of fine volcanic ash.

USGS – The United States Geological Survey.

Vein – A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.

Volcanic rocks – Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.

Zone – An area of distinct mineralization.

History

The Goldfield district was discovered late in 1902 and the first production was late in 1903. It was a stereotypical mining boomtown with a population of 25,000 people within a few years. An estimated 4.2 million ounces (130,000 kg) of gold were produced between 1903 and 1960, with more than 90% of that produced before 1919. Some of the ore was incredibly rich.

The Property lies along the western margin of the Main District and covers 460 acres. The first production was of high grades from the Phelan shaft in the northern part in 1910. Other modest production was made from several shafts on the Property. The first significant production was made by Newmont Mining (“Newmont”) in 1949-51 in the Newmont Lode and Red Hills areas, where ICN focused most of its exploration. There is a complex modern exploration history, with the Property being explored by Trafalgar Mines (“Trafalgar”) and Westley Explorations Inc. (“Westley”) from 1983 to 1988. They drilled 37,000 feet of holes and did seismic studies. From 1988 to 1997, Geochem Mines, Inc. (“Geochem”) explored the Property. Its principal contribution was rehabilitating the February Premier shaft. LSG explored the property from 1998 to 2010, and its program included rehabilitation and sampling of old workings, and extensive surface and underground drilling. Drilling totaled 39,300 feet.

In March 2011, ICN carried out an extensive program. It included a biogeochemical study, a CSAMT survey of the entire property, 5800 feet of core drilling in 26 holes and 27,400 feet of reverse circulation drilling for a total of 63 reverse circulation (“RC”) holes.

A more detailed description of the Property’s history follows.

The first mention of mining on the Property regarded production of an unknown quantity of ore grading up to 3.5 oz Au/ton (120 g/t) on the 132 foot level of the Phelan Shaft, located in the northern portion of the claim block. The Phelan ledge was similar in dip and strike to those found in the Mohawk and Combination veins, indicating high grade potential west of the Main District. In 1939, Martin Duffy discovered an ore pillar near the Little Florence Shaft which is adjacent to the southeast border of the Property. This 17’ x 6’ x 40’ block contained about 4700 ounces (146 kg) of gold at an average grade of 15 oz Au/ton (514 g/t). At the time, the claim group held by LSG was called the Margraf claim group, owned in fee by Oscar and Marieanne Margraf.

Newmont worked in both the northern and the southern parts of the Margraf claims (now the LSG claims) from 1947 to 1951. The Seibert Formation was considered to be a poor host and barren of gold, so exploration ceased early in shallow shafts on the Margraf claims. In the 1940’s, USGS data revealed that the Siebert Formation was younger than the mineralizing phase (post-mineral), thus Newmont began exploring for mineralization beneath the Siebert in this under-explored area. They first rehabilitated the Silver Pick shaft and found low grade mineralization beneath Seibert rocks on the 500 foot (152 m) level. In 1947, Newmont rehabilitated and extended a 2500 foot (762 m) crosscut westward from the Florence shaft (near the eastern corner of the Property) on the 300 foot (91 m) level. The objective was to explore the southern continuation of the mineralized Columbia Mountain Fault that had been inferred from magnetometer surveys. Several mineralized veins were encountered, and high grade ore (up to 14 oz Au/ton, or 480 g/t) was found near the projected fault. Approximately 20,000 ounces (622 kg) of gold, 4,123 ounces (128 kg) of silver and 5,200 pounds (2,364 kg) of copper were recovered from what is now called the Newmont Lode. This mining operation ceased early in 1951.

Subsequently, Newmont leased a separate vein occurrence in the Red Hills area, a short distance to the east. Production data are not available, but maps of the Red Hills Stope indicate face assays up to 170 oz Au/ton (5.29 kg/tonne).

From 1980 to 1988, Trafalgar (a subsidiary of Transwestern Mining Company) leased the Margraf claim block. A 4-line refraction seismic survey done by Cooksley Geophysics generated several shallow anomalies interpreted as silica-bearing fault zones. Subsequent drilling confirmed this interpretation. Trafalgar drilled 29,450 feet (8979 m) in 132 vertical holes. This program discovered two gold occurrences, the Church vein zone and the January target area with grades up to 0.38 oz Au/ton (13 g/t). Additional holes in the Newmont Lode and Silver Pick areas yielded encouraging gold values. Their drilling indicated the presence of three low grade and not well-defined bodies of mineralization in silicified ledges in the Sheets-Ish, February-Whiterock, and January areas. Trafalgar also sampled all the dumps and tailing on the Margraf claims and moved approximately 200,000 tons (181,400 tonnes) to a stockpile for which sampling yielded an average grade of 0.045 oz Au/ton (1.54 g/tonne). From June 1982 to March 1983 Trafalgar crushed, agglomerated and leached 63,000 tons (57,140 tonnes) of this material and recovered approximately 1700 ounces (52.9 kg) of gold.

Westley leased the Margraf claims from Trafalgar early in 1985 and terminated the lease on January 1, 1986. Refraction seismic surveys were conducted to locate quartz veining and silicified zones. Westley used this information to drill 11 RC holes for a total of 8000 feet (2439 m). While all holes cut interesting alteration only one cut good gold values – a 5-foot (1.52 m) intercept grading 0.46 oz Au/ton (15.9 g/t) – near the projected intersection of the Church and Red Hills Decline zones.

The Margraf property was leased by Geochem in 1988. Their principal contribution to the property was rehabilitating the February-Premier shaft to a depth of 300 feet (91 m) and rehabilitating 1500 feet (457 m) of drift on the 300 foot (91 m) level SW toward the Newmont Lode and Church Shaft. For the first time in 50 years, there was access to the underground workings. They also drilled a 380 foot (116 m) surface RC hole.

R.H. Law & Associates acquired the property from Geochem Mines via a quiet title action in 1997, formed LSG and placed the property in that company. LSG started an exploration program of its own in 1998. The program included re-conditioning of the February-Premier shaft, additional rehabilitation of underground workings, surface and underground geologic mapping, 3,500 feet (167 m) of surface reverse circulation drilling, 23,000 feet (7012 m) of underground core drilling, 10,400 feet (3170 m) of surface core drilling, and a CSAMT geophysical survey test.

The rehabilitation work provided access to the Newmont Lode, the Red Hills area and the Church workings to conduct geologic mapping and sampling. This identified several gold-bearing quartz vein zones. In 1998, a 3500 foot (1067 m) program of seven surface RC holes and 2400 feet (732 m) of underground jack-leg drilling were carried out. The objective was to verify the presence of gold mineralization and extend it along strike and down dip and to better define the vein geometry. The Red Hills and Church zones were the main focus of the work.

Between 2000 and 2008 a total of 23,000 feet (7012 m) of underground core was drilled in 152 holes. These were focused on the Red Hills and Church zones with some holes in the Newmont Lode area.

In 2007, a total of 10,400 feet (3170 m) of surface core drilling was done in 23 holes largely in the Red Hills area. This program yielded very encouraging results with several multi-ounce gold intercepts, as high as 75 oz Au/ton (2.57 kg).

On March 28, 2011, LSG and ICN entered into the ICN Option Agreement, and during 2011, ICN contracted Zonge Geophysics to complete a CSAMT geophysical survey over the entire property. ICN also drilled 5600 feet (1767 m) in 26 core holes, largely in the Church Zone and 63 reverse circulation holes (27,470 feet or 8375 m) throughout the property. Shea Clark Smith also supervised a biogeochemical orientation survey over portions of the property in 2011.

Drilling by LSG and ICN in the Church, Red Hills and other areas indicates the presence of a substantial tonnage of well-mineralized material. Recent geologic modeling has more clearly outlined the geometry of this mineralization and suggested potential extensions. Additional drilling will be required to define these well enough that they can be considered reserves.

Geologic Setting

Regional Geology

The Goldfield District is located in the Basin and Range Physiographic Province which stretches from Salt Lake City to Reno, characterized by north and south trending ranges separated by flat sediment-filled structural basins. This appearance is due to large scale extensional tectonics during the Tertiary. Superimposed on the Basin and Range is the Walker Lane Structural Zone, roughly parallel to the California-Nevada state line. This is a series of west-northwest strike-slip faults and north to northeast striking oblique-slip and normal faults. The Walker Lane is host to several precious metal mining districts in addition to Goldfield, such as Tonopah, Divide and Klondyke to the northwest, Bullfrog, Rhyolite and Railroad Springs to the southeast.

The rocks in the region are Paleozoic marine sedimentary and metamorphic rocks which have been intruded by or are overlain by younger igneous rocks of Mesozoic and Tertiary age (Figure 3). Mineralization in the region is interpreted to be spatially and perhaps genetically related to Tertiary intrusive rocks, dominantly hosted in Oligocene to Miocene volcanic rocks and is primarily epithermal in nature.

Figure 3: Generalized Geologic Map of Nevada

Goldfield District Geology

The Goldfield mining district is closely related to a complex and long-lived volcanic center defined by a thick series of tuffs domes and flows. It is a 4.4 mile in diameter circular ring-fracture zone outlined by a series of curved faults, eruptive vents, doming and intense alteration. The volcanic rocks of this feature range in age from Oligocene to Miocene. The high-sulfidization, quartz-alunite hydrothermal alteration and widespread gold-enargite mineralization appear to be related to the emplacement of an igneous intrusive complex of Miocene (20-23 MA) age. Intersections of northwest-striking right-lateral strike-slip faults and north to northeast striking normal faults appear to have localized both volcanic activity and gold-enargite mineral deposits. The general sequence of mineralization-related events in the Goldfield District is as follows:

Development of the East Goldfield structural zone and subsequent development of a major northwest striking right lateral shear zone along the south edge of the present location of the Goldfield Main District.

Eruption of the early rhyolite and latitic volcanic sequence and possible initial development of a ring fracture system (33-30 MA).

Deposition of the sediments included in the Diamondfield Formation and the Sandstorm Rhyolite (28 MA).

Resurgence, uplift and eruption of the Milltown Andesite, Main District Rhyodacite, and probably emplacement of a central intrusive complex in the deeper core of the district (23-20 MA).

Continued development of the controlling right-lateral strike-slip fault system, including development of a right stepping releasing bend on the Columbia Mountain fault and the development of a zig-zag pattern of fractures and shears in the Main District area (20-21 MA).

6a.

Initiation of the hydrothermal system. This event produced intense silicification, formation of multiple silica ledge zones, and propylitically altered the adjacent rhyodacite, dacite and Milltown andesite wall rocks (20.5 MA).

6b.

Stage 2 structural development, continued intrusions, uplift and hydrothermal fracturing and local brecciation of silica ledge zones and adjacent wall rocks.

6c.

Pre-gold acid leach event.

6d.

Intense argillic alteration of wallrock/ledge contacts.

6e.

Main stage gold deposition.

6f.

Barren, open space filling translucent quartz vein emplacement.

Post-mineral faulting, deposition of post-mineral volcanic and sedimentary units and erosion of the Goldfield volcanic center (20 MA to present).

Figure 4: Goldfield District Geology

Project Geology

The Property is located along the southwestern margin of the Goldfield ring-fracture zone, an area of very strong alteration and strong fracturing or faulting in north-northwest (NNW) and northeast directions. The largest through-going structure is the NNW trending South Columbia Mountain Fault, thought to be an important control of the localization of gold mineralization.

The oldest geologic unit in the area is the Ordovician Palmetto Formation, which consists largely of fine grained clastic sediments, including local calcareous sediments. It is present only near the northern margin of the Property, along with small Jurassic quartz monzonite intrusive bodies and arealy small amounts of early Tertiary latite flows and rhyolitic sandstones.

The principal host rocks of the property and the Main District are andesitic flows of the Milltown andesite and a large dacite porphyry intrusive body. These are overlain by post-mineral, later Tertiary age, coarse clastic sediments of the Siebert Formation. Elsewhere the Siebert contains interbeds of tuffaceceous rocks, but such tuffs have not been observed in mapping or drilling on the Property.

Figure 5 displays the distribution of the major historic ore bodies of the Goldfield Main District. The Church-Newmont workings southwest of the January Pit were the principal focus of the work of ICN and LSG. The orientation of the mineralization is clearly structurally controlled, at a district scale. There is a strong north-northwest trend and a less strong northeasterly trend. A strike-slip style of fault movement, with the right side down to the right and the left side up to the left would commonly produce such a fracture pattern. This is consistent with the movement along the regional Walker Lane structural zone. Although the structures are more complex at a smaller scale, a very similar fault/fracture pattern can be observed in mine workings.

Figure 5: Goldfield Historic Ore Bodies

Figure 6: Property Geology Map

Deposit Type

The Goldfield District is a classic example of a structurally controlled, volcanic-hosted, epithermal gold deposit of the high-sulfidation, quartz-alunite type. Other examples of this deposit type are Paradise Peak (Nevada), Summitville (Colorado), El Indio (Chile), Rodalquilar (Spain) and Lepanto (Phillipines).

These hydrothermal systems commonly develop in extensional or trans-tensional settings. They commonly occur in zones where high level magmatic intrusives are emplaced below volcanic edifices which are constructed above plutons. These systems are thought to overlie and be genetically related to deeper porphyry copper systems. The most common geologic settings are calderas, and flow-dome complexes, often associated with sub-volcanic intrusive bodies and breccias. Host rocks are typically volcanic flows and pyroclastics, largely of andesite-dacite-rhyodacite composition. Permeable intercalated sedimentary units are often hosts for mineralization (e.g. Diamondfield sediments at Goldfield).

Mineralization typically forms in veins and massive sulfide replacement pods and lenses, stockworks and breccias. Commonly irregular deposit shapes are determined by a combination of host rock permeability and the geometry of ore-controlling structures. The most common minerals within the quartz veins are pyrite, enargite, famatinite, chalcocite, covellite, bornite gold and electrum. Tellurides and silver sulfo-salt minerals are often present as well. There are two common types of ore – massive enargite+pyrite or quartz+alunite+gold.

Mineralization

Most of the production of gold and lesser amounts of silver and base metals has come from high grade bodies located in a relatively small area of about 0.7 square miles or one square kilometer, northeast of the Goldfield town site. Mineralization is generally present in zones of strong silica-alunite alteration surrounded by wider zones of clay alteration set in a large area of propylitic alteration. High grade bodies may be connected by narrow structures or splays defined by alteration, quartz veinlets and low grade mineralization within the larger clay alteration envelope.

The principal host rocks are the dacite, the Milltown Andesite and the Sandstorm Rhyolite. The older rocks of the Palmetto Formation and the Jurassic intrusive rocks may locally host mineralization. The irregular intensely silicified zones which contain the major ore bodies have been locally named “ledges” by the miners. Mineable gold grades within the ledges decrease outward to low grade or barren silicified rocks over distances of often less than a meter. This gradation is seldom obvious, so that ore boundaries are rarely sharp and usually not visually apparent. Higher gold grades are not distributed evenly throughout the ledges and occur as irregular sheets, blobs, pipes and shoots throughout the ledge. Irregular breccia bodies are usually present, associated with late stage silica and clays filling open spaces. Gold mineralization is associated with this late stage event. The ore at Goldfield consists of native gold with bismuth and copper-arsenic-antimony-bearing sulfides and tellurides including bismuthinite, famatinite, enargite and goldfieldite (first identified in Goldfield ores). In the “rich ores” native gold is often visible in high grade bands. For the most part the gold is present as tiny grains in sulfides and tellurides, or as disseminations in quartz. There was very little coarse gold reported in Goldfield ores – it was almost entirely present as flour-sized particles barely visible to the naked eye.

In the Goldfield Main District, historically mined gold ores occurred in northwesterly trending and easterly dipping zones as well as northeasterly trending southeasterly dipping zones. Dips often became more shallow with depth. The mineralized area has a strike length of 5000 feet (1550 m), a maximum width of 4000 feet (1220 m) and extends down dip to over 1700 feet (520 m) below the surface.

Mineralization on the Property

Exploration by ICN, LSG and their predecessors since the 1930’s has become focused in the south-central portion of the Property. Silicified ledges and small bodies of gold mineralization were identified in the northern part, near the Phelan and Sheets-Ish shafts. Other similar zones were found in the January and Whiterock areas in the center, just west of the Combination Pit. However, the most attractive area was that in the February-Church-Newmont-Red Hills area immediately east of Goldfield and southwest of the Combination Pit. This area has become known as the NE Corridor.

In the NE Corridor, gold mineralization appears to be associated on a larger scale with the southern extension of the South Columbia Mountain Fault (trending north-south in this area), and its intersections with more northwesterly trending structures. Newmont mined small very high grade zones (grades up to 14 oz Au per ton, or 480 g/t) in the southwestern part of this area in 1947 to 1951 in both the Newmont Lode and the Red Hills area, from lodes along both structural trends, and some northeast trending structures. Drilling and underground geologic mapping by ICN and LSG in both of these areas, as well as the Church Zone, have demonstrated that these mineralized structural zones are persistent over a strike length of at least 1500 feet (457 m). See Figure 7. There were many intercepts with gold grades greater than 1 oz Ag per ton (34.3 gm/tonne). These zones are interpreted to dip nearly vertically and to have potentially minable widths of several feet or a few meters. In appearance, the mineralized zones were very similar to those mined historically in the Main District.

Figure 7: Mineralization in Church, Red Hills and Newmont Zones

Plan of Operations

Over the next 12 months, we plan to complete the first phase of a proposed two phase program involving some preliminary work, as follows:

Preliminary Work

The preliminary underground scope of work of approximately $250,000 will complete the hoist retro fitting and rehab work of LSG’s existing underground workings and obtain all necessary regulatory compliance to initiate Phase 1.

Phase 1 – The Church Zone & Stope Zone

The purpose of this phase is to define a mineral resource estimate in compliance with National Instrument 43-101 of the Canadian Securities Administrators. It is our intention to complete work addressing both surface and underground targets in two separate areas: the Church Zone and the Stope Zone. In this Phase, we expect to perform 15,000 feet of combined RC and core surface drilling on the Church Zone at an estimated cost of $500,000, plus 2,250 feet of underground drilling at an anticipated cost of US$225,000, both in order to extend the known high-grade gold zones,

In our opinion the Stope Zone is mine-ready, and therefore, during Phase 1 we anticipate determining how best to execute the extraction of mineralized rock. As part of Phase 1, we may conduct some confirmation drilling in the Red Hills Stope Zone at an anticipated cost of $150,000, although to execute drilling in some areas will require additional access work.

In addition, we plan to begin preparing and filing all necessary permitting applications at an approximate cost of $100,000.

If we are able to complete Phase 1 as planned, we expect to commence Phase 2 which consists of a one year work program for which we have yet to prepare a detailed budget.

Intellectual Property

We do not own any intellectual property and we have not filed for any protection of our trademark.

Employees

As of the Closing Date, we did not have any full time or part time employees. We plan to rely on the efforts of Mark Walmesley and Robert Baker, our officers and directors, as well as a number of independent consultants, to manage our operations. However, we may hire workers on a contract basis from time to time as the need arises.

Government Regulations

We plan to engage in mineral exploration and are accordingly exposed to environmental risks associated with mineral exploration activity. LSG is currently in the exploration stage on the Property and, pursuant to the Option Agreement, we are now the operator thereof.

In general, in Nevada, no government permits are required on mining claims for exploration activities which do not involve the use of powered equipment. Any disturbance of existing land and vegetation by powered means will generally require a permit which will specify that after work is completed land be re-contoured to the original surface and be seeded with native plant species. On unpatented claims with federally-owned surface, a “Notice of Intent” must be filed with the BLM for all activities involving the disturbance of five acres (two hectares) or less of the surface. A Notice of Intent will include details on the company submitting the notice, maps of the proposed disturbance, equipment to be utilized, the general schedule of operations, a calculation of the total disturbance anticipated, and a detailed reclamation plan and budget. A bond will be required to ensure reclamation and the amount will be determined by the calculated acreage being disturbed. The notice does not have an approval process associated with it but the bond calculation does have to be approved with a letter from the BLM before work can proceed. It is not necessary to file a Notice of Intent prior to work on land with privately owned surface.

Measurement of land disturbance is cumulative, and once five acres total has been disturbed on one project, a “Plan of Operations” must be filed and approved by the BLM before additional work can take place. This too requires a cash bond along with a reclamation plan.

LSG is not required to file a Notice of Intent for the Property with the BLM; instead, it is required to file one with the Department of Environmental Protection of the State of Nevada (NDEP), since the only portion of the Property that has publicly-owned surface rights is that which overlaps the Goldfield town limits. This form of notice includes the same information as the BLM Notice of Intent except that a detailed reclamation plan, budget and bond are not required. The notice also has a very informal approval process associated with it.

LSG is currently operating under a Notice of Intent filed with the NDEP and dated January 2011. This is an open-ended permit that does not require bonding for reclamation and allows for a total of five acres of disturbance. We do not have any pending Notices of Intent.

To the best of our knowledge, there are no existing environmental liabilities on the Property. A detailed environmental investigation has not been conducted.

RISK FACTORS

An investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer and they may lose all or part of their investment. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.

Risks Related to Our Business

We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.

We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.

Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will be able to continue our operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue to operate over the next 12 months. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence. As such, if we are unable to obtain new financing to execute our business plan we may be required to cease our operations.

The Property may not contain mineral reserves that are economically recoverable and we cannot accurately predict the effect of certain factors affecting such a determination.

LSG has not determined if the Property contains mineral reserves that are economically recoverable. Exploration for mineral reserves involves a high degree of risk, which even a combination of careful evaluation, experience and knowledge, may not eliminate. Few properties which are explored are ultimately developed into producing properties. Regardless, LSG is currently in the process of re-opening its underground working and plans to complete the first and second phases of its feasibility program, which, pursuant to the Option Agreement, we are required to fund.

Estimates of mineral reserves and any potential determination as to whether a mineral deposit will be commercially viable can be affected by such factors as deposit size; grade; unusual or unexpected geological formations and metallurgy; proximity to infrastructure; metal prices which are highly cyclical; environmental factors; unforeseen technical difficulties; work interruptions; and government regulations, including regulations relating to permitting, prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted.

The long term profitability of our operations will be in part directly related to the cost and success of our exploration and development program. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis.

If the Property is ultimately placed into production, we will encounter hazards and risks that could result in significant legal liability.

In the event that we are ultimately able to commence commercial production on the Property, our operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of gold, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, the mine and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although we plan to take appropriate precautions to mitigate these hazards and risks by, among other things, obtaining liability insurance in an amount considered to be adequate by management, their nature is such that the liabilities might exceed policy limits, they might not be insurable, or we may not elect to insure against them due to high premium costs or other reasons, which could have a material adverse effect upon our financial condition and results of operations.

We face significant competition in the mineral resource industry that presents an ongoing threat to the success of our business.

The mining industry is intensely competitive in all of its phases, and we will be forced to compete with many companies that possess greater financial resources and technical facilities than we do. Significant competition exists for the limited number of mineral acquisition opportunities available in our sphere of operations. As a result of this competition, our ability to acquire additional attractive mining properties on terms we consider acceptable may be adversely affected.

Fluctuating mineral prices may negatively affect our ability to secure financing or our results of operations.

Our future revenues, if any, will likely be derived from the extraction and sale of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond our control including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our business, could negatively affect our ability to secure financing or our results of operations.

We are subject to government laws and regulations particular to our operations with which we may be unable to comply.

We may not be able to comply with all current and future government environmental laws and regulations which are applicable to our business. Our operations are subject to all government regulations normally incident to conducting business: occupational safety and health acts, workmen’s compensation statutes, unemployment insurance legislation, income tax and social security laws and regulations, and most importantly, environmental laws and regulations. In addition, we are subject to laws and regulations regarding the development of mineral properties in the State of Nevada. We are also subject to governmental laws and regulations applicable to small public companies and their capital formation efforts.

We are engaged in mineral exploration and are accordingly exposed to environmental risks associated with mineral exploration and mining activity. LSG is currently in the exploration stage and has not determined whether significant site reclamation costs will be required on the Property in the future, which we will likely be responsible for as well. Although we will make every effort to comply with all applicable laws and regulations, we cannot provide any assurance that we will be able to deal with evolving environmental attitudes and regulations, nor can we predict the effect of any future changes to environmental regulations on our proposed business activities. We only plan to record liabilities for site reclamation when reasonably determinable and when such costs can be reliably quantified. Other costs of compliance with environmental regulations may also be burdensome.

Our failure to comply with material regulatory requirements could have an adverse effect on our ability to conduct our business. The expenditure of substantial sums on environmental matters would have a materially negative effect on our ability to implement our business plan and could require us to cease operations.

Our business depends substantially on the continuing efforts of our two officers, and our business may be severely disrupted if we lose their services.

Our future success heavily depends on the continued service of our two officers. Although we plan to increase the size of our Board of Directors, appoint additional officers and engage various consultants as our business grows, if they are unable or unwilling to continue to work for us in their present capacities, we may have to spend a considerable amount of time and resources searching, recruiting and integrating one or more replacements into our operations, which would severely disrupt our business. This may also adversely affect our ability to execute our business strategy.

Our new officer’s limited experience managing a publicly traded company may divert his attention from operations and harm our business.

Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director, has no experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. He, together with Robert Baker, our current Secretary and director and former sole officer and director, will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating such personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including members of our management team, and our inability to attract highly skilled personnel with sufficient experience in our industry could harm our business.

Since our officers and directors are located in Canada, investors may be limited in their ability to enforce U.S. civil actions against them for damages to the value of our common stock.

Our officers and directors are residents of Canada. Consequently, U.S. investors may experience difficulty affecting service of process on our officers and directors within the United States or enforcing a civil judgment of a U.S. court in Canada if a Canadian court determines that the U.S. court in which the judgment was obtained did not have jurisdiction in the matter. There is also substantial doubt whether an original action predicated solely upon civil liability may successfully be brought in Canada against our officers and directors. As a result, investors may not be able to recover damages as compensation for a decline in the value of their investment.

We may indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.

Our Bylaws allow us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. Our Bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors or control persons, we have been advised by the SEC that such indemnification is against public policy and is therefore unenforceable.

Since our officers and directors are aware that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our operating costs. Further, if any of our officers and directors files a claim against us for indemnification, the associated expenses could also increase our operating costs.

Failure to comply with the Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

As a Nevada corporation, we are subject to the Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Some foreign companies, including some that may compete with us, may not be subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the countries in which we conduct our business. However, our employees or other agents may engage in conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Current global financial and economic conditions could adversely impact our operations and financial condition.

Current global financial and economic conditions, while improving, remain volatile. Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk; devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets; and a lack of market liquidity. Such factors may impact our ability to obtain financing on favourable terms or at all. Additionally, global economic conditions may cause a long term decrease in asset values. If such global volatility and market turmoil continue, our operations and financial condition could be adversely impacted.

Risks Related to Ownership of Our Common Stock

Because there is a limited public trading market for our common stock, investors may not be able to resell their shares.

There is currently a limited public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell any shares of our common stock. If investors wish to resell their shares, they will have to locate a buyer and negotiate their own sale. As a result, they may be unable to sell their shares or may be forced to sell them at a loss.

We cannot assure investors that there will be a market in the future for our common stock. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. Investors may not be able to sell shares at their purchase price or at any price at all.

LSG has voting control over matters submitted to a vote of the stockholders, and it may take actions that conflict with the interests of our other stockholders and holders of our debt securities.

We issued 35,000,000 shares of our common stock to LSG on the Closing Date, and LSG therefore controls approximately75.3% of the votes eligible to be cast by stockholders in the election of directors and generally. As a result, LSG has the power to control all matters requiring the approval of our stockholders, including the election of directors and the approval of mergers and other significant corporate transactions.

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through the acquisition of additional property interests or through business combinations with entities operating in our industry. In order to do so, or to finance the cost of our operations, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also pursue debt financing, if and when available, and this could negatively impact our earnings and results of operations.

We are subject to penny stock regulations and restrictions and investors may have difficulty selling shares of our common stock.

Our common stock is subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock rules”. Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.

Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are generally persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks.

Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares of common stock.

There can be no assurance that our common stock will qualify for exemption from the penny stock rules. In any event, even if our common stock was exempt from the penny stock rules, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

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

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, our stockholders will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all.

Investors may face significant restrictions on the resale of their shares due to state “blue sky” laws.

Each state has its own securities laws, commonly known as “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. Investors should therefore consider the resale market for our common stock to be limited, as they may be unable to resell their shares without the significant expense of state registration or qualification.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The information and financial data discussed below is derived from our audited financial statements for the fiscal years ended December 31, 2013 and 2012, and our unaudited financial statements for the nine month periods ended September 30, 2013 and 2012. The information and financial data discussed below is only a summary and should be read in conjunction with the financial statements and related notes contained elsewhere in this Report or incorporated herein by reference. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.

Results of Operations

Three and Nine Months Ended September 31, 2014 and 2013

	Three Months Ended September 30,						Change
	2014			2013			Amount			Percentage
Revenue	$	-		$	-		$	-			-
Operating Expenses	$	30,111		$	42,138		$	(12,027	)		(29	%)
Loss from Operations	$	(30,111	)	$	(42,138	)	$	12,027			(29	%)
Other Income	$	19,599		$	-		$	19,599			-
Net Loss For The Period	$	(10,512	)	$	(42,138	)	$	31,626			(75	%)

	Nine Months Ended September 30,						Change
	2014			2013			Amount			Percentage
Revenue	$	-		$	-		$	-			-
Operating Expenses	$	115,917		$	136,915		$	(20,998	)		(15	%)
Loss from Operations	$	(115,917	)	$	(136,915	)	$	20,998			(15	%)
Other Income	$	19,599		$	-		$	19,519			-
Net Loss For The Period	$	(96,318	)	$	(136,915	)	$	40,597			(30	%)

Overview

We have had no operating revenues since our inception on December 9, 2004. We recorded net losses of $10,512 and $96,318 for the three and nine month periods ended September 30, 2014, respectively, and have an accumulated deficit of $978,604. Prior to the completion of the Acquisition, we had no way to generate any revenue; however, we still cannot predict with any certainty the possibility and timing of revenue being generated.

Expenses

Notable period over period differences are as follows:

	Three Months Ended September 30,					Change
	2014			2013		Amount			Percentage
Consulting services	$	9,789		$	26,623	$	(16,834	)		(63	%)
Corporate support services	$	-		$	1,838	$	(1,838	)		(100	%)
Office, foreign exchange and sundry	$	(2,763	)	$	3,923	$	(6,686	)		(170	%)
Professional fees	$	16,769		$	6,550	$	10,219			156	%
Transfer and filing fees	$	3,064		$	1,046	$	2,018			193	%

During the three months ended September 30, 2014:

our consulting service expenses were lower than in 2013 since we paid the final installment to Woodburn under the Consulting Agreement in July 2014;

our corporate support service expenses decreased as a result of the agreement to supply those services being terminated by the service provider as of December 31, 2013;

our office, foreign exchange and sundry expenses were lower in 2014 primarily due to an increase in foreign exchange gain of approximately $8,000 offset by an increase in IT expenses of approximately $1,000;

our professional fees increased primarily due to timing of billings for audit and review services; and

our transfer and filing fees increased primarily due to 8-K filing requirements in the 2014 quarter, with none in the 2013 quarter.

Years Ended December 31, 2013 and 2012

Overview

	Year Ended December 31,						Change
	2013			2012			Amount				Percentage
Revenue		$	-		$	-		$	-			-
Operating Expenses			177,259			260,858			(83,599	)		(32	%)
Net Loss		$	177,259		$	260,858		$	(83,599	)		(32	%)

We recorded a net loss of $177,259 for the year ended December 31, 2013 and had an accumulated deficit of $882,286.

Expenses

Our expenses for the years ended December 31, 2013 and 2012 are outlined below:

	Year Ended December 31,					Change
	2013			2012		Amount			Percentage
Consulting services	$	110,581		$	110,880	$	(299	)		-
Corporate support services		12,420			39,158		(26,738	)		(68	%)
Interest, bank and finance charges		(858	)		16,626		(17,484	)		(105	%)
Office, foreign exchange and sundry		3,737			13,096		(9,359	)		(71	%)
Professional fees		38,075			67,039		(28,964	)		(43	%)
Transfer and filing fees		13,304			14,059		(755	)		(5	%)
Total Operating Expenses	$	177,259		$	260,858	$	(83,599	)		(32	%)

During the year ended December 31, 2013:

our consulting services expenses relate to fees for services of our president under the terms of a contract which commenced January 1, 2012. The total includes monthly fees and reimbursed expenses. There was no significant change from 2012;

our corporate support services expenses In recognition of the Company’s continuing constrained financial condition, the service provider agreed to decrease the rate in 2014 to $1,000 monthly, plus applicable taxes;

interest, bank and finance charges decreased in 2013 primarily due to a service provider’s agreement to reverse interest charges on overdue accounts payable;

our office, foreign exchange and sundry increased in 2013 mainly due to higher foreign exchange cost (approximately $8,000) and license fees (approximately $1,000);

our professional fees decreased primarily due to timing of billings for 2013 audit and review services, offset slightly by lower legal costs being incurred in 2012; and

our transfer and filing fees remained consistent year over year.

Balance Sheets

At September 30, 2014 and December 31, 2013

Items with notable period-end differences are as follows:

	September 30,		December 31,		Change
	2014		2013		Amount		Percentage
Cash	$	16,192	$	21	$	16,171		77,005	%
Prepaid fees and advances	$	8,300	$	-	$	8,300		-
Accounts payable and accrued liabilities	$	108,066	$	78,076	$	29,990		38	%
Loans payable	$	202,530	$	111,731	$	90,799		81	%

The increase in cash of approximately $16,000 is explained below in the section on cash flows.

Our prepaid fees and advances increased due to a legal retainer of approximately $2,000 plus approximately $7,000 in advances we paid on a debt settlement.

Our accounts payable and accrued liabilities increased mainly due to increases in accrued costs for transfer agent services (approximately $2,000), accounting services (approximately $9,000), and consulting fees (approximately $35,000), offset by a decrease in accrued costs for corporate support services (approximately $20,000) due to a settlement agreement.

Our loans payable increased due to the receipt of approximately $85,000 in loans, together with an increase in accrued interest of approximately $6,000.

At December 31, 2013 and 2012

Items with notable year-end differences are as follows:

	December 31				Change
	2013		2012		Amount			Percentage
Cash	$	21	$	11,282	$	(11,261	)		(100	%)
Amounts receivable	$	-	$	9,464	$	(9,464	)		(100	%)
Prepaid consulting fees to related parties	$	-	$	43,022	$	(43,022	)		(100	%)
Accounts payable and accrued liabilities	$	78,076	$	88,069	$	(9,993	)		(11	%)
Loans payable	$	111,731	$	92,860	$	18,871			20	%)
Promissory notes due to related party	$	-	$	7,116	$	(7,116	)		(100	%)

Our cash decreased due to the amount of cash provided by financing activities being lower than the amount of cash used by operating activities.

Our amounts receivable decreased due to the receipt in the first quarter of 2013 of the final goods and services tax refund for which we were eligible. GST payments that we incurred while we were a non-operating company have been expensed.

Our prepaid consulting fees to related parties decreased due to an agreement to offset December 31, 2012 prepaid consulting fees against payables.

Our accounts payable and accrued liabilities decreased mainly due to an agreed assignment to our payables of various amounts due to Robert Baker, our former sole officer and director, and Woodburn.

Our loans payable increased due to two new loans totalling approximately $11,000 and an increase in accrued interest of approximately $8,000.

Our promissory notes due to related party decreased as a result of an agreed assignment of the December 31, 2012 balance to our payable account for a related party.

Liquidity and Capital Resources

As of September 30, 2014

As of September 30, 2014, we had $24,492 in total assets, consisting of cash and prepaid fees and advances, and $310,596 in total liabilities, consisting of accounts payable and accrued liabilities, and loans payable.

Our working capital as at September 30, 2014 and December 31, 2013 and the changes between those dates are summarized as follows:

	September 30,				December 31,			Change
	2014				2013			Amount				Percentage
Current Assets		$	24,492			21			$	24,471			116,529	%
Current Liabilities			310,596			189,807				120,789			64	%
Working Capital (Deficiency)		$	(286,104	)		(189,786	)		$	(96,318	)		51	%

The increase in our working capital deficiency from December 31, 2013 to September 30, 2014 is explained by the changes described above for notable balance sheet items, all of which are current assets or current liabilities.

Cash Flows

	Nine Months Ended September 30								Change
	2014				2013				Amount				Percentage
Cash Flows (Used In) Provided By:
Operating Activities		$	(68,457	)		$	(121,882	)		$	53,425			44	%
Financing Activities			84,628				110,690				(26,062	)		(24	%)
Net increase (decrease) in cash		$	16,171			$	(11,192	)		$	27,363			245	%

The decrease in cash used in operating activities of approximately $53,000 is due to the following:

our operating expenses being lower by approximately $21,000 in the current nine month period than in the equivalent period in the prior year, together with other income of approximately $20,000 in the current period;

an increase in prepaid fees and advances of approximately $8,000 in 2014, compared to a decrease of approximately $34,000 in 2013, for a net year-over-year period difference of approximately $42,000;

a decrease in amounts receivable of $Nil in 2014, compared to approximately $9,000 in 2013, resulting in a year-over-year difference of approximately $9,000; and

in increase of approximately $30,000 in accounts payable in 2014 compared to a decrease of approximately $36,000 in 2013, for a net year-over-year difference of approximately $66,000.

The decrease of approximately $26,000 in cash provided by financing activities was due to:

loan advances in the first nine months of 2014 of approximately $85,000, compared to approximately $21,000 in the same period in 2013, for a net increase of approximately 64,000; and

the receipt of subscriptions for our common stock being $Nil in the first nine months of 2014, compared to $90,000 in the same period in 2013, for a net decrease of $90,000.

As of the Closing Date, we had yet to generate any revenues from our business operations and our ability to generate adequate amounts of cash to meet our needs was entirely dependent on the issuance of shares, debt securities or loans.

Our principal source of working capital has been in the form of loans and capital contributions from our shareholders or management, loans from third parties, and funds received as subscriptions for our common stock. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans.

As of December 31, 2013

Our financial condition for the years ended December 31, 2013 and 2012 and the changes between those periods for the respective items are summarized as follows:

	Year Ended December 31,								Increase/(Decrease)
	2013				2012				Amount				Percentage
Current Assets		$	21			$	63,768			$	(63,747	)		100	%
Current Liabilities			(189,807	)			(188,045	)			(1,762	)		1	%
Working Capital (Deficiency)		$	(189,786	)		$	(124,277	)		$	(65,509	)		53	%

The increase in our working capital deficiency from December 31, 2012 to December 31, 2013 was due to a decrease in cash of approximately $11,000, amounts receivable of approximately $9,000 and prepaid consulting fees to related parties of approximately $43,000, together with a decrease in accounts payable and accrued liabilities of approximately $10,000, an increase in loans payable of approximately $19,000, and a decrease in promissory notes due to related parties of approximately $7,000.

Cash Flows

	Year Ended December 31								Increase/(Decrease)
	2013				2012				Amount				Percentage
Cash Flows Provided By (Used In):
Operating Activities		$	(133,632	)		$	(281,181	)		$	147,549			52	%
Financing Activities			122,371				291,704				(169,333	)		(58	%)
Net increase (decrease) in cash		$	(11,261	)		$	10,523			$	(21,784	)		(207	%)

The decrease in cash used for operating activities year-over-year is comprised mainly of the decrease in net loss of approximately $84,000; a decrease in receivables of approximately $9,000; the recovery of prepaid consulting fees of approximately $43,000; and a decrease in payables and accrued liabilities in 2013 smaller than in 2012 by approximately $13,000.

The year-over-year decrease in cash provided by financing activities was primarily due to a decrease in the receipt of subscriptions for our common stock of approximately $287,000, offset by a decrease in advances to related parties of approximately $42,000; a decrease in prepayment of consulting fees of approximately $43,000; and an increase in receipt of loans payable of approximately $32,000.

Plan of Operations

We anticipate that we will require a minimum of $1,856,000 to pursue our plan of operations over the next 12 months, as follows:

Description	Amount ($)
Underground access and workings retrofitting (Preliminary Work)	250,000
Completion of surface and underground drilling (Church Zone)	725,000
Preparation of feasibility study (Church Zone)	50,000
Follow-up surface and underground drilling (Stope Zone)	150,000
Laboratory work	60,000
Mine site security	60,000
Permitting application expenses	100,000
Management fees	120,000
Consulting fees	198,000
Marketing and investor relations expenses	60,000
Professional fees	60,000
Rent, travel and lodging expenses	60,000
Transfer and filing fees	13,000
Website development expenses	10,000
Total	1,856,000

We do not currently have sufficient funds to carry out our entire plan of operations, so we intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements; however, we do not currently have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings. If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options, although we cannot provide any assurance that any such options will be available to us or on terms reasonably acceptable to us. Further, if we are unable to secure any additional financing then we plan to reduce the amount that we spend on our operations, including our management-related consulting fees and other general expenses, so as not to exceed the capital resources available to us. Regardless, our current cash reserves and working capital may not be sufficient to enable us to sustain our business for the next 12 months, even if we do decide to scale back our operations.

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving related parties and common stock. Actual results may differ from the estimates.

Foreign Currency Accounting

Our functional currency is the U.S. dollar. Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:

monetary items at the exchange rate prevailing at the balance sheet date;

non-monetary items at the historical exchange rate; and

revenue and expense items at the rate in effect of the date of transactions.

Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.

In addition and as a result of completing the Acquisition, we anticipate that the following critical accounting policies of LSG will also become our critical accounting policies:

Mineral Property

Mineral property acquisition costs are capitalized. Exploration costs are expensed as incurred. When it is determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop that property are capitalized. Such costs would then be amortized using the units-of-production method over the estimated life of the reserve.

Reclamation Liabilities and Asset Retirement Obligations

Minimum standards for site reclamation and closure have been established by various government agencies that affect our operations. We calculate estimates of reclamation liabilities based on current laws and regulations. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires the recording of a liability for the present value of estimated environmental remediation costs and the related asset when a recoverable asset (long-lived asset) can be realized. To date, no asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

DESCRIPTION OF PROPERTY

On the Closing Date, we acquired a 20% interest in the Property in exchange for the issuance of 35,000,000 shares of our common stock to LSG at a deemed price of $0.02 per share. See the disclosure under Item 2.01 – Description of Business, which is incorporated herein by reference.

In addition, our principal offices are located at 666 Burrard Street, Suite 600, Vancouver, British Columbia, Canada V6E 4M3. The office space is currently provided as part of an agreement with the consulting firm that we use for administrative, regulatory compliance and bookkeeping services. We believe that this space is generally suitable to meet our needs for the foreseeable future; however, we will continue to seek additional space as required to satisfy our growth.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our common stock beneficially owned as of the Closing Date after giving effect to the Acquisition for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each of our officers and directors and (iii) our officers and directors as a group. A person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.

For the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of our common stock that such person has the right to acquire within 60 days of the Closing Date. For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Common Stock	Mark Walmesley (2) 666 Burrard Street, Suite 600 Vancouver, British Columbia Canada V6E 4M3	2,450,000 (3)	5.3
Common Stock	Robert Baker (4) 666 Burrard Street, Suite 600 Vancouver, British Columbia Canada V6E 4M3	2,538,410 (5)	5.5
All Officers and Directors as a Group		5,423,500	10.8
Common Stock	Lode Star Gold, Inc. (6) 13529 Skinner Road, Suite N Cypress, Texas, USA 77429	35,000,000	75.3

(1)	Based on 46,509,000 shares of our common stock issued and outstanding as of the Closing Date after giving effect to the Acquisition.

(2)	Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the Closing Date. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.

(3)	Includes 1,340,000 shares held by Lonnie Humphries, the sole shareholder of LSG and the spouse of Mr. Walmesley, and 1,110,000 shares held by Mr. Walmesley directly.

(4)	Robert Baker was appointed as our Secretary and director on December 9, 2004, acted as our Chief Financial Officer and Treasurer from May 31, 2007 until September 22, 2014, and acted as our President and Chief Executive Officer from May 31, 2007 until the Closing Date.

(5)	These shares are held by Woodburn Holdings Ltd., a corporation over which Mr. Baker has sole voting and investment power.

(6)	Lonnie Humphries, the spouse of Mr. Walmesley, has sole voting and investment power over the securities held by LSG.

Changes in Control

As of the Closing Date, we were not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control.

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

As of the Closing Date, the names, ages and positions of our sole executive officer and directors were as follows:

Name	Age	Position
Mark Walmesley	57	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director
Robert Baker	60	Secretary, Director

Mark Walmesley – President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director

Mr. Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the Closing Date. He has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.

From 2005 to 2010, Mr. Walmesley directed operations on the Property, during which time LSG had a crew of up to eight people performing surface and underground exploratory drilling and mine rehabilitation work. In 2010 and 2011, he negotiated the terms of the ICN Option Agreement on behalf of LSG, and he is currently directing all of LSG’s advancement activities.

Since 1985, Mr. Walmesley has been the owner and operator of Mark Walmesley, Inc., a private Texas corporation, and MWI Utah, Inc., a private Utah corporation, both of which specialize in the sale of window etching theft deterrent products that are distributed throughout the United States in the automotive aftermarket industry. Through an established network of agents and car dealerships, he has achieved product fulfillment on millions of vehicles over his 30 year career.

Since 2008, Mr. Walmesley has been developing an emergency medical communications platform for FAST Alert Support Team, Inc., a company dedicated to facilitating worldwide communication between emergency medical technicians (EMTs), incapacitated individuals and people assigned by those individuals to accommodate pre-determined essential support. Although the project is currently on hold, Mr. Walmesley originally developed this online software solution for the medical industry in the United States and plans to build the business using his existing network of automotive industry contacts. He remains the company’s Founder and Chief Software Architect.

Mr. Walmesley has also been involved in financing and mentoring a variety of other private companies throughout his professional career.

Robert Baker – Secretary, Director

Mr. Baker acted as our President and Chief Financial Officer from May 31, 2007 to the Closing Date, and our Chief Financial Officer and Treasurer from May 31, 2007 to September 22, 2014. He has served as our Secretary and director since December 9, 2004.

From March 1, 2006 to September 14, 2011, Mr. Baker was an officer and director of Snowdon Resources Corporation, a Nevada corporation engaged in the business of uranium mining exploration. From June 2003 to January 2006, Mr. Baker was the President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer of Global Green Solutions Inc., a Nevada corporation. He continues to hold the positions of Secretary and director of that company.

From May 2005 to May 2007, Mr. Baker was the Secretary and a member of the board of directors of Marathon Gold Corp., a Nevada corporation engaged in the business of mining exploration. From November 2004 to December 2005, he served as a director of Cierra Pacific Ventures Ltd., a company engaged in the business of mining exploration and located in Vancouver, British Columbia, Canada. Cierra Pacific’s common shares were formerly listed for trading on the TSX Venture Exchange under the symbol CIZ.H. From October 2004 to June 2007, Mr. Baker was the Secretary and a director of Tapango Resources Ltd., a company also engaged in the business of mining exploration and located in Vancouver, British Columbia, Canada. Tapango’s common shares are currently listed for trading on the TSX Venture Exchange under the symbol TPA.H.

From September 2004 to June 2006, Mr. Baker was the Secretary and a director and secretary of Tapestry Ventures Ltd., a company engaged in the business of mining exploration and located in Vancouver, British Columbia, Canada. Tapestry Ventures’ common shares were formerly listed for trading on the TSX Venture Exchange under the symbol TPV.H. From January 2004 to March 2006, Mr. Baker was the President, Principal Executive Officer, Principal Financial Officer and Treasurer of Sterling Gold Corporation, a Nevada corporation engaged in the business of mining exploration. From June 2002 to October 2003, he acted as the President, Principal Executive Officer, Principal Financial Officer, Treasurer and director of TexEn Oil & Gas, Inc., and from November 1998 to June 2002, he was a registered representative with Canaccord Capital Corporation, a Canadian broker/dealer registered with the United States Securities and Exchange Commission.

Except as described above, neither Mr. Walmesley nor Mr. Baker has been a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

Corporate Governance

Our business and affairs are managed under the direction of our Board of Directors, which currently consists of Mr. Walmesley and Mr. Baker.

Term of Office

Our directors are elected to serve until our next annual meeting of stockholders and until their successors have been elected and qualified. Our officers are appointed to serve until the meeting of our Board of Directors following the next annual meeting of our stockholders and until their successors have been elected and qualified.

Board Committees

Our audit committee consists of our two directors, neither of whom is independent. This creates a potential conflict of interest. Our audit committee’s role is to oversee all material aspects of our reporting, control and audit functions, except those specifically related to the responsibilities of any other standing committee of the Board of Directors. This includes a particular focus on the qualitative aspects of financial reporting to shareholders and on our processes for the management of business/financial risk and for compliance with significant legal, ethical and regulatory requirements. In addition, the committee is responsible for (1) the selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5) engaging outside advisors; and (6) funding for our independent accountant and any outside advisors engagement by the audit committee.

We do not have a nominating or compensation committee. We intend, however, to establish a compensation committee of our Board of Directors in the future. We envision that the compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was included as Exhibit 14.1 to our annual report on Form 10-K filed with the SEC on April 7, 2009.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to our Chief Executive Officer and Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was included as Exhibit 99.3 our annual report on Form 10-K filed with the SEC on April 7, 2009.

Significant Employees

Other than our executive officers, we do not expect any other individuals to make a significant contribution to our business.

Family Relationships

There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

being 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business activity;

being the subject of, or a party to, any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies; or

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any stock, commodities or derivatives exchange or other self-regulatory organization.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Management Agreements

We do not yet have a formal management or consulting agreement in place with Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director. Regardless, we expect Mr. Walmesley to allocate 100% of his working time to our business. In addition, as a result of the Settlement Agreement we no longer have a consulting agreement in place with Robert Baker, our former sole officer and director and current Secretary and director.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires a company’s directors and officers, and persons who own more than 10% of any class of a company’s equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us, or written representations from the reporting persons as of the Closing Date, we believe that all Section 16(a) reports applicable to our directors, officers and 10% stockholders with respect to our fiscal year ended December 31, 2013 have been filed.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following sets forth information with respect to the compensation awarded or paid to Mark Walmesley, our President, Chief Executive Officer, Chief Financial, Treasurer and director, and Robert Baker, our Secretary and director and former President, Chief Executive Officer, Chief Financial Officer and Treasurer, for all services rendered in all capacities to us during our fiscal years ended December 31, 2013 and 2012. We do not have any other executive officers and no other individual received total compensation from us in excess of $100,000 during those years. Pursuant to Item 402(a)(5) of Regulation S-K we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to these individuals required to be reported in such columns in either year.

Name and Principal Position	Year Ended December 31,	Salary ($)	Total ($)
Mark Walmesley, President (1)	2013	-	-
Mark Walmesley, President (1)	2012	-	-
Robert Baker, former President (2)	2013	110,581 (3)	110,581
Robert Baker, former President (2)	2012	110,880 (3)	110,880

(1)	Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the Closing Date. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.

(2)	Robert Baker was appointed as our Secretary and director on December 9, 2004, acted as our Chief Financial Officer and Treasurer from May 31, 2007 until September 22, 2014, and acted as our President and Chief Executive Officer from May 31, 2007 until the Closing Date.

(3)	Represents amounts paid to Woodburn Holdings Ltd., a corporation over which Mr. Baker has sole voting and investment power.

On December 5, 2014, we entered into the Settlement Agreement and thereby terminated the Consulting Agreement pursuant to which we previously paid compensation to Mr. Baker.

Outstanding Equity Awards at Fiscal Year-End

As of the Closing Date, we did not have any outstanding equity awards.

Benefit Plans

We do not have any pensions plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees. However, we may establish such plans in the future.

Director Compensation

We have not compensated any of our directors for their service on the Board of Directors. Management directors are not compensated for their service as directors; however they may receive compensation for their services as our employees. The compensation received by our former sole management director is shown in the “Summary Compensation Table” above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The following includes a summary of transactions since January 1, 2011, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described in Item 2.01 – Executive Compensation). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Pursuant to the Subscription Agreement and on the Closing Date, we issued 35,000,000 shares of our common stock to LSG. Upon the closing of the Acquisition, LSG became our principal stockholder and Mark Walmesley, the Director of Operations and a director of LSG, was appointed as our President and Chief Executive Officer.

As of September 30, 2014, we owed Woodburn $70,819 in consulting fees which was included in our accounts payable. Pursuant to the Settlement Agreement, this amount is no longer due and owing.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.

Director Independence

Because our common stock is not currently listed on a national securities exchange, we currently use the definition in NASDAQ Listing Rule 5605(a)(2) for determining director independence, which provides that an “independent director” is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the company;

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We have determined that neither Mr. Walmesley nor Mr. Baker meet this definition of independence due to the fact that they are also our executive officers.

We currently have a separately designated audit committee but do not have a separately designated nominating or compensation committee.

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or our officers or directors of those of our subsidiaries’ in their capacities as such, in which an adverse decision could have a material adverse effect.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

General

As of the Closing Date and after giving effect to the Acquisition, we had 46,509,000 shares of common stock issued and outstanding. As of the Closing Date, the exemption from registration provided by Rule 144 under the Securities Act was not available for any restricted shares of our common stock pursuant to Rule 144(i).

Market Information

Our stock is quoted under the symbol “ITGC” on the OTCQB tier of the over-the-counter market operated by OTC Markets Inc. OTCQB companies must be registered with and reporting to the SEC or a U.S. banking regulator. The high and low bid quotations of our common stock for the periods indicated below are as follows:

OTCQB
Quarter Ended	High ($)	Low ($)
December 31, 2013	0.23	0.05
September 30, 2013	0.24	0.23
June 30, 2013	0.24	0.24
March 31, 2013	0.27	0.20
December 31, 2012	0.40	0.27
September 30, 2012	0.51	0.10
June 30, 2012	0.10	0.10
March 31, 2012	0.10	0.10

These quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

The market for our common stock has been sporadic and there have been long periods during which there were few, if any, trades. Accordingly, reliance should not be placed on the quotations listed above, as the trades and depth of the market may be limited, and therefore, such quotes may not be a true indication of the current market value of our common stock.

Holders

As of the Closing Date and after giving effect to the Acquisition, there were approximately 94 holders of record of our common stock.

Dividends

We have not declared any cash dividends, nor do we have any plans to do so. Management anticipates that, for the foreseeable future, all available cash will be needed to fund our operations.

Penny Stock

Our common stock is subject to the provisions of Section 15(g) of the Exchange Act and Rule 15g-9 thereunder, commonly referred to as the “penny stock rule”. Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.

Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of securities and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document prepared by the SEC relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2013, we did not have any compensation plans under which our equity securities are authorized for issuance, and we do not currently have any such plans. We intend to adopt an equity compensation plan in which our directors, officers, employees and consultants will be eligible to participate. However, no formal steps have been taken as of the date of this Report to adopt such a plan.

RECENT SALES OF UNREGISTERED SECURITIES

See the disclosure set forth under Item 3.02 which is incorporated herein by reference. Other than that or as disclosed in in previous quarterly reports on Form 10-Q or current reports on Form 8-K, we have not issued any equity securities that were not registered under the Securities Act within the past three years.

DESCRIPTION OF SECURITIES

Introduction

In the discussion that follows, we have summarized selected provisions of our Articles of Incorporation, as amended, our Bylaws and the Nevada Revised Statues (the “NRS”) relating to our common stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our Articles of Incorporation, as amended, and our Bylaws.

Common Stock

Our authorized capital consists of 100,000,000 shares of common stock, par value $0.00001 per share. As of the Closing Date and after giving effect to the Acquisition, 46,509,000 shares of our common stock were issued and outstanding.

The holders of our common stock:

·	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 the 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.

Non-Cumulative Voting

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

Cash Dividends

As of the date of this Report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The only statutes, charter provisions, bylaws, contracts or other arrangements under which any of our directors, officers or controlling persons are insured or indemnified in any manner against any liability which he may incur in his capacity as such, are as follows:

Section 4 of our Articles of Incorporation;

Article IX of our Bylaws; and

Chapter 78 of the NRS.

Articles of Incorporation

Section 4 of our Articles of Incorporation provides that we will indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was our director or is or was serving as a director, officer, employee or agent of another entity at our request or at the request of any of our predecessors against judgments, fines, penalties, excise taxes, amounts paid in settlement and cost, charges and expenses (including attorney’s fees and disbursements) that he or she incurs in connection with such action or proceeding.

Bylaws

Section IX of our Bylaws provides that we will indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by reason of the fact that such person is or was our director, trustee, officer, employee or agent, or is or was serving at our request as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The general effect of the foregoing is that we may indemnify a director, officer or controlling person from liability, thereby making us responsible for any expenses or damages incurred by such director, officer or controlling person in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the NRS or our Bylaws, or otherwise, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defence of any action, suit or proceeding, is asserted by one of our directors, officers or controlling persons, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Nevada Revised Statutes

Section 78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

“Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that:

(a)

The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and

(b)

The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.”

Section 78.7502 of the NRS provides as follows:

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if he:

(a)

Is not liable pursuant to NRS 78.138; or

(b)

Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:

(c)

Is not liable pursuant to NRS 78.138; or

(d)

Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporationl.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 3.02 Unregistered Sales of Equity Securities

See the disclosure set forth under Item 1.01 which is incorporated herein by reference.

The shares of our common stock issued to LSG in connection with the Acquisition were offered and sold in a private transaction in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act. Our reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one offeree; (c) we did not engage in any subsequent or contemporaneous public offerings of securities; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between LSG and us.

Item 5.01 Changes in Control of Registrant

See the disclosure set forth under Item 2.01 which is incorporated herein by reference.

As a result of the Acquisition, LSG acquired 35,000,000 shares of our common stock, or approximately 75.3% of the total voting power of all of our outstanding voting securities. LSG assumed control from the holders of our issued and outstanding common stock, and in particular, Robert Baker, who owned approximately 24.3% of our common stock prior to the Closing Date.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On the Closing Date, Robert Baker submitted his resignation as our President and Chief Executive Officer, and Mark Walmesley was appointed by our Board of Directors to fill the resulting vacancies. Mr. Baker’s resignations were not due to any disagreement with us regarding our operations, policies, practices or otherwise. Mr. Walmesley is now our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and Mr. Baker is our Secretary. Our Board of Directors currently consists of two directors: Mr. Walmesley and Mr. Baker.

For certain biographical and other information regarding Mr. Walmesley, see the disclosure under Item 2.01 – Directors and Executive Officers, which is incorporated herein by reference.

Item 5.06 Change in Shell Company Status

Since we were a shell company prior to the closing of the Acquisition, see the disclosure set forth under Items 2.01 and 5.01 which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Filed as Exhibit 99.1 to this Report and incorporated herein by reference are the audited financial statements of LSG for the year ended December 31, 2013.

Filed as Exhibit 99.2 to this Report and incorporated herein by reference are the unaudited interim financial statements of LSG for the periods ended September 30, 2014 and 2013.

(b) Pro Forma Financial Information

Filed as Exhibit 99.3 to this Report and incorporated herein by reference are our unaudited pro forma financial statements for the year ended December 31, 2013 and for the nine months ended September 30, 2014.

See Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

(d) Exhibits

The Option Agreement included as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on October 9, 2014 and incorporated herein by reference, contains representations and warranties by the parties to the agreement that were made solely for the benefit of the parties thereto. These representations and warranties:

may have been qualified by disclosures that were made to the other party in connection with the negotiation of the Option Agreement, which disclosures are not necessarily reflected in such agreement;

may apply standards of materiality that differ from those of a reasonable investor; and

were made only as of specified dates contained in the Option Agreement and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

Exhibit Number	Exhibit Description
3(i).1	Articles of Incorporation filed with the Nevada Secretary of State on December 9, 2004 (1)
3(ii).1	Bylaws (1)
10.1	Mineral Option Agreement with LSG dated October 4, 2014 (2)
10.2	Settlement Agreement with Robert Baker dated December 5, 2014
99.1	Audited Financial Statements of LSG for the years ended December 31, 2013 and 2012
99.2	Unaudited Interim Financial Statements of LSG for the periods ended September 30, 2014 and 2013
99.3	Unaudited Pro Forma Financial Statements year ended December 31, 2013 and for the nine months ended September 30, 2014

(1)	Incorporated by reference from our registration statement on Form SB-2 filed with the SEC on March 4, 2005.

(2)	Incorporated by reference from our current report on Form 8-K filed with the SEC on October 9, 2014.

SIGNATURES

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

Dated: December 15, 2014	INTERNATIONAL GOLD CORP.

	By:	/s/ Mark Walmesley
		Mark Walmesley
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director

EXHIBIT 10.2

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (this “Agreement”) is dated as of the 5th day of December, 2014

BETWEEN:

INTERNATIONAL GOLD CORP., a Nevada corporation with an address at 666 Burrard Street, Suite 600, Vancouver, British Columbia V6E 4M3

(the “Corporation”)

AND:

WOODBURN HOLDINGS LTD., a British Columbia company with an address at 666 Burrard Street, Suite 600, Vancouver, British Columbia V6E 4M3

(“Woodburn”)

AND:

ROBERT M. BAKER, an individual with an address at 885 Pyrford Road, West Vancouver, British Columbia V7S 2A2

(“Baker”, and together with the Corporation and Woodburn, the “Parties”)

WHEREAS:

A.	The Corporation and Woodburn, a company of which Baker is the sole shareholder, are parties to a consulting agreement dated January 1, 2012 (the “Consulting Agreement”);

B.	On October 4, 2014, the Corporation and Lode Star Gold, Inc. (“LSG”) entered into a mineral option agreement pursuant to which LSG agreed to grant the Corporation the sole and exclusive option to acquire up to an 80% interest in LSG’s Goldfield Bonanza Property (the “Option Agreement”);

Pursuant to the Option Agreement and in order for the Corporation to exercise the First Option (as defined in the Option Agreement), the Corporation and LSG have entered into a subscription agreement dated as of the date hereof (the “Subscription Agreement”), the closing of which is conditional upon the immediate termination of the Consulting Agreement and the settlement of any and all Claims (as defined below) between the Corporation, Woodburn and Baker; and

D.	In accordance with the terms of the Subscription Agreement, the Corporation, Woodburn and Baker desire to enter into this Agreement to fully, finally and irrevocably resolve all Claims between them of whatever kind or nature.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	Notwithstanding s. 2.7 thereof, the Consulting Agreement is hereby terminated, effective immediately.

2.	In full, final and irrevocable settlement of all Claims between Woodburn and Baker, on the one hand, and the Corporation on the other hand, Baker hereby accepts the following consideration from the Corporation:

(a)

a $10,000 cash payment on or before 30 days from the exercise by the Corporation of the First Option under the Option Agreement; and

(b)

a cash payment of a minimum of $2,400 per month until such time as Baker has received an aggregate of $34,000 in cash consideration from the Corporation pursuant to this Agreement.

Woodburn and Baker hereby expressly acknowledge and agree that, as of the date of this Agreement, Baker has received a total of $13,750 in cash from the Corporation, which amount the Corporation shall be entitled to deduct from the aggregate consideration payable to Baker hereunder.

Woodburn and Baker hereby expressly acknowledge and agree that, notwithstanding s. 3.2 of the Consulting Agreement, Baker shall be responsible for paying any and all outstanding parking fees and taxes incurred by Woodburn or Baker at the Metropolitan Hotel, Vancouver from the date of the Consulting Agreement to the date of this Agreement, and shall not be entitled to any reimbursement by the Corporation in respect thereof. For clarity, Baker hereby accepts and assumes sole responsibility for paying such fees and taxes and covenants with the Corporation to do so on or before December 31, 2014 and to provide evidence thereof satisfactory to the Corporation promptly upon request.

Woodburn and Baker hereby expressly acknowledge and agree that, upon the execution of this Agreement, neither Woodburn nor Baker will be entitled to receive any compensation from the Corporation or be reimbursed by the Corporation for any expenses incurred by Woodburn pursuant to the Consulting Agreement.

Subject to the performance by the Corporation of all of its obligations contained in this Agreement, Woodburn, Baker and each of their respective affiliated companies, proprietorships, servants, agents, heirs, administrators, executors, successors and assigns (the “Releasing Parties”) hereby release, acquit and forever discharge the Corporation and its subsidiaries, predecessors, successors, parent companies, affiliated companies, servants, agents, officers, directors, successors and assigns (the “Released Parties”) of and from any and all actions, causes of action, claims, demands, debts, obligations, compensation and damages of whatever nature or kind and however arising, whether known or unknown (the “Claims”), which the Releasing Parties, or any of them, now has or at any time hereafter can, shall or may have to the present date for or by reason of or arising out of any cause, act, deed, contract, matter, thing or omission whatsoever and without limiting the generality of the foregoing, any other matter arising between them.

6.	For the consideration expressed herein, the Releasing Parties agree not to solicit, encourage, fund or assist any third party to make and claim or take any action or proceedings against the Released Parties related to the matters herein.

The Releasing Parties agree not to make any claim or take or continue any proceedings against any other person or corporation who might claim contribution or indemnity from any Released Party, either in the Province of British Columbia or elsewhere. If any such claim or proceeding against any such person or corporation has already been commenced, or is commenced at a subsequent date contrary to the provisions of this Agreement, and if such claim or proceeding results in a claim or proceeding against a Released Party, then the party commencing the proceeding will indemnify and save harmless the Released Party from all resulting liabilities, claims, losses, expenses, damages and costs (including solicitor’s fees and disbursements) of every nature and kind whatsoever and shall further consent to a dismissal of same.

8.	Each Party agrees to perform and instruct its agents to perform such further acts, to execute such further documents and to do such further and other things as may appropriate, necessary or desirable to carry out the full intent and meaning of this Agreement.

9.	This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and the contents of this Agreement constitute a binding contract and nothing herein contained is a mere recital.

10.	The Parties acknowledge and agree that they have received independent legal advice concerning the terms and effect of this Agreement and fully understand its terms and effect.

11.	This Agreement is binding upon and shall inure to the benefit of the Parties and their respective predecessors in interest, officers, directors, employees, administrators, servants, successors, heirs and assigns.

12.	In the event that any provision of this Agreement is held to be void, voidable or unenforceable, the remaining provisions hereof shall remain in full force and effect.

13.	Each person executing this Agreement on behalf of each Party warrants that he is authorized to execute this Agreement on behalf of each respective Party and that the execution of this Agreement is the lawful act of each of those entities and therefore binds each of those entities.

14.	This Agreement may only be amended, assigned or transferred with the express written consent of each of the Parties.

15.	All references to currency in this Agreement are to Canadian dollars.

16.	This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.	This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

18.	Time shall be of the essence of this Agreement.

IN WITNESS WHEREOF the Parties have duly executed this Agreement on the day and year first written above.

INTERNATIONAL GOLD CORP.

Per: /s/ Mark Walmesley
Authorized Signatory


WOODBURN HOLDINGS LTD.

Per: /s/ Robert M. Baker
Authorized Signatory


/s/ Robert M. Baker
ROBERT M. BAKER

EXHIBIT 99.1

LODE STAR GOLD INC.


FINANCIAL STATEMENTS

At December 31, 2013 and 2012 and for the Years Ended December 31, 2013 and 2012 (Stated in U.S. Dollars)

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholder of

Lode Star Gold Inc.

We have audited the accompanying balance sheets of Lode Star Gold Inc. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ deficiency and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has negative operating cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfill its business activities. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada		“Morgan & Company LLP”

November 5, 2014		Chartered Accountants



	PO Box 10007, 1488 – 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1A1 Tel: (604) 687 – 5841 Fax: (604) 687 – 0075 Email: info@morgancollp.com

F-2

LODE STAR GOLD INC.
BALANCE SHEETS
AT DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)


	2013			2012

ASSETS

Current assets
Cash	$	19,595		$	110,134

Mineral property		360,439			360,439

Property and equipment, net		18,854			18,842

Total assets	$	398,888		$	489,415

LIABILITIES

Current liabilities
Accounts payable and accrued liabilities	$	654		$	4,700
Due to related parties		4,754,865			4,789,377

Total liabilities		4,755,519			4,794,077

STOCKHOLDER’S DEFICIENCY
Authorized: 250,000 voting common shares with a par value of $0.10 per share
Issued: 2,000 common shares at December 31, 2013 and 2012		200			200

Additional paid-in capital		49,800			49,800
Accumulated deficit		(4,406,631	)		(4,354,662	)

Total Stockholders' Deficiency		(4,356,631	)		(4,304,662	)

Total liabilities and stockholders' deficiency	$	398,888		$	489,415

Contractual Obligations, Commitments And Subsequent Events (Note 8)

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

F-3

LODE STAR GOLD INC.
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)

	For the Years Ended December 31
	For the Years Ended December 31
	2013			2012

Revenue	$	-		$	-

Expenses

Depreciation and amortization		4,968			3,833
Exploration and development		107,819			102,966
General and administrative		19,102			17,332
Professional fees		900			1,200

Loss from operations		(132,789	)		(125,331	)

Other income		80,820			184,235

Net (loss) income for the year	$	(51,969	)	$	58,904

Basic and diluted (loss) earnings per common share	$	(25.98	)	$	29.45

Weighted average common shares outstanding		2,000			2,000

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

F-4

LODE STAR GOLD INC.

STATEMENTS OF STOCKHOLDER’S DEFICIENCY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

	Common Stock
	Number of Shares		Share Capital		Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Deficiency

Balance at December 31, 2011		2,000	$	200	$	49,800	$	(4,413,566	)	$	(4,363,566	)

Net income for the year		-		-		-		58,904			58,904

Balance at December 31, 2012		2,000		200		49,800		(4,354,662	)		(4,304,662	)

Net loss for the year		-		-		-		(51,969	)		(51,969	)

Balance at December 31, 2013		2,000	$	200	$	49,800	$	(4,406,631	)	$	(4,356,631	)

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

F-5

LODE STAR GOLD INC. STATEMENTS OF CASH FLOWS (Stated in U.S. Dollars)

	For the Years Ended December 31
	2013			2012

Cash flows provided by (used in) operating activities
Net (loss) income for the year	$	(51,969	)	$	58,904
Adjustments to reconcile net loss/income to net cash used in operating activities:
Depreciation		4,968			3,833

Changes in operating assets and liabilities
Decrease in accounts receivable		-			13,984
(Decrease) in accounts payable and accrued liabilities		(4,046	)		(364	)
Decrease in amounts due to related parties		(34,512	)		(100,000	)

		(85,559	)		(23,643	)

Cash flows used in investing activity
Purchase of equipment		(4,980	)		-

Decrease in cash during the year		(90,539	)		(23,643	)

Cash, beginning of year		110,134			133,777

Cash, end of year	$	19,595		$	110,134

Supplemental disclosures
Cash paid during the period for:
Taxes	$	-		$	-
Interest	$	-		$	-

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

F-6

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization and Nature of Operations

Lode Star Gold Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A. on March 13, 1998 and is privately held. The Company’s principal executive offices are located in Vancouver, British Columbia, Canada. The Company was originally formed for the purpose of acquiring exploration stage mineral properties. The Company is the registered and beneficial owner of a group of 31 patented lode claims and one unpatented millsite claim in Esmeralda County, in west-central Nevada. The Company has not commenced commercial operations and is considered a development stage company as defined by Securities and Exchange Commission Industry Guide 7 with reference to Financial Accounting Standards Board issued Accounting Standards Codification topic 915 Development Stage Entities. The Company has conducted contract exploration work on its mineral property but has not presently determined whether the property contains mineral reserves that are economically recoverable.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $4,406,631 for the period from March 13, 1998 (inception) to December 31, 2013, and has had no revenue from operations. There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. These financial statements do not include any adjustments that might result from this uncertainty.

Management continues to seek funding from its shareholder and other qualified investors to pursue its exploration program. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution of the equity ownership of the Company’s shares. There is no assurance that the Company will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment. Further, the Company may continue to be unprofitable. The Company needs to raise additional funds in the immediate future in order to proceed with its exploration program.

Basis of Presentation

These financial statements are reported in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements requires management to make estimates.

These financial statements have, in management’s opinion, been properly prepared within

reasonable limits of materiality and within the GAAP framework and all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The financial statements were approved by the directors for release to its stockholder on November 5, 2014.

F-7

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash consists of cash on deposit with high quality, major financial institutions. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents. As of December 31, 2013 and 2012, the Company had no cash equivalents.

Fair Value Measurements

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Accounts payable and accrued liabilities, and due to related parties are measured using Level 2 inputs as there are no quoted prices in active markets for identical instruments. The carrying values of cash, accounts payable and accrued liabilities, and amounts due to related parties approximate their fair values due to the immediate or short term maturity of these financial instruments.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from the estimates.

F-8

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Net Earnings/Loss per Common Share

Basic and diluted net earnings/loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the period. In periods with net income, the diluted per share amounts include the dilutive effect of any common stock equivalents, such as outstanding warrants or stock options. In periods with net losses, basic and diluted loss per share are the same, as including the effect of common stock equivalents would be anti-dilutive. The Company has no stock option plan, warrants or other dilutive securities.

Other Comprehensive Income/Loss

ASC Topic 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income or loss and its components in the financial statements. As at December 31, 2013 and 2012, the Company had no items that represent comprehensive income or loss and therefore has not included a statement of comprehensive income or loss in these financial statements.

Mineral Property

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition costs and mineral exploration rights are initially capitalized when incurred. Mineral property exploration costs are expensed as incurred. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, development costs will be amortized using the units-of-production method over the established life of the reserve.

As of the date of these financial statements, the Company has yet to establish proven or probable reserves on any of its mineral properties.

Realization of the Company’s investment in and expenditures on mineral properties is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of permits and the potential for problems arising from government conveyance accuracy, prior unregistered agreements or transfers, confirmation of physical boundaries, and title may be affected by undetected defects. The Company does not carry title insurance. The Company has evaluated title to all of its mineral properties and believes, to the best of its knowledge, that evidence of title is adequate and acceptable given the current stage of exploration.

Property and Equipment

Buildings are recorded at cost and depreciated using the straight line method over their estimated useful lives, in this case 39 years. Software is depreciated 50% in the year of acquisition, with the balance of its cost depreciated on a straight line basis over its estimated useful life of 3 years. All other machinery and equipment is recorded at cost and depreciated using the double-declining balance method over the assets’ estimated useful life of 7 years, with security cameras and air conditioning equipment also subject to additional depreciation of 50% in the year of acquisition.

F-9

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. An impairment loss is recognized when the carrying amount exceeds its estimated recoverable value. To date, the Company has not recorded any impairment losses.

Asset Retirement Obligations

The Company records the fair value of estimated asset retirement obligations (“AROs”) associated with tangible long-lived assets once there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operations. In addition, asset retirement costs (“ARCs”) would be capitalized as part of the related asset’s carrying value and are depreciated (primarily on a unit-of-production basis) over the asset’s respective useful life. Reclamation costs for future remeditation will be recognized as an ARO and a related ARC in the period when an ARO arises. Changes in regulations or laws, any instances of non-compliance with laws or regulations that result in fines, or any unforeseen environmental contamination could result in a material impact to the amounts charged to earnings for reclamation and remediation. Significant judgments and estimates are made when estimating the fair value of AROs. Expected cash flows relating to AROs could occur over long periods of time and the assessment of the extent of environmental remediation work is highly subjective. Considering all of these factors that go into the determination of an ARO, the fair value of the AROs can materially change over time. To date, the Company has recorded no AROs or ARCs.

Income Taxes

The Company has elected to be treated as an “S Corporation” for U.S. federal and state tax purposes effective March 13, 1998. As such, the Company pays no federal income tax and as a Nevada corporation, is not subject to state income tax. The Company’s taxable income or loss is passed through to the shareholder where it is reported and taxed on the shareholder’s individual federal and state income tax returns. There are no differences between the Company’s financial and tax reporting and therefore it has no deferred income taxes.

Stock Based Compensation

To the issue date of these financial statements, the Company has had no stock based payment transactions.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are applicable to it and are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-10

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 3 – PROPERTY AND EQUIPMENT

	2013							2012
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value

Buildings	$	33,149	$	(17,143	)	$	16,006	$	33,149	$	(15,590	)	$	17,559
Equipment		104,634		(104,207	)		427		104,634		(103,351	)		1,283
Computer software		9,835		(7,414	)		2,421		4,855		(4,855	)		-
	$	147,618	$	(128,764	)	$	18,854	$	142,638	$	(123,796	)	$	18,842

NOTE 4 – MINERAL PROPERTY

The Company’s mineral property consists of the $360,439 acquisition cost of a group of 31 patented claims owned 100% by the Company, and 1 unpatented millsite claim, located adjacent to the town of Goldfield, in Esmeralda County, in west-central Nevada (“the Property”).

From 1998 to 2010, the Company conducted drilling and other exploration work on the Property. The Company acquired title to all the claims in September, 2009. From March, 2011 to September, 2013, an exploration program was conducted under the terms of a mineral option / joint venture agreement (since terminated) with a former Canadian public company. Since September, 2013, the Company has been the sole operator of exploration work on the Property.

Under the terms of an agreement executed August 17, 2009, the Property is subject to a mineral production royalty based on net smelter returns from the production of minerals from the Property, with the Company having a credit for payments in the amount of $500,000. Any mineral production royalty payment obligations will be reduced firstly by the advance royalty payment credit, to be retired at the rate of 6% of net smelter returns. Once the entire credit has been retired, a mineral production royalty of 1% of net smelter returns will then be payable by the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.

Related Party Amounts Due

At December 31, 2013, the Company had received loans from its sole shareholder totaling $4,754,865 (2012: $4,789,377). The loans are non-interest bearing and have no specific terms of repayment.

The Company has paid no director or officer compensation to date.

NOTE 6 – CAPITAL STOCK

The Company is authorized to issue 250,000 common shares with a par value of $0.10 per share. During the years ended December 31, 2013 and 2012, the Company had no stock transactions.

The Company has no stock option plan, warrants or other dilutive securities.

F-11

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company accounts for the fair value measurement and disclosure of financial instruments in accordance with FASB ASC topic 820, which requires a company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for reporting periods. Such disclosures include the fair value of all financial instruments, for which it is practicable to estimate that value, whether recognized or not recognized in the financial statements; the related carrying amount of these financial instruments; and the method(s) and significant assumptions used to estimate the fair value.

The carrying amounts and estimated fair values of the Company’s financial instruments were as follows:

		2013				2012
	Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value

Cash	Level 1	$	19,595	$	19,595	$	110,134	$	110,134
Accounts payable and accrued liabilities	Level 2	$	654	$	654	$	4,700	$	4,700
Due to related parties	Level 2	$	4,754,865	$	4,754,865	$	4,789,377	$	4,789,377

The Company's cash are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of these balances approximates the carrying amounts due to the immediate nature of cash. The Company has no cash equivalent instruments.

The fair value of accounts payable and accrued liabilities as well as amounts due to related parties approximate the carrying amounts due to their short-term nature.

NOTE 8 – CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS

a)	On August 6, 2014, the Company renewed an agreement to lease 2,500 square feet of office premises for a further term of one year, from August 1, 2014 to July 31, 2015 at a rate of $1,550 per month.

On August 29, 2014, the Company entered into a Letter of Intent (“the LOI”) with International Gold Corp. (“ITGC”), a Nevada registered public company, regarding a proposed reverse takeover of ITGC by the Company. Pursuant to the LOI, ITGC has agreed to issue shares of its common stock and make certain payments to the Company in consideration for an interest in the Company’s mineral property. The two companies have agreed to use their best efforts to negotiate and execute a definitive agreement setting out the full terms of the transaction within 30 days. The definitive agreement will be subject to a number of closing conditions including satisfactory completion of due diligence and the receipt of all necessary governmental and regulatory approvals.

On October 4, 2014, the Company and ITGC entered into a definitive mineral option agreement (the "Definitive Agreement") for ITGC to acquire an interest in the Company’s Nevada Goldfield Bonanza property (the "Property"). Certain conditions to closing the proposed takeover remain outstanding, including the execution and delivery of settlement agreements between ITGC and certain of its creditors.

Pursuant to the Definitive Agreement, ITGC is required to issue to the Company 35,000,000 shares of common stock at a deemed price of $0.02 per share for a total value of $700,000 in order to earn a 20% undivided interest in the Property. In order to earn an additional 60% interest in the Property (for a total of 80%), ITGC is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash in the form of a net smelter returns (“NSR”) royalty.

F-12

LODE STAR GOLD INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(Stated in U.S. Dollars)

NOTE 8 – CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS (Continued)

Until such time as ITGC has earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to ITGC since the Property is subject to a pre-existing 1% NSR royalty in favor of a third party.

Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date these financial statements were issued.

F-13

EXHIBIT 99.2

LODE STAR GOLD INC.

INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)

(Stated in U.S. Dollars)

LODE STAR GOLD INC.

INTERIM BALANCE SHEETS

(Stated in U.S. Dollars)


	SEPTEMBER 30			DECEMBER 31
	2014			2013
	(Unaudited)
ASSETS

Current
Cash	$	25,713		$	19,595
Loans receivable		35,000			-
		60,713			19,595

Mineral property		360,439			360,439

Property and equipment, net		16,959			18,854

Total assets	$	438,111		$	398,888

LIABILITIES

Current
Accounts payable and accrued liabilities	$	-		$	654
Due to related parties		4,879,865			4,754,865

Total liabilities		4,879,865			4,755,519

STOCKHOLDER’S DEFICIENCY

Capital Stock
Authorized:
250,000 voting common shares with a par value of $0.10 per share
Issued:
2,000 common shares at September 30, 2014 and December 31, 2013		200			200

Additional Paid-In Capital		49,800			49,800
Accumulated Deficit		(4,491,754	)		(4,406,631	)

Total Stockholder’s Deficiency		(4,441,754	)		(4,356,631	)

Total liabilities and stockholder’s deficiency	$	438,111		$	398,888

Contractual Obligations, Commitments And Subsequent Events (Note 6)

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

LODE STAR GOLD INC.

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)


	THREE MONTHS ENDED						NINE MONTHS ENDED
	SEPTEMBER 30						SEPTEMBER 30
	2014			2013			2014			2013

Revenue	$	-		$	-		$	-		$	-

Expenses
Depreciation and amortization		632			620			1,895			1,859
Exploration and development		21,712			21,830			65,740			64,035
General and administrative		3,759			1,318			24,697			10,540
Professional fees		900			900			900			900
		27,003			24,668			93,232			77,334

Loss from operations		(27,003	)		(24,668	)		(93,232	)		(77,334	)

Other income		-			-			8,109			80,820

Net (Loss) Income For The Period	$	(27,003	)	$	(24,668	)	$	(85,123	)	$	3,486

Basic And Diluted (Loss) Earnings Per Common Share	$	(13.50	)	$	(12.33	)	$	(42.56	)	$	1.74

Weighted Average Common Shares Outstanding		2,000			2,000			2,000			2,000

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

LODE STAR GOLD INC.

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)


	NINE MONTHS ENDED
	SEPTEMBER 30
	2014			2013

Cash Provided By (Used In) Operating Activities
Net (loss) income for the period	$	(85,123	)	$	3,486
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		1,895			1,859

		(83,228	)		5,345
Changes in operating assets and liabilities:
(Decrease) increase in accounts payable and accrued liabilities		(654	)		179
Increase (decrease) in amounts due to related parties		125,000			(96,500	)
(Increase) in loans receivable		(35,000	)		-

Net Increase (Decrease) In Cash		6,118			(90,976	)

Cash, Beginning Of Period		19,595			110,134

Cash, End Of Period	$	25,713		$	19,158

Supplemental Disclosure Of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

LODE STAR GOLD INC.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization and Nature of Operations

Lode Star Gold Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A. on March 13, 1998 and is privately held. The Company’s principal executive offices are located in Vancouver, British Columbia, Canada. The Company was formed for the purpose of acquiring exploration stage mineral properties. The Company is the registered and beneficial owner of a group of 31 patented lode claims and one unpatented millsite claim in Esmeralda County, in west-central Nevada. The Company has not commenced significant operations and is considered an exploration stage company as defined by Securities and Exchange Commission Industry Guide 7 with reference to Financial Accounting Standards Board issued Accounting Standards Codification topic 915 Development Stage Entities. The Company has conducted contract exploration work on its mineral property but has not presently determined whether the property contains mineral reserves that are economically recoverable.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $4,491,754 for the period from March 13, 1998 (inception) to September 30, 2014, and has had no revenue from operations. There is no assurance that management’s plans to seek additional capital through equity financing will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. These financial statements do not include any adjustments that might result from this uncertainty.

Basis of Presentation

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These second quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2013. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2013, may be omitted. The results of operations for the nine month period ended September 30, 2014 are not necessarily indicative of results for the entire year ending December 31, 2014.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and all dollar amounts are in U.S. dollars.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a) Cash and Cash Equivalents

Cash consists of cash on deposit with high quality major financial institutions. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents. As of September 30, 2014 and December 31, 2013, the Company had no cash equivalents.

LODE STAR GOLD INC.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	b) Fair Value of Financial Instruments

	ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include:

Level 1 – defined as observable inputs such as quoted prices in active markets;

Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash, loans receivable, accounts payable and accrued liabilities, and amounts due to related parties. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The carrying values of cash (Level 1), loans receivable (Level 2), accounts payable and accrued liabilities (Level 2), and amounts due to related parties (Level 2) approximate their fair values due to the immediate or short term maturity of these financial instruments.

	c) Use of Estimates and Assumptions

	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from the estimates.

	d) Basic and Diluted Earnings (Loss) Per Share

	The Company reports basic earnings or loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic earnings or loss per share is calculated based on the weighted average number of common stock outstanding during the period. In periods with net income, the diluted per share amounts include the dilutive effect of common stock equivalents such as outstanding warrants or stock options. In periods with net losses, basic and diluted loss per share are the same, as including the effect of common stock equivalents would be anti-dilutive. The Company has no stock option plan, warrants or other dilutive securities.

	e) Mineral Property

	Mineral property acquisition costs are capitalized. Exploration costs are expensed as incurred. When it is determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop that property are capitalized. Such costs would then be amortized using the units-of-production method over the estimated life of the reserve.

	f) Property and Equipment

	Buildings are recorded at cost and depreciated using the straight line method over their estimated useful lives of 39 years. Software is depreciated 50% in the year of acquisition, with the balance of its cost depreciated on a straight line basis over its estimated useful life of 3 years. All other machinery and equipment is recorded at cost and depreciated using the double-declining balance method over the assets’ estimated useful life of 7 years, with security cameras and air conditioning equipment also subject to additional depreciation of 50% in the year of acquisition.

LODE STAR GOLD INC.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	g) Reclamation Liabilities and Asset Retirement Obligations

	Minimum standards for site reclamation and closure have been established by various government agencies that affect the Company’s operations. The Company calculates estimates of reclamation liabilities based on current laws and regulations. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires the recording of a liability for the present value of estimated environmental remediation costs and the related asset when a recoverable asset (long-lived asset) can be realized. To date, no asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.

	h) Income Taxes

	The Company has elected to be treated as an “S Corporation” for U.S. federal and state tax purposes effective March 13, 1998. As such, the Company pays no federal income tax and as a Nevada corporation, is not subject to state income tax. The Company’s taxable income or loss is passed through to the shareholder where it is reported and taxed on the shareholder’s individual federal and state income tax returns. There are no differences between the Company’s financial and tax reporting and therefore it has no deferred income taxes.

	i) Comprehensive Income (Loss)

	US GAAP established standards for reporting of comprehensive income or loss and its components in financial statements. As of September 30, 2014 and December 31, 2013, the Company had no items that represent comprehensive income or loss.

	j) Recent Accounting Pronouncements

	The Company has implemented all new accounting pronouncements that are applicable to it and are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	CAPITAL STOCK

The Company is authorized to issue 250,000 common shares with a par value of $0.10 per share. During the nine months ended September 30, 2014 and the year ended December 31, 2013, the Company had no stock transactions. The Company has no stock option plan, warrants or other dilutive securities.

4.	RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

	Related Party Amounts Due

	At September 30, 2014, the Company had received loans from its sole shareholder totaling $4,879,865 (December 31, 2013: $4,754,865). The loans are non-interest bearing and have no specific terms of repayment.

5.	MINERAL PROPERTY

LODE STAR GOLD INC.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)

(Stated in U.S. Dollars)

5.	MINERAL PROPERTY (Continued)

From 1998 to 2010, the Company conducted drilling and other exploration work on the Property. From March, 2011 to September, 2013, an exploration program was conducted under the terms of a mineral option / joint venture agreement (since terminated) with a former Canadian public company. Since September, 2013, the Company has been the sole operator of exploration work on the Property.

Under the terms of an agreement executed August 17, 2009, the Property is subject to a 1% mineral production royalty based on net smelter returns from the production of minerals from the Property, with the Company having a credit for payments in the amount of $500,000. Any mineral production royalty payment obligations will be reduced firstly by the advance royalty payment credit, to be retired at the rate of 6% of net smelter returns. Once the entire credit has been retired, a mineral production royalty of 1% of net smelter returns will then be payable by the Company.

6.	CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS

On August 6, 2014, the Company renewed an agreement to lease 2,500 square feet of office premises for a further term of one year, from August 1, 2014 to July 31, 2015 at a rate of $1,550 per month.

On August 29, 2014, the Company entered into a Letter of Intent (“the LOI”) with International Gold Corp. (“ITGC”), a Nevada registered public company, regarding a proposed reverse takeover of ITGC by the Company. Pursuant to the LOI, ITGC has agreed to issue shares of its common stock and make certain payments to the Company in consideration for an interest in the Company’s mineral property. The two companies agreed to use their best efforts to negotiate and execute a definitive agreement setting out the full terms of the transaction within 30 days. The definitive agreement was to be subject to a number of closing conditions including satisfactory completion of due diligence and the receipt of all necessary governmental and regulatory approvals.

On October 4, 2014, the Company and ITGC entered into a definitive mineral option agreement (the "Definitive Agreement") for ITGC to acquire an interest in the Company’s Nevada Goldfield Bonanza property (the "Property"). Pursuant to the Definitive Agreement, ITGC is required to issue to the Company 35,000,000 shares of common stock in order to earn a 20% undivided interest in the Property. In order to earn an additional 60% interest in the Property (for a total of 80%), ITGC is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s mineral production proceeds in the form of a net smelter returns (“NSR”) royalty. Until such time as ITGC has earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to ITGC.

If ITGC fails to make any cash payments to the Company within one year of signing the definitive agreement, ITGC has agreed to pay the Company an additional $100,000, and in any subsequent years in which ITGC fails to complete the payment of the entire $5 million described above, it must make quarterly cash payments to the Company of $25,000 until such time as it has earned the 60% interest in the Property.

After completion of the Transaction, an aggregate of 46,509,000 ITGC shares would be outstanding. The expected ownership of the shares will be: the Company – 75.25%; ITGC shareholders – 24.75%.

In September, 2014, the Company loaned ITGC an aggregate of $35,000. The loan is currently non-interest bearing, with no specific terms of repayment.

EXHIBIT 99.3

INTERNATIONAL GOLD CORP.

Pro Forma Combined Financial Statements

At September 30, 2014 and

For the Nine Months Ended September 30, 2014 and

the Year Ended December 31, 2013

(Unaudited)

(Stated in U.S. Dollars)

INTERNATIONAL GOLD CORP.

PRO FORMA COMBINED INTERIM BALANCE SHEET

AS OF SEPTEMBER 30, 2014

(Unaudited)

	INTERNATIONAL GOLD CORP.			LODE STAR GOLD INC.			PRO FORMA ADJUSTMENTS			Note 4	PRO FORMA INTERNATIONAL GOLD CORP.

Assets

Current Assets
Cash	$	16,192		$	25,713		$	-			$	41,905
Prepaid fees and advances		8,300			-							8,300
Loans receivable		-			35,000			(35,000	)	c		-
		24,492			60,713			(35,000	)			50,205
Non-current Assets
Mineral property		-			360,439			-				360,439
Property and equipment, net		-			16,959			-				16,959

Total Assets	$	24,492		$	438,111		$	(35,000	)		$	427,603

Liabilities

Current Liabilities
Accounts payable and accrued liabilities	$	108,066		$	-		$	-			$	108,066
Loans payable		202,530			-			(35,000	)	c		167,530
Due to related parties		-			4,879,865			-				4,879,865
Total Liabilities		310,596			4,879,865			(35,000	)			5,155,461

Stockholders’ Deficiency

Capital Stock
Shares issued and outstanding		115			200			150		a, b		465
Additional Paid-In Capital		692,385			49,800			(462,470	)	a, b		279,715
Accumulated Deficit		(978,604	)		(4,491,754	)		462,320		a, b		(5,008,038	)
Total Stockholders’ Deficiency		(286,104	)		(4,441,754	)		-				(4,727,858	)

Total Liabilities and Stockholders’ Deficiency	$	24,492		$	438,111		$	(35,000	)		$	427,603

INTERNATIONAL GOLD CORP.

PRO FORMA COMBINED INTERIM STATEMENT OF OPERATIONS

(Unaudited)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014
	INTERNATIONAL GOLD CORP.			LODE STAR GOLD INC.			PRO FORMA ADJUSTMENTS		Note 4	PRO FORMA INTERNATIONAL GOLD CORP.

Revenue	$	-		$	-		$	-		$	-

Expenses
Consulting services		61,590			-			-			61,590
Depreciation and amortization		-			1,895			-			1,895
Exploration and development		-			65,740			-			65,740
General and administrative		-			24,697			-			24,697
Interest, bank and finance charges		7,970			-			-			7,970
Office, foreign exchange and sundry		(2,723	)		-			-			(2,723	)
Professional fees		38,800			900			-			39,700
Transfer and filing fees		10,280			-			-			10,280
		115,917			93,232			-			209,149

Loss from Operations		(115,917	)		(93,232	)		-			(209,149	)

Other Income		19,599			8,109			-			27,708

Net Loss For The Period	$	(96,318	)	$	(85,123	)	$	-		$	(181,441	)

Loss Per Share	$	(0.01	)	$	(42.56	)	$	-		$	(0.00	)

Weighted Average Shares Outstanding		11,509,000			2,000			34,998,000	b		46,509,000

INTERNATIONAL GOLD CORP.

PRO FORMA COMBINED STATEMENT OF OPERATIONS

(Unaudited)

	FOR THE YEAR ENDED DECEMBER 31, 2013
	INTERNATIONAL GOLD CORP.			LODE STAR GOLD INC.			PRO FORMA ADJUSTMENTS		Note 4	PRO FORMA INTERNATIONAL GOLD CORP.

Revenue	$	-		$	-		$	-		$	-

Expenses
Consulting services		110,581			-			-			110,581
Corporate support services		12,420			-			-			12,420
Depreciation and amortization		-			4,968			-			4,968
Exploration and development		-			107,819			-			107,819
General and administrative		-			19,102			-			19,102
Interest, bank and finance charges		(858	)		-			-			(858	)
Office, foreign exchange and sundry		3,737			-			-			3,737
Professional fees		38,075			900			-			38,975
Transfer and filing fees		13,304			-			-			13,304
		177,259			132,789			-			310,048

Loss from Operations		(177,259	)		(132,789	)		-			(310,048	)

Other Income		-			80,820			-			80,820

Net Loss For The Year	$	(177,259	)	$	(51,969	)	$	-		$	(229,228	)

Loss Per Share	$	(0.02	)	$	(25.98	)	$	-		$	(0.01	)

Weighted Average Shares Outstanding		10,281,411			2,000			34,998,000	b		45,281,411

INTERNATIONAL GOLD CORP.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2014 AND

THE YEAR ENDED DECEMBER 31, 2013

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION

The accompanying unaudited pro forma combined balance sheet of International Gold Corp. (the “Company”) as at September 30, 2014 and the unaudited pro forma combined statement of operations for the nine month period ended September 30, 2014 and the year ended December 31, 2013 (collectively, the “pro forma combined financial statements”) have been prepared to reflect the acquisition (the “Transaction”) by the Company of an option to acquire an initial 20% and eventual 80% interest in the mineral property of Lode Star Gold Inc. (“LSG”).

On a pro forma basis, the Transaction would result in a reverse acquisition whereby LSG acquires a majority of the issued and outstanding shares of the Company, resulting in LSG acquiring control of the Company. LSG would be considered the acquirer for accounting purposes.

The pro forma combined financial statements as at September 30, 2014 for the nine month period ended September 30, 2014 and for the year ended December 31, 2013 have been prepared from:

The unaudited balance sheets of the Company and of LSG as at September 30, 2014;

The unaudited statements of operations of the Company and of LSG for the nine months ended September 30, 2014 and the audited statements of operations of the Company and of LSG for the year ended December 31, 2013;

The unaudited pro forma combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Transaction. The unaudited pro forma combined financial statements do not include any future integration costs. The unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the Company and LSG been a combined entity during the specified periods. The unaudited pro forma combined financial statements, including the notes thereto, should be read in conjunction with the historical financial statements of the Company and of LSG as of September 30, 2014, for the nine months ended September 30, 2014 and for the year ended December 31, 2013.

2.	SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparation of these unaudited pro forma combined interim financial statements are in accordance with generally accepted accounting principles in the United States as set out in the Company’s audited financial statements for the year ended December 31, 2013 and in the Company’s interim financial report for the nine month period ended September 30, 2014. In preparing the unaudited pro forma combined interim financial statements for the nine month period ended September 30, 2014, a review was undertaken to identify any differences between the accounting policies used by LSG with those used by the Company to determine where the impact could be potentially material and reasonably estimated. The significant accounting policies of LSG are believed to conform in all material respects to those of the Company.

INTERNATIONAL GOLD CORP.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2014 AND

THE YEAR ENDED DECEMBER 31, 2013

(Unaudited)

(Stated in U.S. Dollars)

3.	THE TRANSACTION

On October 4, 2014, the Company and LSG entered into a definitive mineral option agreement (the "Definitive Agreement") for the Company to acquire an interest in LSG’s Nevada Goldfield Bonanza property (the "Property"). Pursuant to the Definitive Agreement, the Company was required to issue to LSG 35,000,000 shares of common stock in order to earn a 20% undivided interest in the Property. In order to earn an additional 60% interest in the Property (for a total of 80%), the Company is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s mineral production proceeds in the form of a net smelter returns (“NSR”) royalty.

Until such time as the Company has earned the additional 60% interest, the NSR royalty will be split as to 79.2% to LSG and 19.8% to the Company since the Property is subject to a pre-existing 1% NSR royalty in favor of a third party.

If the Company fails to make any cash payments to LSG within one year of signing the definitive agreement, the Company has agreed to pay LSG an additional $100,000, and in any subsequent years in which the Company fails to complete the payment of the entire $5 million described above, it must make quarterly cash payments to LSG of $25,000 until such time as it has earned the 60% interest in the Property.

After completion of the Transaction, an aggregate of 46,509,000 Company shares would be outstanding. The expected ownership of the shares will be: LSG – 75.25%; Company shareholders – 24.75%.

4.	PRO FORMA ADJUSTMENTS

The following pro forma adjustments are included in the Company’s unaudited pro forma combined financial statements to reflect the pro forma effects of the Transaction as described in the previous notes:

The acquisition of LSG by the Company constitutes a reverse asset acquisition as the Company does not meet the definition of a business. Accordingly, as a result of the Transaction, the pro forma combined interim balance sheet has been adjusted for the recapitalization of the Company’s capital stock in the amount of $692,500.

As a result of this reverse asset acquisition, a net adjustment of $462,320 has been recorded. This reflects the difference between recapitalization of the Company’s capital stock in the amount of $692,500 and the fair value of the 35,000,000 shares issued to LSG in the amount of $230,180.

As LSG is considered the acquirer for accounting purposes, the fair value of the 35,000,000 shares issued to LSG is based on the pro forma value of the 11,509,000 shares retained by the Company’s shareholders at the date of issuance. On December 11, 2014, when the 35,000,000 shares were issued, the market price of the Company’s stock was $0.02 per share. The pro forma value of the 35,000,000 shares issued to LSG is therefore $230,180 based on 11,509,000 shares valued at $0.02 per share.

INTERNATIONAL GOLD CORP.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2014 AND

THE YEAR ENDED DECEMBER 31, 2013

(Unaudited)

(Stated in U.S. Dollars)

4.	PRO FORMA ADJUSTMENTS (Continued)

In accordance with reverse acquisition accounting:

The assets and liabilities of LSG were included in the pro forma combined interim balance sheet at their carrying values;

ii)

The net liabilities of the Company were included at their fair value of $251,104 (equal to the carrying value);

iii)

The net liabilities are as follows:

Cash	$	16,192
Prepaid fees and advances		8,300
Accounts payable and accrued liabilities		(108,066	)
Loans payable (net of $35,000 intercompany loan from LSG)		(167,530	)

Fair value of net liabilities acquired	$	(251,104	)

An intercompany loan of $35,000 to the Company from LSG has been eliminated.

5.	PRO FORMA SHARE CAPITAL

Authorized

100,000,000 voting common shares with a par value of $0.00001 per share

The share capital of the combined entity will be as follows:

	NUMBER OF SHARES		PAR VALUE			ADDITIONAL PAID-IN CAPITAL

Share capital of the Company		11,509,000	$	115		$	692,385
Share capital of LSG		-		200			49,800
Recapitalize equity of the Company		-		(115	)		(692,385	)
Company shares issued to LSG		35,000,000		265			229,915

		46,509,000	$	465		$	279,715

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