Big Bear Mining Corp. - FORM 10-K

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Big Bear Mining Corp.	Financial_Report.xls
EX-31.1 - Big Bear Mining Corp.	ex31-1.htm
EX-32.1 - Big Bear Mining Corp.	ex32-1.htm
EX-32.2 - Big Bear Mining Corp.	ex32-2.htm
EX-31.2 - Big Bear Mining Corp.	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 001-32904

BIG BEAR MINING CORP.

(Exact name of registrant as specified in its charter)

Nevada		20-4350486
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

60 E. Rio Salado Parkway, Suite 900, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

480.253.0323

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value of $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
Yes ¨No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
					Yes ¨ No x

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2011 was $6,894,400 based on a $0.078 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
120,463,632 as of April 26, 2012

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	37
Item 4.	Mining Safety Disclosures	37
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
Item 6.	Selected Financial Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
Item 10.	Directors, Executive Officers and Corporate Governance	58
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
Item 13.	Certain Relationships and Related Transactions, and Director Independence	66
Item 14.	Principal Accounting Fees and Services	67
Item 15.	Exhibits, Financial Statement Schedules	67

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements 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, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s 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.

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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" mean Big Bear Mining Corp., a Nevada corporation, unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada on April 14, 2005. At inception, we were an exploration stage company engaged in the acquisition, exploration and development of mineral properties. In December 2005, Mr. Aaron Hall, our former President, acquired a mineral claim known as the Holy Cross Property which comprised 500 hectares located 145 kilometers west of Prince George, British Columbia, Canada. Mr. Hall as a licensed free miner staked the claims on our behalf. On February 20, 2006, we reimbursed Mr. Hall $1,000 for the Holy Cross Property. Based on the information available to us, we determined that the Holy Cross Property did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property.

As a result, we investigated several other business opportunities to enhance shareholder value.

Effective January 21, 2010, the Nevada Secretary of State effected a forward stock split of our authorized and issued and outstanding shares of common stock on a one (1) old for fifty (50) new basis, such that our authorized capital increased from 30,000,000 shares of common stock with a par value of $0.001 to 1,500,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock increased from 2,779,000 shares of common stock to 138,950,000 shares of common stock. All share amounts have been adjusted to present the stock-split retroactively.

On March 31, 2010, we entered into a financing agreement with Intosh Services Limited, whereby we had the right to request Intosh to purchase up to $1,400,000 of our securities until March 31, 2011, unless extended by either our company or Intosh for an additional twelve (12) months. The financing agreement was not extended with Intosh.

Under the terms of the agreement, we had the right to from time to time request a purchase from Intosh up to $200,000 (each, an "Advance") per request for operating expenses, acquisitions, working capital and general corporate activities. Following receipt of any Advance, we were required to issue shares of our common stock at $0.70 per share.

As of September 30, 2010, in accordance with the financing agreement our company received Advances of $1,400,000 for which the shares were issued on September 7, 2010.

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Effective April 1, 2010, we entered into a property purchase option agreement (the “Rubicon Option Agreement”) with Perry English for Rubicon Minerals Corp. (“Rubicon”) for the right and option to acquire from Rubicon up to 100% interest in a total of 14 mining claims (the “Rubicon Claims”) in the Red Lake Mining Division of Northwestern Ontario, Canada. Considerations for the 100% interest are as follows:

-	Initial cash payment of $20,000 (paid);

-	Cash payment of $15,000 (paid) and issuance of common shares of the Company valued at $30,000 on April 1, 2011 (333,333 shares approved for issuance on April 5, 2011, value at $0.09 per share which was the closing trading price on March 31, 2011);

-	Cash payment of $20,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2012;

-	payment of $25,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2013; and

-	Cash payment of $30,000 on April 1, 2014

In accordance with the Rubicon Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which our company has the option to purchase with cash payment of $1,000,000. The work commitment on the Rubicon claims is $56,400 per year. The Rubicon Option Agreement was relinquished and an impairment charge of $65,000 was recorded as of December 31, 2011.

Effective April 11, 2010, we entered into a property purchase option agreement (the “Sol d’or Option Agreement”) with Perry English for Rubicon, whereby we are entitled to acquire from Rubicon up to 100% interest in nine claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $16,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $15,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 11, 2011 (approved for issuance on April 11, 2011, valued at $2,000);

-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2012;
-	Cash payment of $25,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2013; and

-	Cash payment of $35,000 on April 11, 2014.

In accordance with the Sol d’or Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000. The work commitment on the Sol d’or property is $41,700 per year. The Sol d’or Option Agreement was relinquished and an impairment charge of $62,200 was recorded as of December 31, 2011.

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Effective April 13, 2010, we entered into a property purchase option agreement (the “Stevens Lake Option Agreement”) with Perry English for Rubicon, whereby we are entitled to acquire up to 100% interest in three claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $7,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $12,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 13, 2011 (approved for issuance on May 5, 2011, valued at $1,400);

-	Cash payment of $15,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2012;
-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2013; and

-	Cash payment of $30,000 on April 13, 2014.

In accordance with the Stevens Lake Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000. The work commitment for the Stevens Lake property is $9,600 per year. The Stevens Lake Option Agreement was relinquished and an impairment charge of $36,200 was recorded as of December 31, 2011.

On July 20, 2010, we issued 450,000 common shares to Vista Partners LLC pursuant to our letter agreement with Vista Partners LLC dated June 10, 2010. On December 16, 2010 upon renewal of the consulting agreement with Vista we issued another 450,000 shares of our company’s common stock. On June 21, 2011, upon another renewal of the consulting agreement with Vista, we issued another 1,500,000 shares of our company’s common stock. The securities issued under the letter agreement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements.

Effective August 2, 2010, the Company entered into a property purchase option agreement (the “Rattlesnake Hills Option Agreement”) with John Glasscock, a director of the Company, whereby the Company is entitled to acquire up to 100% interest in 452 mineral claims located in Natrona County, Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Initial cash payment of $250,000 (paid);
-	Issuance of 1,000,000 shares of the Company’s common stock within 30 days of the agreement (issued);

-	Issuance of second 1,000,000 shares of the Company’s common stock on or before the first anniversary of the agreement (approved for issuance on August 11, 2011, valued at $67,000);
-	Issuance of third 1,000,000 shares of the Company’s common stock on or before the second anniversary of the agreement;

-	Payments for all property costs which include annual lease payments estimated at $63,000 required by the State of Wyoming (2010 and 2011 payments were made).

In accordance with the Rattlesnake Hills Option Agreement, Mr. Glasscock retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000.

The work commitment on the Rattlesnake Hills property in accordance with the option agreement is $800,000 during the first year, $1,200,000 during the second year and $1,600,000 during the third year. The terms for the work commitment were amended on July 19, 2011, whereby the second year’s work commitment of $1,200,000 was extended by 90 days to October 31, 2012, and the first year commitment was reduced to $652,724. In relation to the amendment 1,500,000 shares of the Company’s common stock were approved for issuance to Mr. Glasscock on August 11, 2011, valued at $100,500.

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On September 9, 2010, in accordance with our company’s Rattlesnake Hills Option Agreement dated August 2, 2010, 1,000,000 shares of our company’s common stock were issued as consideration for the property. On December 16, 2010 upon renewal of the consulting agreement with VISTA we issued further 450,000 shares of the Company’s common stock after the Board of Directors’ approval. The securities issued under the Letter Agreement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements.

Effective March 29, 2011, we entered into a letter of intent for a property purchase option agreement (the “Lewiston Property Option Agreement”) with Golden Predator Mines US Inc. (“GPMUS”), a private Nevada corporation, whereby our company is entitled to acquire 100% interest in mineral claims located in the Lewiston Mining District, Fremont Co., Wyoming. The agreement provides our company a period of 45 days to conduct due diligence. Upon completion of due diligence, our company, at its sole discretion, has the option to either relinquish or exercise its purchase option. On May 10, 2011 our company completed its due diligence and elected to exercise its purchase option. Considerations for the 100% interest in the claims are as follows:

-	Cash payments of $200,000 as follows:

·	$40,000 by March 29, 2012 ($10,000 paid on April 14, 2011 as non-refundable deposit within five business days from the Effective Date); the remaining $30,000 has not been paid as of the date of this filing, however. The Company received on extension for payment through June 29, 2012.

·	$40,000 by March 29, 2013;

·	$40,000 by March 29, 2014;

·	$80,000 by March 29, 2015;

-	Issuance of 1,100,000 shares of the Company’s common stock as follows:

·	500,000 shares by May 15, 2011 (approved for issuance on May 9, 2011, valued at $40,000)

·	200,000 shares by each of March 29, 2012, 2013 and 2014;

-	Incur exploration expenditures of $1,000,000 as follows:

·	$100,000 by March 29, 2012; the Company has met this requirement as of the date of this filing.

·	$200,000 by March 29, 2013;

·	$500,000 by March 29, 2014;

·	$200,000 by March 29, 2015.

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In addition to above consideration, as required by the option agreement, we will make payments for all taxes and mining claims fees and other charges required to maintain the Lewiston Property in good standing. Annual property taxes are estimated to be $102,000 and annual lease payments are estimated to be $17,500.

Upon conveyance of the Lewiston claims, GPMUS will retain an incremental sliding scale interest in net smelter returns of 3% to 5%, which will be contingent upon the price of gold.

Effective March 30, 2011, we entered into a financing agreement with Intosh Services Limited, whereby we had the right to request Intosh to purchase up to $500,000 of our common stock at $0.15 per share. As of December 31, 2011, we have received $250,000 for 1,666,667 shares. The related shares were issued on April 6, 2011.

On July 28, 2011, our company signed an engagement letter with MidSouth Capital Inc. (“MidSouth”) whereby MidSouth assists our company in raising equity financing for the following consideration:

-	Issue 500,000 shares of our company’s common stock five business days after the execution of the engagement letter, with the related shares issued on July 29, 2011;
-	10% of the capital raised by MidSouth for our company; and

-	Issue 100,000 shares of our company’s common stock per every $100,000 cash raised for the period of two years.

The agreement is for a twelve-month initial period with an option to renew for an additional six months.

On August 24, 2011, Southern Legacy Minerals, Inc., purchased a total 22,000,000 shares of our common stock from Steve Rix, our former director and officer, in a private transaction for $125,000. Southern Legacy now owns 32.1% of our company’s issued and outstanding shares of common stock.

On November 28, 2011, our company signed an engagement letter with World Stock Exchange, LLC whereby World Stock Exchange assists our company in raising equity financing for the following consideration:

-	Issue 300,000 shares of our company’s common stock, valued at $7,590, due upon execution of the engagement letter, with the related shares issued on December 9, 2011;
-	10% of the capital raised by World Stock Exchange for our company; and

The agreement is for a twelve-month initial period.

On December 12, 2011, the Company signed an advertising, public relations and marketing letter with StockVest Inc. whereby StockVest will provide advertising service for the Company for the following consideration:

-	750,000 restricted shares, valued at $20,250

The contract expires June 15, 2012. The related shares were issued in 2011. The Company chose to renew their contract early on March 5, 2012 for the following consideration:

-	1,500,000 restricted shares

The contract expires December 31, 2013. The related shares were issued on March 8, 2012.

Our fiscal year end is December 31.

Our Current Business

We are an exploration stage company engaged in the acquisition and exploration of mineral interests and resource properties in North America. We maintain our statutory registered agent's office at 1859 Whitney Mesa Drive, Henderson, Nevada 89014 and our business office is located at 60 E Rio Salado Parkway, Suite 900, Tempe, Arizona 85281.

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Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties, To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

Our current operational focus is to complete the terms of the Rattlesnake Hills and Lewiston Property Option Agreements, and to conduct exploration activities on each of the properties, including the Elk City, ID claims.

Competition

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Governmental Regulations

We currently hold options to acquire properties in the states of Wyoming and Idaho Our mineral exploration program will be subject to regulations similar to the following:

·	Locating claims

·	Posting claims

·	Working claims

·	Reporting work performed

Prior to proceeding with any exploration work, we must apply for a notice of work permit. Additionally, the properties we are acquiring in the Rattlesnake Hills region have some split estate land where we have to create contracts with the surface land owners.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mineral exploration and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

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Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Employees

Currently, we do not have any employees. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.

Our independent registered public accounting firm’s report on our audited financial statements for the year ended December 31, 2011 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

Because we have commenced limited business operations, we face a high risk of business failure.

We have limited business operations, accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on April 14, 2005 and have been involved primarily in organizational activities and the acquisition of our mineral properties. We have not earned any revenues.

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Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We lack an operating history and we expect to have losses in the future.

We have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

	·	Our ability to locate a profitable mineral property;
	·	Our ability to generate revenues; and
	·	Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

We have no known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable. Even if we are successful in discovering gold or other mineralized material we may not be able to realize a profit from its sale. If we cannot make a profit, we may have to cease operations.

We have no known ore reserves. We have not identified any gold on the mineral claims and we cannot guarantee that we will ever find any gold. Even if we find that there is gold on our mineral claims, we cannot guarantee that we will be able to recover the gold. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our mineral claims may contain mineralized material. If we do not find mineralized material, we will cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.

There are several governmental regulations that materially restrict mineral property exploration and development. Under the mining laws of the jurisdictions in which our properties are located, we are required to obtain work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the mineral claims, we will incur modest regulatory compliance costs.

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In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

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As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

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Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our executive, administrative, and operating offices are located at 60 E Rio Salado Parkway, Suite 900, Tempe, Arizona 85281. We currently lease approximately 268 square feet at a monthly cost of $2,219.00. We believe these facilities are adequate for our current needs and that alternate facilities on similar terms would be readily available if needed.

Property held by us: As of the date of this current report on Form 10-K, we hold options to acquire interests in Rattlesnake Hills and Lewiston Properties. For a description of the option agreements, please see the section entitled “Business” above.

Rubicon Option Agreement: Shabu Lake - Skinner Claims

Our Red Lake Property consists of 14 claims comprising approximately 6,680 acres in the prolific Red Lake Mining Division of Northwestern Ontario, Canada. These claims are located in the Shabu Lake area and are accessible by road. This property has multiple reported gold occurrences on it (Ontario Geological Survey Open File Report 5835) as well as multiple documented copper/nickel occurrences (Preliminary Map P973 Shabumeni River - Narrow Lake area).

Previous exploration was hampered by inaccessibility but the construction of an all-season logging road in recent years has alleviated this and enhanced the possibility of discovering new gold and base metal zones. In addition, follow up work on previous occurrences is now more economically viable.

Location and Access

The property lies in northwest part of the Birch-Confederation Lakes greenstone belt some 75 km east-northeast of Red Lake straddling the Skinner township / Shabu Lake area boundary. It comprises a contiguous group of claims (~175 units, 6,988 acres) extending 11.5 km from Leonard Lake in the east to Shabu Lake in the northwest.

The east part of the property is road accessible from Highway 105 in Ear Falls, eastwards towards Gold Pines on Lac Seul on Highway 653, then northeastwards along the South Bay Road and finally north on the Joyce Road which crosses the southeast extremity of the property. The South Bay and Joyce Roads are both well maintained, gravel logging access roads.

Northwest parts of the property are accessible by float plane available at the South End of Confederation Lake (Kabeelo’s; ~30 km), Ear Falls (several; 75 km) and Red Lake (e.g, Greens, 75 km).

Title

The properties are all unpatented mining claims in good standing with the Ontario Ministry of Northern Development, Mines and Foresty (MNDMF) registered to Perry English. Perry English has granted an option to Big Bear Mining which requires cash and stock payments, the terms of which are set out in the section entitled “Business”. In order to maintain ownership of the property we must maintain the option agreement in good standing and meet the work requirements of the MNDMF which are annual requirements calculated on the property size. On an annual basis the MNDMF requires eligible work to be carried out on the property with a cash value of CAD$56,400.

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Figure 1. Shabu-Skinner Claims (outlined in red; UTM Zone 15; NAD’83). Joyce Road (access in brown).

History

Parker and Atkinson (1993) record several gold showings on the property dating from 1926. Past work in the area has focused on the Bathurst Mine on Carr Lake which lies on the adjoining property south and east.

Parker and Atkinson (1993; Appendix A) provide detailed descriptions and histories of specific showings. Table 1 below lists work reported in the Shabu lake map area (NTS 52N07SW). Available data suggest that there is a significant and varied base of work on which to design further exploration programs. In recent work (circa 2004) by Fronteer, completed only on the Leonard Lake portion of the property, can be effectively applied to the central and western portions.

Table 1. Assessment files in the Shabu Lake map area (NTS 52N07SW).

AFRI File	Year	AFRO ID	Performed For	Drilling	Geology	Geochem	Geophysics
52N07SW0008	1963	DDH 10	FLINT ROCK MINES LTD	x
52N07SW0007	1967	DDH 11	MADSEN RL AU MINES LTD	x
52N07SW0005	1969	DDH 13	G J CIGLEN	x
52N07SW0006	1969	DDH 12	FLINT ROCK MINES LTD	x
52N07SW0003	1985	2.7641	SUMMIT RED L GOLD MINES LTD			x	x
52N07SW0002	1987	63.519	FLINT ROCK MINES LTD	x	x
52N07SW0004	1988	DDH 14	SHABU GOLD MINES LTD	x
52N07SW9913	1993	2.1494	ASARCO EXPL CO OF CAN LTD		x		x
52N07SW2001	2002	2.25014	FRONTEER DVLPMT GROUP INC		x	x	x
52N08NE2003	2003	2.27483	ILBEY ENTERPRISES LTD			x	x
52N07SW2002	2004	2.27325	FRONTEER DVLPMT GROUP INC			x
52N07SW2003	2004	2.27924	FRONTEER DVLPMT GROUP INC	x

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Property Status

This option was relinquished as of December 31, 2011.

Existing or potential economic significance

The property represents an early stage gold exploration property containing several gold-in-quartz showings whose known extent is limited.

Appendix 1. Showings on (SB-1 to 3) and adjacent to (SB-4, SK-1 to 4) property

Figure 2. Gold showings on and near Skinner-Shabu Claim Group (Parker and Atkinson, 1993)

SHABU LAKE AREA (NTS 52N07SW)

Code Name

SB-1 Flint Rock Mines Ltd. Occurrence (Shabu Lake Occurrence)

SB-2 Leonard Lake Occurrences

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SB-3 Madsen Red Lake Gold Mines Occurrence

SB-4 Sheehan Lake Prospect

SKINNER TOWNSHIP (52N07SW)

SK-1 Bathurst Mine

SK-2 Dunkin Prospect

SK-3 Noramco Explorations Inc., Skinner Township Occurrences

SK-4 Price-Logan Occurrence

Code

SB-1

Name	FLINT ROCK MINES LTD. OCCURRENCE (SHABU LAKE OCCURRENCE) -

Map area

SHABU LAKE AREA

NTS

52N07SW

LOCAION

The Flint Rock Mines Ltd. occurrence is situated on leased mining claims KRL 51180 to 51191 inclusive. The main No. l vein is located about 1.2 km due west of Shabu Lake on leased claims KRL 51184 and 51186.

DESCRIPTION

Regional Structures

Fyon and ODonnell (1986) noted that the main structure at Shabu Lake is a complex or refolded fold. According to Fyon and ODonnell (1986): "A tight syncline with a highly strained (possibly sheared) core trends northwest, parallel to the northwestern arm of the lake. A second fold axial trace trends north-northeast, and defines a broad syncline in the southeastern section of the lake.”

Geology

Northeast-trending, fine-grained metasediments are intercalated with minor metavolcanic flows of the Cycle n metavolcanic sequence (Thurston 1986) and are intruded by granodioritic rocks of the Mainprize Lake granitoid complex.

Mineralization

No. l vein

The No. l vein occurs along the southern claim boundaries of leased claims KRL 51184 and 51186. The east-trending quartz vein has been traced by diamond drilling along the contact between biotite granodiorite and a diorite dike, for a strike length of 800 m. The vein is 0.1 to 0.6 m wide and contains sparse amounts of disseminated galena, pyrite, chalcopyrite and visible gold (Pryslak 1974).

No. 2 vein

The No. 2 vein is approximately 460 m northwest of the No. l vein and is situated on leased mining claim KRL 51188. The east-trending vein dips 90 and is 5 cm to 30 cm wide with a strike length of 47 m. The vein is hosted by a narrow inclusion of metasediments and by biotite granodiorite and gabbro. Pryslak (1974) reported that the vein contained up to 10% galena and 2% chalcopyrite.

Alteration and deformation

Alteration and deformation associated with the quartz veins is very minimal and consists of silicification, epidotization and hematization with very minor shearing.

OWNERSHIP AND DEVELOPMENT

1937	Prospectors Airways Ltd. conducted trenching, channel sampling and diamond drilled 28 holes totalling 6500 feet on the No. l Vein zone.

1963	Flint Rock Mines Ltd. diamond drilled 7 holes totalling 1999 feet on the No. l and No. 2 veins.

1969	Flint Rock Mines diamond drilled 2 holes totalling 950 feet to test the base metal potential of a pyritic zone on the west shore of Shabu Lake (leased claim KRL 51180).

1987	Flint Rock Mines conducted linecutting and induced polarization and resistivity surveys over the property and diamond drilled 6 holes totalling 2217.6 feet.

ECONOMIC FEATURES

No. 1 Vein

The No. l vein hosts an auriferous section which is 180 m long with an average width of 0.49 m and an average grade of 0.85 ounce Au per ton (Pryslak 1974). This zone was drilled to a depth of 90 m.

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No. 1 Vein

Diamond drilling conducted on the No. l vein in 1937 by Prospectors Airways Ltd. Intersected narrow sections assaying as high as 0.43 and 0.77 ounce Au per ton.

No. 1 Vein

Drilling conducted by Flint Rock Mines Ltd. in 1963, on the No. l vein, intersected narrow sections assaying as high as 0.8 ounce Au per ton and 0.72 ounce Au per ton.

No. 2 Vein

A grab sample taken by A.P. Pryslak (1974) from the No. 2 vein assayed 0.01 ounce Au per ton, 0.09% Cu and 1.45% Pb.

No. 2 Vein

Drill holes completed by Flint Rock Mines Ltd. in 1987 intersected narrow sections of gold mineralization such as: 1.065 ounces Au per ton across 0.45 feet, 0.139 Au per ton across 1.5 feet, 0.145 ounce Au per ton across 0.39 feet, 0.231 ounce Au per ton across 0.3 feet and 0.388 ounce Au per ton across 0.5 feet.

Code

SB-2

Name	LEONARD LAKE OCCURRENCES

Map area

SHABU LAKE AREA

NTS

52N07SW

LOCATION

The Leonard Lake occurrences consist of 5 separate showings situated in the immediate vicinity of Leonard Lake in the Shabu Lake area.

North

The North showing is situated 805 m due north of Leonard Lake;

West	West showing occurs 1.7 km west of the lake;

East	East showing is situated 2 km due east of the lake;

Shore

Shore showing is located on the southwest shore of Leonard Lake; and

South

South showing is located 500 m southwest of the lake. Leonard Lake is situated immediately north of the Skinner Township boundary line.

DESCRIPTION

Regional Structures

The northwest-trending Swain Lake fault extends from Swain Lake through the southeastern end of Leonard Lake (Pryslak 1972, 1974).

Geology

East-trending, intermediate to mafic metavolcanic rocks are intercalated with abundant fine-grained metasediments of the Cycle II sequence (Thurston 1986) and are intruded by gabbro and granodioritic rocks of the Mainprize Lake granitoid complex.

North and West

The North and West showings consist of test pits sunk on quartz veins within granodioritic rocks at the contacts between granodiorite and metasediments and granodiorite and mafic metavolcanic rocks.

East	The East showing consists of quartz veins hosted by fine-grained metasediments consisting of greywacke, siltstone and argillite.

Shore

The Shore showing consists of several trenches sunk on quartz veins hosted by intermediate pyroclastic rocks which have been altered to chlorite-sericite schist (Pryslak 1974).

Shore

The Shore showing is situated on the extreme northwest extension of the Swain Lake fault.

South

The South showing (formerly situated on claim KRL 4841) consists of 3 separate east-trending quartz veins dipping between 60 and 80 to the south. The veins are hosted by narrow shear zones up to 4 feet wide in coarse-grained diorite/gabbro. The quartz veins range in strike length from 20 to 110 feet (Bruce 1929).

South showing

The quartz veins at the South showing have been reported (Bruce 1929) to contain massive arsenopyrite in "considerable quantities". Bruce (1929) reported that "gold occurs with the arsenopyrite".

West showing

Pryslak (1974) reported arsenopyrite in quartz veins at the West showing.

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OWNERSHIP AND DEVELOPMENT

1927	Leonard Narrow Lake Mines Ltd. conducted extensive stripping and trenching in the vicinity of Leonard Lake. The most promising showing on the property was the South showing situated on mining claims KRL 4841.

1966	A portion of the property was staked by Madsen Red Lake Gold Mines Ltd.

1967	Madsen Mines conducted electromagnetic and magnetic surveys over the area.

1969	C.C. Huston and Associates flew airborne electromagnetic, magnetic and radiometric surveys over the area.

1988	Canadian Eagle Exploration Inc. flew airborne electromagnetic, magnetic and resistivity surveys over a portion of the area.

ECONOMIC FEATURES

West, North & East

Pryslak (1974) has indicated the presence of gold at the West, North and East showings on map P. 973, but no specific gold values have been reported.

South

Bruce (1929) also reports the presence of gold at the South showing.

Code

SB-3

Name	MADSEN RED LAKE GOLD MINES OCCURRENCE

Map area

SHABU LAKE AREA

NTS

52N07SW

LOCATION

The Madsen Red Lake Gold Mines prospect consists of several sulphide shownings situated on the south and southeast shore of Shabu Lake.

DESCRIPTION

Regional Structures

A syncline with a highly strained core trends northwest, parallel to the northwestern arm of Shabu Lake and a second fold axial trace trends north-northeast, and defines a broad syncline in the southeastern section of Shabu Lake (Fyon and ODonnell (1986))

Geology

Northwest-trending, pillowed and massive mafic metavolcanic flows outcrop on the east shore of Shabu Lake. A 400- to 500-foot thick marble unit (Pryslak 1974) which extends along the southeast shore of Shabu Lake is overlain to the east by fine-bedded, siliceous metasediments which are 200 feet thick (Pryslak 1974). The supracrustal rocks are part of the Cycle II metavolcanic sequence (Thurston 1986). The metasediments and metavolcanic rocks are intruded by porphyritic, biotite granodiorite of the Mainprize Lake granitoid comples.

Mineralization

The marble and siliceous metasediments host abundant disseminated and massive sulphide mineralization consisting of pyrite and pyrrhotite, with minor chalcopyrite, sphalerite and galena. Lenses of massive sulphides are up to 10 feet wide.

OWNERSHIP AND DEVELOPMENT

1966	A contiguous group of 79 mining claims was staked by Madsen Red Lake Gold Mines Ltd.

1967	Madsen Mines conducted linecutting, electromagnetic and magnetic surveys trenching, sampling and diamond drilled 10 holes totalling 3,370 feet.

1969	C.C. Huston and Associates flew airborne electromagnetic, magnetic and radiometric surveys over the area.

1988	Canadian Eagle Exploration Inc. (formerly Shabu Gold Mines Ltd.) flew airborne electromagnetic, resistivity and magneti surveys over the area.

ECONOMIC FEATURES

Four drill holes completed by Madsen Red Lake Gold Mines Ltd. intersected narrow sections of anomalous gold mineralization in siliceous metasediments and marble hosting variable amounts of pyrrhotite and pyrite. Some of the drill intersections were:

Drill Hole No.	Intersection (ounce Au per ton)
5	0.04 across 4.1 feet
5	0.08 across 1.8 feet
6	0.08 across 5 feet
6	0.04 across 2.1 feet
7	0.04 across 5 feet
8	0.04 across 8 inches
9	0.04 across 1-foot
9	0.04 across 5 feet

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Code

SB-4

Name	SHEERAN LAKE PROSPECT

Area	SHABU LAKE AREA

NTS

52N07SW

LOCATION

The Sheehan Lake prospect consists of 35 trenches located about 400 m due south of Sheehan Lake (local name) in the Shabu Lake area. Sheehan Lake is a small lake situated along the Shabumeni River and is approximately 6.6 km due west of Shabumeni Lake.

DESCRIPTION

Regional Structures

No major regional structures have been identified in the vicinity of the Sheehan Lake prospect.

Geology

The Sheehan Lake prospect is hosted by hornblende granodiorite of the Mainprize Lake granitoid complex. The occurrence is about 500 m due north of the contact between the granitoid rocks and a thick unit of fine-grained metasediments. Pryslak (1974) located 35 trenches which range from 2 m to 36 m in length. The trenches occur at intervals of 9 m in a west-northwest direction for a strike length of 270 m.

Mineralization

Gold mineralization occurs within a sheared alteration zone consisting of silicified, carbonatized and variably pyritic, hornblende granodiorite. The alteration zone contains 10% to 20% iron carbonate, 2% to 8% disseminated pyrite (Prylak 1974) and minor galena and chalcopyrite.

OWNERSHIP AND DEVELOPMENT

1937	Prospectors Airways Ltd. staked 15 mining claims at Sheehan Lake and conducted trenching, stripping and 3500 feet of diamond drilling.

1969	Noranda Exploration Co. Ltd. conducted ground magnetic and electromagneticsurveys in the vicinity of the prospect.

1973	Staked by P. Henniston.

1982	Dome Exploration visited and sampled the property.

1984	Summit Red Lake Gold Mines Ltd. conducted ground magnetic and electromagnetic surveys and humus and lithogeochemical surveys.

1987	Shabu Gold Mines Ltd. conducted an electromagnetic survey and diamond drilled 23 holes totalling 10 437.7 feet.

1988	Canadian Eagle Exploration Inc. (formerly Shabu Gold Mines Ltd.) flew airborne magnetic, electromagnetic and resistivity surveys over the property.

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ECONOMIC FEATURES

Diamond drilling conducted by Shabu Gold Mines Ltd. in 1987 intersected 0.078 ounce Au per ton across 24.8 feet, while 4 other narrow intersections assayed up to 0.06 ounce Au per ton (The Northern Miner, April 6, 1987, p. 7). Numerous sections with high silver values such as, 1.83 ounces Ag per ton across 17.5 feet, were also intersected in drill core.

Six chip samples ranging in length from 1.2 m to 6 m were taken from the trenches by A.P. Pryslak (1974) and assayed between 0.01 and 0.07 ounce Au per ton.

Code

SB-2

Name	LEONARD LAKE OCCURRENCES

Map Area

SHABU LAKE AREA

NTS

52N/7 SW

LOCATION

The Leonard Lake occurrences consist of 5 separate showings situated in the immediate vicinity of Leonard Lake in the Shabu Lake area. The North showing is situated 805 m due north of Leonard Lake; the West showing occurs 1.7 km west of the lake; the East showing is situated 2 km due east of the lake; the Shore showing is located on the southwest shore of Leonard Lake; and the South showing is located 500 m southwest of the lake. Leonard Lake is situated immediately north of the Skinner Township boundary line.

[DUPLICATE]Code SK-1

Name	BATHURST MINE

Map area

SKINNER TOWNSHIP

NTS

52N07SW

LOCATION

The Bathurst Mine is located on leased mining claim KRL 321974 (formerly KRL 4758) which is part of a group of 12 contiguous leased claims situated between Bathurst and Car lakes in the northwest corner of Skinner Township. Numerous pits and trenches are located on several of the leased claims.

DESCRIPTION

Regional Structures

The Bathurst Mine property is situated within the contact strain aureole of the Trout Lake batholith in the east-northeast-trending Swain Lake deformation zone (Fyon and Lane 1986).

Geology

Mafic, massive and pillowed metavolcanic flows of the Cycle II sequence (Thurston 1985) are intruded by coarse-grained gabbroic and dioritic sills and dikes and by wide felsite dikes commonly striking between 090 and 110° and dipping 75° to the south. The Bathurst Mine is approximately 600 m east of the contact between mafic metavolcanic rocks and granitic rocks of the Trout Lake batholith. Mafic, metavolcanic rocks commonly contain abundant green, fibrous, amphibole. The metavolcanic rocks are commonly foliated in a northerly direction, parallel to the contact of the Trout Lake batholith.

Mineralization

Mineralized quartz veins are hosted by numerous discrete, east- and east-southeast- trending shear zones in excess of 3 m wide. Shear and fracture zones commonly occur along the contacts of felsite dikes and also within the dikes.

The sheared wall rocks are chloritized and/or talcose and host calcite-filled extension veins. Wall rocks immediately adjacent to the quartz veins are commonly silicified. Alteration is confined to the shear zones.

Numerous trenches and pits have been sunk on 12 mineralized shear zones hosting fine-grained, white, sugary quartz veins and a few pale blue vitreous veins. The quartz veins contain minor amounts of disseminated pyrite associated with iron carbonate and chloritic wall rock fragments. Quartz veins may also contain sphalerite, chalcopyrite, galena, arsenopyrite, pyrrhotite and spectacular, coarse, visible gold. Sulphides are commonly concentrated within the quartz at quartz vein/wall rock contacts and are finely disseminated in the sheared wall rocks.

The quartz veins range between 2 and 9 feet in width with some strike lengths in excess of 1000 feet. Many of the quartz veins have been deformed and are folded and flat-lying (Bruce 1929; Fyon and O'Donnell 1986). The folded veins commonly have a shallow plunge to the southwest. The shaft was sunk on the No. l, 2, 3 and 4 veins on leased mining claim KRL 321974 (formerly KRL 4758). These veins were the most important on the property and contained the most abundant visible gold.

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OWNERSHIP AND DEVELOPMENT

1926	Gold was discovered in wide quartz veins at Car and Bathurst lakes.

1927	Bathurst Mines Ltd. acquired 30 contiguous mining claims consisting of the Bathurst, Price-Logan, and Daipre-Cobourn properties; trenching, stripping and sampling delineated 7 gold-bearing zones.

1928	A two-compartment shaft was sunk to a depth of 223 feet on mining claim KRL 4758 and a level was started at 200 feet.

1929

The shaft was deepened to 300 feet with levels at 200 and 300 feet; 1109 feet of crosscutting and 2046 feet of drifting was completed; a mill was installed and produced 149.06 ounces of gold and 50 ounces of silver for a total value of S3107 (Rogers and Young 1930), a different production figure of 160 ounces of gold was also reported for the same year (Harding 1936); the mine was closed by the end of the year.

1932	The mine was reopened and a production of S1500 (Sinclair et al. 1934) was recorded by the end of the year when the mine was closed once more.

1934	The shaft was deepened to 420 feet and the mine was reported to have produced 74.51 ounces of gold and 6 ounces of silver from 130 tons of ore (Bathurst Mines Ltd., assessment files, Resident Geologist's office, Red Lake).

1935	Erie Canadian Gold Mines Ltd. optioned the property and conducted extensive surface work.

1936

Car Lake Syndicate commenced underground operations and completed 30 feet of crosscutting, 131 feet of drifting and 52 feet of raising on the 200-foot level; the mine produced 84 ounces of gold and 36 ounces of silver from 432 tons of ore (Bathurst Mines Ltd., assessment files, Resident Geologist's office, Red Lake; Sinclair et al. 1938), however, conflicting production figures of 76.92 ounces of gold and 28 ounces of silver produced from 307 tons of ore (Young 1938); and 120 ounces of gold produced from 320 tons of ore (Sinclair et al. 1939) are also reported for the same year.

1937	Gleemar Gold Mines Ltd. resumed underground operations and completed 200 feet of drifting and 100 feet of crosscutting on the 300-foot level.

1958	Bathurst Selective Mines Securities Ltd. conducted prospecting, stripping, trenching and sampling on the property.

1963-1964

Bathurst Selective Mines Securities Ltd. diamond drilled 6 holes totalling 727 feet on mining claims KRL 50904 and 50907 and conducted a considerable amount of trenching.

1966	Ground magnetic and electromagnetic surveys were conducted by Cana Exploration Consultants Ltd. for G. Jones.

1967	Victoria Algoma Mineral Co. Ltd. completed l diamond drill hole to a depth of 901 feet on mining claim KRL 50907.

1969	Kendon Copper Mines Ltd. diamond drilled 10 holes totalling 2508 feet on mining claims KRL 62528 and 62529.

1972-1973

The property was staked by a group of prospectors from Ear Falls and optioned to All Canadian Mining and Exploration Co. who conducted geological mapping and diamond drilled 7 holes totalling 587 feet on mining claims KRL 321974 and 368355; extensive trenching was also completed on the property.

1975-1977

Stripping and trenching was conducted by A. Bertram and G. Alcock.

1979-1980

St. Mary's Explorations Ltd. acquired a 70% interest in the Bathurst property; the company diamond drilled 2 holes totalling 303.9 feet on mining claim KRL 321974.

1983	Twelve mining claims encompassing the Bathurst property were brought to lease.

1986	B. Cronley conducted stripping and trenching on 3 claims, KRL 828013, 828014 and 828016. The claims were situated along the southeast shore of Bathurst Lake and were tied-on to the southwest end of the group of leased claims which encompasses the Bathurst Mine property.

1986-1987

Eastmont Gold Mines Ltd. conducted stripping, trenching, sampling, geological mapping, ground magnetic and electromagnetic surveys on the 12 leased claims of the Bathurst property and on adjacent mining claims; the company conducted diamond drilling on the leased claims in 1987, but results were not reported.

ECONOMIC FEATURES

Production

The Bathurst Mine produced approximately 307.57 ounces of gold and 92 ounces of silver (Rogers and Young 1930; Harding 1936; Sinclair et al. 1934, 1938, 1939; Young 1938; Bathurst Mines Ltd., assessment files, Resident Geologist's office, Red Lake). Reserves at the mine have been reported to be 80 000 tons grading 0.578 ounce Au per ton (Energy, Mines and Resources 1989).

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No. 2 Vein

Grab samples from the various quartz veins on the Bathurst property have assayed greater than 4.0 ounces Au per ton.

Diamond drilling on the No. 2 Vein by All Canadian Mining and Exploration Co. intersected 0.87 ounce Au per ton across 5 feet.

An underground chip sample from the No. 2 Vein taken by Erie Canadian Mining Ltd. assayed 0.54 ounce Au per ton across 4.72 feet.

No. 3 Vein

Chip samples taken by Erie Canadian Mines Ltd. during surface sampling of the No. 3 Vein gave an average assay of 1.5 ounces Au per ton across 2 feet for a length of 165 feet.

No. 3 Vein

Assays of samples taken from the No. 3 Vein on the 200-foot level of the mine averaged 0.52 ounce Au per ton across 3.5 feet for a length of 180 feet.

No. 4 Vein

Grab samples taken by B.T. Atkinson from the No. 4 Vein analyzed 1720 and 7230 ppb Au; while samples from the No. 5 and No. 7 veins analyzed 3920 ppb Au and 735 ppb Au, respectively (Geoscience Laboratories Section, Ontario Geological Survey, Toronto). Visible gold was noted in a number of veins. A quartz vein known as the "Golden Sidewalk" has produced some spectacular specimens of native gold.

KRL 828013

Seven grab samples taken by B.T. Atkinson from trenches sunk by B. Cronley on claim KRL 828013 analyzed 1220 ppb Au and 2.27o MoS2 ; and 20, 6, 7, 5 and 4 ppb Au.

Code

SK-2

Name	DUNKIN PROSPECT

Map area

SKINNER TOWNSHIP

NTS

52N02SW

LOCATION

The Dunkin prospect consists of a shaft and several separate gold showings, known as the No. l, No. 2, No. 2a, No. 2b, Vihonen (No. 3), Tie-Line and Harbour showings. The gold showings are situated along the north shore of the northwest arm of Narrow Lake in the southeast corner of Skinner Township.

DESCRIPTION

Regional Structures:

The Dunkin prospect is situated within the west- to northwest-trending Narrow Lake deformation zone (Fyon and Lane 1986; Fyon and O'Donnell 1986).

Geology

Massive, mafic, pillowed and variolitic metavolcanic flows of the Cycle II sequence (Thurston 1985) are intruded by fine- to medium-grained, magnetite-bearing gabbroic sills and minor feldspar porphyry dikes. The Dunkin prospect is approximately 3.6 km east of the contact between mafic metavolcanic rocks and granitic rocks of the Trout Lake batholith.

The majority of gold-bearing quartz veins at the Dunkin prospect are hosted by numerous narrow, discrete, shear zones trending between 050 and 110 and commonly dipping 70 to 80 north. Shear zones at the No. 2 and Vihonen (No. 3) showings dip between 15 and 30 to the northwest.

Host rocks consist of variably sheared and altered mafic metavolcanic flows and/or magnetite-bearing, medium-grained gabbro. Sheared wall rocks are chloritized, carbonatized and weakly sericitized.

Mineralization

Quartz veins at the Dunkin prospect commonly consist of massive, milky-white quartz containing minor amounts of disseminated pyrite, chlorite, iron carbonate and visible gold.

Minor amounts of disseminated pyrite, arsenopyrite, pyrrhotite, chalcopyrite and bornite occur in the quartz veins at the Harbour showing. Sheared wall rocks commonly contain variable amounts of disseminated pyrite, pyrrhotite and chalcopyrite.

Quartz veins are generally less than 3 feet wide with strike lengths up to 290 feet. Exceptions are the quartz vein at the Dunkin shaft which varies in width from 3 to 14 feet and contains sections of vuggy, blue quartz (Greig 1928); and the Tie-Line showing which consists of several narrow quartz-carbonate veinlets within a wide shear zone.

Quartz veins at the Harbour showing are weakly to moderately boudinaged and one vein is intruded by a 2- to 3-foot wide lamprophyre dike.

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OWNERSHIP AND DEVELOPMENT

1926	T. Dunkin discovered gold on Narrow Lake and conducted some trenching; he staked 13 mining claims, KRL 4428 to 4430, 4433 to 4438, 4447 to 4449 and4926.

1927	Dunkin Gold Mines Ltd. acquired the property and completed a considerable amount of trenching, stripping and sampling.

1928	Dunkin Gold Mines Ltd. sunk a three-compartment shaft to a depth of 50 feet on mining claim KRL 4434 and a headframe was erected.

1929	Dunkin Gold Mines Ltd. deepened the shaft to 271 feet with levels at 125 and 250 feet; 56 feet of crosscutting was completed on the 125-foot level and 423 feet of crosscutting and 227 feet of drifting was completed on the 250-foot level; the property was closed at the end of the year.

1935	The property was sampled by P.J. Shanton for Sylvanite Gold Mines Ltd.

1936	Connetricia Gold Mines Ltd. acquired the Dunkin property and conducted surface sampling and diamond drilled 2 holes targeted on the No. l and No. 2 veins.

1969	C. C. Huston and Associates conducted airborne magnetic and electromagnetic surveys over the property.

1972	Staked by D.F. Parrott.

1974-1975

B. Vihonen and J.S. Waldie staked a contiguous group of 33 mining claims on the Dunkin property in 1974; the claims encompassed the Dunkin shaft, the No. 2, No. 2a, No. 2b and No. 3 gold showings; Northmark Gold Mines Ltd. conducted prospecting, trenching, stripping and ground magnetic and electromagnetic surveys on the property and diamond drilled 9 holes totalling 797.2 feet.

1980	Moss Resources Ltd. acquired a contiguous group of 4 claims encompassing the Vihonen or No. 3 gold showing; the company conducted ground magnetic and electromagnetic surveys on the claims.

1984	Duration Mines Ltd. and Wilshire Energy Resources Inc. acquired a contiguous group of 4 claims immediately east of the shaft at the Dunkin property; Duration Mines Ltd. conducted geological mapping, ground magnetic and electromagnetic surveys on the claims.

1986	W. McNerney staked 2 claims on the Dunkin shaft area.

1987

Canadian Patricia Exploration Ltd. acquired 36 mining claims in the vicinity of the Dunkin prospect; the claims encompass the Vihonen (No. 3) showing, Harbour, Tie-Line and No. 2b gold showings; the company conducted ground magnetic and electromagnetic surveys, soil and lithogeochemical surveys, geological mapping and power stripping.

1987-1988

Golden Hat Resources Inc. acquired a contiguous group of 6 mining claims, which encompassed the shaft at the Dunkin prospect and the No. 2 and No. 2a gold showings; the company diamond drilled 5 holes totalling 621 feet.

1988	Canadian Patricia Exploration Ltd. conducted detailed mapping, lithogeochemical sampling, trenching, stripping and prospecting.

1989	Canadian Patricia Exploration Ltd. diamond drilled 10 holes totalling 5350 feet on their portion of the Dunkin prospect, the holes were drilled in the vicinity of the Vihonen and No. 2b showings.

1990	W. McNerney staked 2 claims covering the Dunkin shaft area.

ECONOMIC FEATURES

Dunkin shaft

A grab sample taken by W.W. Valliant from the quartz vein at the Dunkin shaft assayed 0.405 ounce Au per ton and 0.42 ounce Ag per ton (Geoscience Laboratories Section, Ontario Geological Survey, Toronto).

Vihonen or No.3

Two chip samples taken by W.W. Valliant from the quartz veins at the Vihonen or No.3 showing assayed 0.74 ounce Au per ton and 0.08 ounce Ag per ton across 3.5 inches; and 0.7 ounce Au per ton and 0.06 ounce Ag per ton across 3.5 inches (Geoscience Laboratories Section, Ontario Geological Survey, Toronto).

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A grab sample taken by A.P. Pryslak from a 7 inch wide quartz vein at the Vihonen showing assayed 0.56 ounce Au per ton (Pryslak 1975).

Grab samples taken from the Vihonen showing by Canadian Patricia Exploration Ltd. have assayed 1.83, 0.332, 0.67,1.602 and 2.33 ounces Au per ton.

B. Vihonen obtained a drill hole intersection of 2.58 ounces Au per ton, 1.73 ounces Ag per ton and 2.24% Cu across 1.8 feet from a hole targeted on the quartz vein at the Vihonen or No. 3 showing (Pryslak 1975). Samples taken from the No. 2 showing by Northmark Gold Mines Ltd. assayed as high as 0.56 ounce Au per ton, 1.27 ounces Ag per ton, and 1.3% Cu.

Dunkin No. 2

A report by B. Vihonen for Northmark states the following: "A hole was drilled under the Dunkin No. 2 showing in order to obtain an unoxidized section of the shearing. This hole cut the shear from 8.7 feet to 13.3 feet and assayed a respectable 156.0 ounces Au per ton, 2.0 ounces Ag per ton and 2%Cu across 4.6 feet."

No. 2 vein

Two chip samples taken across the No. 2 vein by Connetricia Gold Mines Ltd. assayed 0.67 ounce Au per ton across 46 inches and 0.19 ounce Au per ton across 84 inches.

No. 2 vein

Northmark Gold Mines Ltd. obtained a drill hole intersection of 0.87 ounce Au per ton, 0.76 ounce Ag per ton and 1.48% Cu across 4.8 feet from a hole targeted on the No. 2 vein.

Tie-Line showing

Channel samples taken at the Tie-Line showing by Canadian Patricia Exploration Ltd. analyzed 685 ppb Au across 3 feet and 590 ppb Au across 1.5 feet. Samples taken from quartz veins at the Harbour showings analyzed as high as 1750 ppb Au.

Code

SK-3

Name	NORAMCO EXPLORATIONS INC., SKINNER TOWNSHIP OCCURRENCES

Map area

SKINNER TOWNSHIP

NTS	52N02NW and 52N07SW

LOCATION

The Noramco gold occurrences consist of 2 separate mineralized zones located in the northwest corner of Skinner Township.

Lac Mousseau

The Lac Mousseau zone, on mining claims KRL 954808 and 954847, is situated approximately 200 m northeast of Mousseau Lake.

Ruff Lake

The Ruff Lake zone is situated on mining claims KRL 954857 and 954861, about 600 m west of Mosier Lake.

DESCRIPTION

Regional Structures

The Noramco occurrences are situated within the east-northeast-trending Swain Lake deformation zone (Fyon and Lane 1986; Fyon and O'Donnell 1986).

Geology

Intermediate pyroclastic rocks are intercalated with mafic metavolcanic flows and minor metasediments of the Cycle II sequence (Thurston 1985). The metavolcanic rocks are intruded by gabbro dikes.

Ruff Lake

At the Ruff Lake zone, west of Mosier Lake, narrow northeast-trending mineralized shear zones are hosted by intermediate to felsic tuff. Wall rocks are strongly sheared and variably sericitized, carbonatized, biotitized, tourmalinitized and silicified.

Lac Mousseau

At the Lac Mousseau zone, east-trending stratabound sulphide mineralization occurs amongst mafic metavolcanic flows and intermediate pyroclastic rocks. A narrow northeast-trending shear zone intersects the sulphide mineralization. Host rocks are sericitized and contain minor amounts of tourmaline.

Mineralization

Ruff Lake

Gold mineralization at the Ruff Lake zone occurs within sheared intermediate pyroclastic rocks hosting minor quartz veins. The sheared wall rocks host disseminated arsenopyrite with minor galena. Quartz veins within the shear zone contain minor amounts of visible gold.

Lac Mousseau

At the Lac Mousseau zone, gold is associated with stratabound, disseminated to semi-massive sulphide mineralization consisting of pyrite, chalcopyrite and pyrrhotite. A northeast-trending shear zone which intersects the sulphide mineralization hosts disseminated arsenopyrite and minor quartz veins.

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OWNERSHIP AND DEVELOPMENT

1927	Belle Isle Mining Co. held mining claims in the vicinity of Mousseau Lake.

1928	Stripping was conducted on mining claims west of Mosier Lake.

1970	Selco Exploration Company Ltd. diamond drilled 3 holes totalling 1109.5 feet in the vicinity of the Lac Mousseau zone.

1987	Noramco Explorations Inc. conducted airborne and ground magnetic and electromagnetic surveys over the property as well as an induced polarization survey, prospecting, stripping, trenching, sampling and geological mapping.

1988

Noramco Explorations Inc. conducted airborne and ground magnetic and electromagnetic surveys over the property as well as an induced polarization survey and geological mapping; the company diamond drilled 2 holes totalling 509 m at the Ruff Lake zone and 4 holes totalling 662.1 m at the Lac Mousseau zone.

ECONOMIC FEATURES

Ruff Lake

A grab sample taken by Noramco Explorations Inc. from a quartz vein at the Ruff Lake zone assayed 1.14 ounces Au per ton.

A diamond drill hole targeted on the Ruff Lake zone by Noramco intersected 160 ppb Au and 210 ppb Au across l m intervals within a silicified tuff.

Lac Mousseau

Holes drilled by Noramco on the Lac Mousseau zone intersected 0.034 and 0.043 ounce Au per ton across 1.5 m intervals in one hole, and 0.042 ounce Au per ton across 1.5 m in a second hole.

Code

SK-4

Name	PRICE-LOGAN OCCURRENCE

Township

SKINNER TOWNSHIP

NTS

52N07SW

LOCATION

The Price-Logan occurrence is located near the northeast shore of Car Lake in the northwest corner of Skinner Township.

The occurrence is presently encompassed by 4 patented mining claims KRL 10869, 10870, 10871, and 10872 (formerly KRL 4743, 4742, 4693 and 4694) which adjoin the Bathurst Mine property situated west of Car Lake. The trenches and pits at the occurrence are situated at the northeast corner of patented mining claim KRL 10891 (formerly KRL 4693).

DESCRIPTION

Regional Structures

The Price-Logan occurrence is situated within the east-northeast-trending Swain Lake deformation zone (Fyon and Lane 1986).

Geology

Mafic, massive and pillowed metavolcanic flows of the Cycle II sequence (Thurston 1985) are intruded by coarse-grained gabbroic sills and by felsite dikes. Stratigraphy is north-trending and east-facing in the vicinity of the property.

The Price-Logan occurrence is approximately 1.6 km east of the contact between mafic metavolcanic rocks and granitic rocks of the Trout Lake batholith.

A 5 m wide shear zone striking 075 and dipping steeply to the north hosts gold mineralization at the Price-Logan occurrence. Mafic metavolcanic wall rocks within the shear zone are fissile, chloritized and talcose. Some wall rocks adjacent to the quartz veins have been silicified. The shear zone extends along the contact of a wide, sericitized, quartz porphyry dike.

Mineralization

Large pits and trenches have been sunk along a 1.5 m wide quartz-carbonate stringer zone within the shear zone. The discontinuous quartz-carbonate stringers are less than 20 cm wide and pinch and swell along strike. The quartz stringers contain minor amounts of disseminated pyrite, galena and fine visible gold. Sulphides are also disseminated amongst the sheared and altered wall rocks.

OWNERSHIP AND DEVELOPMENT

1926 Gold was discovered at Car Lake.

1927 The Price-Logan group of claims was acquired by Bathurst Mines Ltd.

1937 A portion of the Price-Logan group of claims was acquired by Gleemar Gold Mines Ltd.

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1972	Reported to be held by Exdeco Ltd.

ECONOMIC FEATURES

Six grab samples taken B.T. Atkinson from the trenches at the Price-Logan occurrence analyzed 660 ppb Au, 4820 ppb Au, 7430 ppb Au, 26 ppb Au, 45 ppb Au, and 0.54 ounce Au per ton (Geoscience Laboratories Section, Ontario Geological Survey, Toronto).

Sol D’Or Mine Option Agreement

Location and Logistics

Each of the properties is located in the Red Lake area of Northwestern Ontario, Canada, in the Patricia administrative district, NTS Mapsheet 52N, the property is centred near 51° 16' 35" N; 92° 31' 33" W. A location map is appended to this document.

Green Airways’ Poplar Grove fishing camp situated near the western end of Birch Lake, and lying ~100 km ENE of Red Lake. The Sol d’Or Property can be reached by traveling 7½ km S by boat to the South Bay of Birch Lake and over a short portage to Grace Lake and a further 4 km to the Sol d’Or site.

Gawley’s Little Beaver has a cabin on Grace Lake about 4 km east of the Sol d’Or area. Doug Gawley (807-222-333) indicates that the cabin was available August 25 to 28 and September 6 onward. The property lies 48 miles NNE of Kabeelo’s where room and board are available for $90 / day. Work needs to be scheduled to minimize conflict with their tourist business.

Title and Ownership

The properties are all unpatented mining claims in good standing with the Ontario Ministry of Northern Development, Mines and Foresty (MNDMF) registered to Perry English. Perry English has granted an option to Big Bear Mining which requires cash and stock payments, the terms of which are set out in the section entitled “Business”. In order to maintain ownership of the property Big Bear must maintain the option agreement in good standing and meet the work requirements of the MNDMF which are annual requirements calculated on the property size. On an annual basis the MNDMF requires eligible work to be carried out on the property with a cash value of CAD$41,200.

History

Company Year	Reference(s)	Description of Work
T.W. Bathurst Syndicate 1927		The original Sol D'Or claims were staked in 1927 for the T.W. Bathurst Syndicate. They were then taken over by the newly organized Rainbow Lake Gold Mining Company Limited in 1927, renamed Rainbow Lake Gold Mines Limited in 1932. A camp was erected and development of the mine site consisted of a small shaft 10.4 m deep. The claims lapsed.
Earl McDougall, 1932		Restaked property
T.W. Bathurst 1932-1933		Leased property from McDougall. A 3-ton Jack Nutt mill was installed Over the 1932 – 1933 winter 100 tons of were treated and $l,500 worth of gold was shipped to the mint in Ottawa.
Sol d'Or Gold Mines Limited 1935		Acquired property. Installed a 5 ton Straub Mill with amalgamation plates and concentrating table. Mining operations were almost exclusively confined to the open-cut veins. By July, 1935, ~400 tons of ore were milled yielding $7,500 worth of gold. Klatt (2002) estimated that the averaged mined grade was 1.11 ounce gold per ton. During this period a 164 foot deep, 3 compartment shaft and 1000 feet of lateral work were completed [mainly] on the 150’ level.
Midco Minerals Limited 1941	Tilsley, 1986 52N08SE0026	Held property. No work mentioned.
Selco 1969		South Bay Mine, Dent Township discovered.
Cyril Williams 1969		Cyril Williams held 5 claims covering a portion of the southern part of the Sol D'Or claim block, discovering the Williams Occurrence comprising an auriferous quartz vein in medium grained, carbonized gabbro (Parker, J.R. and Atkinson, B.T, 1992). Johns (1979) reported 0.27 opt Au from a grab sample quartz taken from a deep water filled pit.
Long Lac Mineral Expl. 1969	Firth 1969 52N08SE0056	Broad airborne magnetic and radiometric survey, flown on east-west lines, included the Sol D'Or area in NE corner.
Rhonda Copper ML 1974	Ogden 1976 52N07SE0047	IP survey over claims including the Sol d'Or mine area outlined two east-west trending anomalous zones. Additional IP in 1975. Geological mapping (1974) and 5 ddh (?)
Harry Shlesinger 1980	Shlesinger, 1980	Completed 18 holes; two near the Sol d'Or mine and 16 around the Cyril Williams gold showing ~1 km W of the Sol D'Or mine. One hole cut a sediment hosted pyrite (~3%) horizon.
Rand Hodgson	Hodgson 1985 52N08SW0053	Geology SE shore of Grace Lake opposite Sol d’Or.
Parflo Mines & Energy Corp 1986	Tilsley, 1986 52N08SE0026	Humus geochemical survey, geological mapping, VLF-EM, and magnetic surveys over the Sol D'Or property.
Kidd Creek ML / Falconbridge 1987-1989	Bosowec, 1987, Falconbridge, 1988, Hodges & Lutz, 1989	Drilled hole HO-1 and HO-2 ~40 m apart testing a conductor located near the center of the Sol D'Or property. HO-1 cut ≤55% pyrite and pyrrhotite in intermediate to felsic tuff and lapilli tuff. HO-2 cut two pyrite-pyrrhotite zones (l – 5% combined) hosted in intermediate agglomerate and lapilli tuff/agglomerate. Geological mapping, rock and soil geochemistry (Cu, Zn, Au) also completed.
Maple Minerals 1996	Patrie, 1996 52N07SE0013	Linecutting and an IP survey over the Sol D'Or property defining a chargeability anomaly along the southern part of the property and extending into Grace Lake.
Perry English 2001	Klatt, 2003	Staked and subsequently optioned the property to Red Lake Resources.
Fronteer Development 2002	Klatt, 2003 52N08SW2002	Dighem AEM & AMag Soil & MMI geochem Sampling Diamond drilling

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Present state of Property

This option was relinquished as of December 31, 2011.

Potential economic Significance

"This group of claims is situated in the western part of Grace Lake. The rocks are basalts, acidic tuffs, and a small body of diorite. Seven veins were examined; six lie in the central and northern part of claim KRL10790, and the last in the northeast corner of KRL10788.

No. l vein strikes N80°E, and dips 67°N. It is exposed continuously for 300 feet [90m], varies in width from 5 to 18 inches [13 to 46 cm], and is composed of a moderately coarse-grained, glassy, light grey quartz cemented by a finer quartz and siderite. In narrow sections considerable orthoclase occurs. A trace of gold was found.

No. 2 veins (sic) is about 400 feet [120m] long and lies 55 feet north of No. l and approximately parallels it, dipping 60 N. It cuts a small, dark grey diorite dike.

No. 3 vein is about 1000 feet [300m] long, strikes N70°E, and dips 45°N. At the west end it consists of a number of stringers about 2 inches [5cm] wide, which appear to be barren, but contain a small amount of tourmaline. A few chains east the vein is about 2 feet [0.6m] wide and follows the south or foot wall of a dioritic sill. The vein contains inclusions of the diorite, which, in turn, contains inclusions of the rhyolitic wall rock. A pit shows the vein to be about a foot [0.3m] wide in the diorite, which is about 6 feet [1.8m] wide. The cribbing obscures a deformation zone in which the east portion of the vein is offset 4 feet [1.2m] north. Several irregular quartz stringers occur in this zone and unite immediately to form the easterly continuation of the vein. The vein carries some fine pyrite as does the diorite hanging wall. In this section the J the vein is exposed almost continuously for a distance of 150 feet [45.7m]. Farther east it becomes a series of small stringers and also a vein breccia.

Vein Nos. 4, 5, and 6 are quite small and have been exposed for a length of only a few feet.

Vein No. 7 has been tested by several trenches and three pits over a length of 800 feet [240m]. At the west end of this vein is a rusty, carbonated silicified zone in chlorite schist, striking about S25°E and dipping about 80°S. The central part of the zone is a silicified yellowish" schist, slightly mineralized with fine pyrite and arsenopyrite. Two chains east, siderite stringers in schist are cut by minute quartz veinlets carrying pyrite. At the east end, a pit 20 feet [6m] deep shows at the bottom a shear zone 2 feet [0.6m] wide in a carbonated and silicified yellowish grey schist. Traces of chalcopyrite, pyrite, and arsenopyrite occur, and gold is reported from the pit. A 2½ foot [0.67m] chip sample taken from the bottom assayed one-tenth of an ounce gold."

Stevens Lake Option Agreement - Central/Goodall Claims

Location and Access

The property lies to the west and north of Woman Lake (figure 1). The reported showings lie around Stevens Lake, a small lake situated a kilometre east of Woman Lake (figure 2).

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Logging roads, extending northwards from the old South Bay Mine site, lie within two kilometres of the east property boundary, however, several small lakes and connecting creeks complicate access from this direction. Logging roads along the west side Woman Lake (Joyce and Spud roads) reach within 500 m of Shanty Bay on the SW side of the lake. This option requires a 50 km drive, half kilometre walk to the lake and a further 10 km up the lake to the property.

Kabeelo’s lodge (807-222-3246), lying ~20 km to southsouthwest on the westernmost tip of Confederation Lake, offers Beaver charters and accommodation, including meals. Docking may be problematic if there are significant southwesterly or westerly winds. Alternatively a boat and motor can be rented from Woman River Camp, a 10 km drive west of Kabeelo’s, (Paul & Debbie; Info@WomanRiver.com, Phone 807-221-6570 (party line) or cell 807-221-6570 (leave a message)). Estimated travel time is about 45 minutes. Numerous beaver slides on the east shore of Woman Lake opposite the showings provide convenient landing spots.

Cover comprises first growth black spruce with thick moss under cover with local areas of blow-down. Old stumps and occasional plastic pipe indicate areas of historic exploration activity which are obscured by second growth. Three of four showing areas sought were located with little difficulty, however, only one “shear” was located due to a thick moss cover.

Description of title

History

Holder Year	Reference(s)	Summary
Hurley Claims 1935	2.3754 OGS P1216	Earliest recorded exploration the Hurley Claims which include the current Goodall Property. Gold-bearing quartz veins and shears were found in the vicinity of Stevens and MacDonald Lakes. Visible gold and panned colours was noted in many cases. No assays reported.
Ben Rouillard 1939	2.3754 OGS P1216	Trenching and sampling of mineralized quartz veins and shears between MacDonald and Washagomis Lakes [to the east of the current property]. Visible gold was reported in all trenches Work focused on the "Kelly Vein", a shear zone, hosted quartz vein near a diorite-metavolcanic contact which was traced for 4,000’. Gold assays to 1.86 oz. gold per ton were reported.
Andy Hagar 1958	Private Files1	Mr. Hagar collected 12 mineralized rock samples from trenches and pits on the property. J. L. Morton (Madsen RL GML) reported: · 0.23 and 0.17 oz/T Au in two pyrite and arsenopyrite-bearing of dark sheared rock samples of assayed. gold per ton. Another sample rich in returned · 5.14 oz/T Au from a sample containing sphalerite and chalcopyrite. The remaining samples returned assays ranging nil to 0.12 oz. gold per ton. The showings are situated on current claims 509733 to 509734.
Madsen Red Lake Gold Mines Ltd 1958-1961	2.3754 Norton's Report	16 trenches or pits sunk on a “series of shears” over an 800’ strike length. This company carried out some sampling of trenches/pits as well as limited diamond drilling on claims KRL 509733, 734. Quartz veins up to 2 ft. thick were reportedly hosted by rhyolite or silicified metavolcanics. Arsenopyrite and pyrite are ubiquitous to the quartz. Twenty-three samples were collected of which 80% assayed on average 0.03 oz. gold per ton. The best chip-channel sample assayed 0.08 oz. gold per ton over 5.8 ft. (Pit. J). A grab sample of dump material near Pit D returned 0.15 oz. gold per ton. A 178-foot diamond drill hole in the area intersected 15 ft. of 0.046 oz. gold per ton. (Hole 1959-1). 8. Madsen Red Lake Mines also sampled a 6-foot wide shear zone in a trench on Claim KRL509737. Assays of 1.00 to 1.84 oz. gold per ton over narrow vein widths (2") and host rock (andesite) assays of 0.01 to 0.06 oz. gold per ton over widths of up to 0.8 ft. were reported.
Lionel Dion 1959	DDH 10 OGS P1216	3 DDH (480’); two located ~400 m. NE of Stevens Lake, the third NW of MacDonald Lake. The holes were drilled to test shears-quartz vein zones. Hole 2 intersected 9 ft. of sheared dacite mineralized with disseminated pyrite and arsenopyrite. In the same hole a 4-foot quartz-carbonate (vein) zone containing pyrite and arsenopyrite is reportedly hosted by rhyolite.
Falconbridge Nickel Limited 1969	63.2789, OGS P1216	A fixed wing AEM survey over the W½ of the property detected four low order EM-conductors; two attributed to the abandoned power line. Two in the NW reflect a gabbro-metavolcanic contact.
Falconbridge Nickel Limited 1971	2.406 OGS P.1216	Ground magnetics and Afmag-Aflec EM detected three conductors to the NW attributing them to: 1) graphitic argillite containing disseminated magnetite and/or pyrrhotite and 2) shear zones within magnetite-bearing andesite.
Minorex Limited 1980	2.3754	Mapping, resampling of trenches and pits, VLF-EM and mag surveys and diamond drilling on the entire current Goodall Property. Six gold-bearing shear zones were mapped in some detail.
Minorex Limited 1981	2.4674 2.4336 2.4176	Mapping and VLF extended over newly staked claims, and additional diamond drilling. Seven diamond drill holes (1,028’) various gold zones on the Hagar Option. Hole 6 (Zone 1) intersected 12.1 ft. of brecciated and carbonatized andesite, dacite which contained scattered quartz veining and 2 to 5% pyrite, arsenopyrite. The following assays were reported.
Inlet Resources Ltd. 1987-88	52N07SE9868	Related companies Inlet Resources , Western Pacific Energy and Noramco held a large property centred on Swain lake whose southern tip included the western part of the current property.

1 Morton, J.L. 1958 Report on Geological Examination on claims 41889 and 41891, Goodall Township" made available to Willoughby by Andy Hagar in February, 1987.

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Present condition

This option was relinquished as of December 31, 2011.

Existing or potential economic significance

ZONE 1 (on Claims KRL 509733, 34 and KRL 526683)

This zone has been exposed over a length of 3,800 feet by 16 trenches. In 1958, Madsen Red Lake GML drilled one hole under “Trenches A-D”, totalling 178 feet cutting the shear zone 60 feet below surface (0.046 oz/T Au over 15 feet). Between trenches A to K, the trend of the shear changes from an E-W strike west of trench D to N75°E between trench D-J and finally to N60°E east of trench J. The dip remains nearly vertical.

The shear is generally well silicified and locally, as in pit H and G, a silicified-feldspar zone reaches 13 feet wide and in pit J, the quartz-ankerite vein is six feet wide. Arsenopyrite and pyrite mineralization occurs throughout the shear, especially in the sheared andesite near the quartz veins or silicified sections. Arsenopyrite needles measuring 2 cm are present in pit L, 200 feet east of pit K.

Gold is found in all trenches but its grade is generally low (less than 0.05 oz/T). The highest gold values obtained seem to be closely related to the points of inflexion, that is, where the shear changes in direction, as in the vicinity of trenches D-E and of trench J. Three ore shoots, of unknown width and length are observed from surface sampling.

These are:

i) Trenches A and B area, over a 30 foot long (open to the west) and a possible width of at least six feet.

ii) Trenches D and E area, 75 feet east of (i), has a possible length of 60 feet and 15 feet breath. Hole 59-1 (Madsen, 19) cut 0.046 oz/T Au. over 15 feet.

iii) Trenches J and L area, of unknown extent but with a minimum width of six feet.

Five short diamond drill holes (G-80-1 to 5; 761’) were completed over a 1,300-foot strike length.

·	Hole G-80-1 intersected a 30 foot silicified shear (103 to 134 feet) zone which returned a 15 foot section at 0.06 oz/T Au.

·	Holes G-80-2, 3 and 4 intersected the shear zone, but with no or only low values and narrow sections of gold bearing rock.

Hole G-80-5 intersected a carbonated shear zone from 91 to 109 feet with up to 201 sulphides (pyrite and minor arsenopyrite). This zone assayed only trace of gold. A section, from 135 to 201 feet is characterized by narrow shear zones and quartz-carbonate veins with minor pyrite. A 22 inch section returned .05 oz/T Au at 159 feet.

-30-

The results obtained from these five holes give only an objective comprehension of the gold occurrences in this zone, which seems to be controlled by the degree of silicification and of sulphide content.

ZONE 2 (On common boundary of Claim KRL 509733-34)

This zone is only exposed in two trenches covering an area of approximately 50 feet. It is located 500 feet north of Zone 1 and is very similar in nature.

The shear zone is three feet wide and is almost completely replaced by a quartz-ankerite vein. The host rock is a coarse grained andesite with 3-5% pyrite and minor pyrrhotite, chalcopyrite, sphalerite and galena.

Interesting gold and silver values have been obtained from two grab samples.

ZONE 3 (On Claim KRL 509737)

This zone is exposed at two localities by trenches for a strike length of 1,000 feet. The shear varies in strike from N62° to 72°E and dips from 70 to 85°N. The zone consists of schistose, friable, fine grained andesite and spherulitic andesite with several quartz-ankerite veins varying from l inch to over one foot wide.

Hole 59-7 of Madsen was drilled to test this vein at a depth of 25 feet below surface. J.L. Morton (Madsen Red Lake GML) reported that a six-foot wide shear zone was exposed in the trench. Quartz veining on the shear contact assayed from 1.00 to 1.84 oz/T Au over approximately 2 inches while the sheared andesite assayed 0.01 oz/T Au. The best values obtained in hole 59-7 was 0.06 oz/T Au over 9 inches.

ZONE 4 (On Claim KRL 509739)

This zone is the west extension of the Ben Rouillard showing. (Refer to sketches 3 and 4). The zone has been followed for 1,100 feet on strike by trenches. The strike varies from N82°E to S80°2 and dips from 77°N to vertically. The zone consists of sheared andesite varying from 2.5 to 5 feet wide with several narrow quartz stringers containing from 5 to 25% sulfides (pyrite-arsenopyrite).

ZONE 5 (On Claim boundary of KRL 509738 and KRL 526684)

A 100 foot long by one foot wide shear zone in fine grained, dark green, carbonatized intermediate andesite is exposed for approximately 40 feet by trenches. In the trenches, a 3 inch quartz vein, at its maximum width, is well mineralized with fine grained sphalerite, galena and free gold. It seems the previous work here involved some high-grading.

The shear strikes N64°E and dips vertically to 70°S. To the northeast, the quartz vein splits into several quartz stringers. To the southwest, the shear lies under the overburden.

Zones 3 and 5 are on strike to each other, and the possibility of them being the same should be investigated.

ZONE 6 (On Claim KRL 526684)

This 5 to 8 foot wide sheared andesite-rhyolite zone strikes N60-66°W and dips 60°NE. The shear includes 5-8% sulphides and quartz veins and silicified sections. To the northwest, a one foot offshoot of the main shear has been stripped and exposed several quartz stringers.

The gold values are common to the shear as a whole (6-8 feet) and is consistent over a length of at least 50 feet.

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Rattlesnake Hills

The Location and Access to the property.

The Rattlesnake Hills Property is located 50 miles (80 km) west of Casper, Wyoming; the Property is accessed by driving 65 miles (104 km) west from Casper on State Route 220, then north between 12 and 20 miles (20 to 30 km) on the Dry Creek county road to various parts of the Property.

The Property is comprised of a number of separate claim and lease blocks totaling approximately 9,240 acres located in various parts of T 31 N, R 88 W; T 32 N, R 86 W; T 32 N, R 87 W; and T 32 N, R 88 W, all of the Sixth Principal Meridian (Figure 1) as described in Tables 1 and 2 below. The center of the Property which forms a broad, arcuate pattern is approximately centered at Universal Transverse Mercator (UTM) coordinates 310000 N, 4732500 E, Zone 13, 1927 North American Datum (NAD27), Continental United States. The Barlow Gap, Blackjack Ranch, Garfield Peak, Saddle Rock, and Stinking Water Creek 7 1/2’, 1:24,000 scale topographic map sheets of the United States Geological Survey cover the Property. All these 7 1/2’ topographic map sheets fall within the Rattlesnake Hills 1:100,000 topographic sheet of the USGS.

Description of title

The properties consist of 452 Federal Lode Mining Claims with exclusive mineral rights as defined in the amended U.S. Mining Law of 1873. All claims are located on U. S. public lands administered by the BLM, except for:

The BM claim block (12 claims) and the DC claim block (34 claims) which is located on split estate land where the surface is owned by Mr. Charles Sylvester, Circle Bar Ranch, Inc., PO Box 607, La Salle, CO 80605. Mineral rights for these properties have been obtained by John W. Glasscock, PO Box 2498, Laramie, WY 82073.

·	The RR claim block (12 claims) which is located on split estate land where the surface is owned by Sandra D. Spano, Trustee, 2090 E. 104th Ave., Thornton, CO 80233. Mineral rights for these properties have been obtained by John W. Glasscock, PO Box 2498, Laramie, WY 82073.

·	The MF claim block (18 claims) which is located on split estate land where the surface is owned by Jerry D. Street, PO Box 1013, Glenrock, WY 82637. Mineral rights for these properties have been obtained by John W. Glasscock, PO Box 2498, Laramie, WY 82073.

Big Bear Mining optioned the mining properties from John W. Glasscock as described in an agreement dated July, 7, 2010. Big Bear has an option to earn a 100% interest by spending $3,600,000.00 on exploration over three years and the issuance of 3.0 M shares. The optionor also maintains a 2% Net Smelter Return. Big Bear is obligated to maintain the status of claims and leases through filing appropriate documentation and remitting rent to the US Bureau of Land Management and the Wyoming State Land Department annually.

The terms for the work commitment were amended on July 19, 2011, whereby the second year’s work commitment of $1,200,000 was extended by 90 days to October 31, 2012, and the first year commitment was reduced to $652,724. In relation with the amendment 1,500,000 shares of the Company’s common stock were authorized for issuance to Mr. Glasscock on August 11, 2011, with a fair value of $100,500.

BLM Rent

·	Rent on mining claims registered with the BLM is due by September 1 annually, as shown below:

·	2010 – 2011 452 claims $140/claim $63,280

·	2011 – 2012 452 claims $140/claim $63,280

·	2012 – 2013 452 claims $140/claim $63,280

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Wyoming State Leases

State of Wyoming Gold, Silver and Precious Metals Lease numbers 0-42519 and 0-42520 are paid annually at a rate of $1 per acre for years 1 – 5 ($200.00 total per year) and $2 per acre in years 6 – 10 ($400.00 total per year). Annual rentals are payable in advance for the first year and each year thereafter. No notice of rent due will be sent, however if no rent is received in the Wyoming Office of State Lands and Investments, a notice of default will be sent and a penalty of $.50 per acre will be assessed.

The royalty rate for gold, silver, diamonds and other precious metals and minerals will be determined by agreement between the Board of Land Commissioners and the lessee prior to conducting commercial mining operations.

Reclamation to re-establish native grasses, forbs and shrubs and a final reclamation to achieve cover, species composition and life form commensurate with the surrounding plant community or desired condition is required. Land owners should be consulted on desired plant mix on private lands. All activity may be subject to less restrictive stipulations on a case-by-case basis.

History

The Rattlesnake Hills were prospected in the late 1800s and early 1900’s when a number of pits and shallow workings were dug. Not much of interest was found, as no mining district was ever organized in this are, nor were the Rattlesnake Hills included in any other mining district.

Modern prospecting activity in the Rattlesnake Hills began in 1982 when anomalous gold was found associated with sulfide hosted in a metachert exhalite at the Lost Muffler prospect along UT Creek by a Wyoming State geologist (Hausel and Jones, 1982). Gold was also found in quartz veins, breccias, and stockworks hosted in Archean rocks. Later investigations found Tertiary volcanic rocks and breccias to be gold‐bearing also. According to Hausel (1996) several companies investigated gold potential in the Rattlesnake Hills after 1982 but only two, Newmont Exploration (“Newmont”) and American Copper and Nickel (“ACNC”) continued with sustained exploration programs leading to drill testing. Between 1983 and 1987 ACNC is reported to have drilled 9825 ft. in 32 drill holes. Newmont completed 14 drill holes totaling 10,705 ft between 1993 and 1995. By the end of Newmont’s interest in the Rattlesnake Hills, a low grade, non‐compliant “resource” had reportedly been outlined (Hausel, 1996).

It is believed that virtually all the work including drilling was confined to the area where claims and leases are now held by Evolving Gold Corp. It is unknown whether any of the geochemical sampling completed by ACNC or Newmont occurred on ground now under option to Big Bear Mining.

Glasscock optioned the properties to Crescent Resources in August, 2009. Crescent completed a preliminary work program consisting of reconnaissance geology and sampling, orientation soil sampling, and stream sediment and ground magnetic surveys on parts of the property.

In the 1950’s the igneous petrology of the Tertiary alkaline and calc‐alkaline plugs in the Rattlesnake Hills was investigated first by Carey (1954, 1959) and later by Pekarek (1974, 1977), both of whom were graduate students at the University of Wyoming, Laramie. More recently Hoch and Frost (1993) described the igneous petrology of nearly 50 mid‐Tertiary sills, dikes, stocks, and plugs in the Rattlesnake Hills. In 1994 G. Langstaff of the Colorado School of Mines, Golden, Colorado conducted geologic mapping as a graduate student. This work led to publication of several maps by the Wyoming State Geological Survey (WSGS) (see Langstaff, 1994a, 1994b, 1994c, and 1994d).

Beginning in 1982 the Wyoming State Geological Survey (WSGS) investigated the potential for gold mineralization in the Rattlesnake Hills as part of regional work funded by the University of Wyoming’s Mining and Mineral Resource and Research Institute (Hausel and Jones, 1982). In 1992 and 1993 supracrustal rocks and Tertiary volcanic and subvolcanic rocks of the Rattlesnake Hills were geologically mapped by the WSGS (Hausel, 1996). At the same time, reconnaissance and prospect rock geochemical sampling was conducted. Most of the samples were collected south of the Crescent Property but at least one sample was collected on ground now part of the RHN Property. WSGS compilations of regional geologic mapping of the Rattlesnake Hills were initially published by Hausel and Sutherland (2003) and more recently a geologic map of the Barlow Gap Quadrangle (see Figure 1 for location) was completed in cooperation with the US Geological Survey (Sutherland and Hausel, 2005).

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Present Condition

The registrants plans for the Rattlesnake Hills claims in 2012 are to conduct additional soil sampling and build on the 2010 drill program.

Existing or potential economic significance

The Rattlesnake Hills Properties were initially acquired because they ground encompass what was thought to be geologically similar to rocks hosting the historic Newmont showing and then emerging news released by Evolving Gold.

Crescent Resources conducted a reconnaissance – level exploration program September – November, 2009 focusing primarily on the DC, SR, QL, and BG claim blocks.

Significant indicators of interest include rock and soil sample geochemical anomalies.

DC Claims

The DC claims encompass three large and three smaller Eocene – aged phonolite intrusives and one trachyte intrusive emplaced into Archean suprucrustal rocks. Contacts are covered by extensive talus and alluvial areas in most cases. Reconnaissance rock samples were collected. Three volcanic breccia samples thought to possibly represent diatreme contained 32 ppb to 42 ppb Au. An additional sample of Archean metabasalt limonitic fault breccia contained 452 ppb Au. Two soil geochemistry lines (43 samples) identified two anomalous Au intervals with samples containing up to 27 ppb and 43 ppb Au.

BG Claims

The BG claims encompass a quartz latite intrusive complex intruded into Archean – aged granitic gneiss.

Twenty-nine reconnaissance rock samples were collected. Two samples contained 25 ppb and 30 ppb Au, four samples contained values between 0.5 ppm and1.3 ppm Ag, four samples contained 2.8 ppm to 7.7 ppm Ag, and three more samples contained 16.3 ppm to 58.3 ppm Ag. Five of these samples also were enriched in Pb (87 ppm – 507 ppm) and zinc (192 ppm – 909 ppm). Anomalous Ag (+/- Pb+Zn+Au) samples were collected from weakly to moderately silicified quartz latite porphyry along two structural zones.

QL Claims

The QL claims cover approximately 2,000 acres and encompass an area where two regional faults intersect, the northeast trending UT Creek Fault and the East trending North Granite Mountain Fault. A quartz latite stock is intruded along the UT Creek Fault. Rock samples were collected from iron-oxidized, fractured metabasalts and graywackes lying adjacent to UT Creek including the western edge of the quartz latite stock. Forty six reconnaissance rock samples were collected from the claim block; One sample from an easterly trending fault contained 739 ppb Au and three samples collected adjacent to the quartz-latite stock contained gold values of 234, 56, and 28 ppb Au. Anomalous Cu values were widespread; 19 samples contained greater than 60 ppm including seven samples ranging from 248 ppm to 776 ppm, three samples ranging from 1,225 ppm to 3,470 ppm and three more containing values from 14,550 ppm to 33,370 ppm copper.

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Lewiston Claims

The Location and Access to the property.

Access to the property is by Wyoming Highway 28 south from Lander for thirty miles then southwest on a gravel road to Atlantic City, a distance of 3 miles. From Atlantic City travel east on County Road 511 eleven miles to Lewiston.

The property is comprised of 175 unpatented claims and 3 patented mining claims owned by Golden Predator and 8 patented claims and 10 unpatented claims held under lease by Golden Predator at Lewiston. In addition, the Company staked 78 federal mining claims in 2011. Lewiston is located in the south half of T29N, R99W and the north half of T28N, R99W of the 6th Principal Meridian in Fremont County, Wyoming.

Title and Ownership

Big Bear Mining has an option to acquire 100% ownership in 175 unpatented claims and three patented claims under the terms of agreement dated March 29, 2011. Terms of the four-year earn-in are $200,000 in cash, 1.1 million shares of Big Bear Mining common stock, and $1.0 million in exploration expenditures. There is a NSR (Net Smelter Royalty) tied to gold prices and capped at 5%. Big Bear also has eight patented claims and 10 unpatented claims under lease. Big Bear is obligated to maintain the status of claims and leases through filing appropriate documentation and remitting rent to the US Bureau of Land Management and the Wyoming State Land Department annually.

Wyoming State Leases

History

The Lewiston gold district is of a type of gold occurrence called a greenstone shear zone hosted vein deposit. These deposits have been prolific gold producers throughout the world. Archean rocks in Wyoming are exposed due to large scale Laramide faulting that created the Wind River Mountains to the north of Lewiston. Gold was discovered at South Pass (7 miles to the west) in the 1867 and at Lewiston in 1895. There is no documented gold production from the district but reports and newspaper articles describe gold in quartz veins with some workings (Hidden Hand) having spectacular ore specimens. A total of 200,000 ounces may have been mined from the Lewiston district.

The Lewiston district has not been drilled. The only drill program of substance was carried out by The Anaconda Company in the early 1970’s at South Pass on the Carissa Mine. Of note is that every Anaconda drill hole encountered gold mineralization, with the average grade 0.20 ounce per ton.

The Lewiston mining district occurs within a complex sequence of Archean, volcano-sedimentary rocks, exposed along the southeastern margin of the Wind River Mountains. Regional mapping has subdivided the stratigraphy into three groups that define a major synform, trending northeast and plunging gently to the southwest. Lewiston occurs on the eastern limb of the regional synform.

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Auriferous quartz veins are hosted in shear zones within a thick, greywacke sequence of the Miners Delight Formation, often at the contact with heterogeneous amphibolite units. These concordant amphibolites are in part, igneous bodies and in part, interlayered, metamorphosed, chemical and clastic sediments.

Previous workers at Lewiston have identified two gold targets from surface exposures of shear zones. 1.) Mulit-stage quartz veins 1.5 to 2.5 meters in width with strike lengths of 30 to 150 meters and grades of 3 to 22 grams of gold per tonne and 2.) disseminated gold in shear zones as demonstrated by US Borax’s work at the Ruby Mine Wolf ?where sampling yielded 8 meters at 3.6 g/t gold.

Multi-staged quartz veins were mapped by Anaconda and at least four events are recognized:

·	Initial quartz veining may be present that pre-dates the earliest deformation.

·	Close folding, locally isoclinal, of quartz veins and host sediments; axial planar to the dominate north east foliation.

·	Renewed shearing and emplacement of foliation parallel quartz veins.

·	A final shearing event, slivering the foliation parallel veins.

Anaconda concluded that available data suggested the highest gold values are associated with quartz fissure veins in areas that have been affected by late-stage, brittle deformation.

Vein mineralization is simple with quartz dominate and accompanied by accessory biotite, apple green epidote, sericite, and limonite after sulfides.

The Wolf mine, under lease by BBMC was sampled by US Borax in 1984 and results showed a composite zone 8 meters wide that averaged 3.6 g/t gold. Surface sampling and mapping extended the shear for 800 meters along strike. Gold occurs as quartz stringers in a meta-greywacke exposed in numerous pits and near the shaft collar.

Golden Predator’s processor company Energy Metals completed a drilling application with the BLM to drill the Wolf claims in 2005 but did not complete the project.

Present state of Property

The Company's plans for 2012 for Lewiston is to conduct further geologic mapping and sampling, geophysics, and to initiate a drill program by year end.

Potential economic Significance

Lewiston is the rare gold property in that it has not been drill tested and hosts gold in a setting that has produced many gold deposits (Archean shear zone hosted – see attached paper). The historical gold workings on the property are good initial drill targets – this is a drill ready property with excellent access in a mine friendly state.

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Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. Mining Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Through February 22, 2011 our common shares were quoted on the OTCBB under the symbol “BGBR.” Effective February 23, 2011 our common shares are quoted on the OTCQB under the same symbol. The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board(1)
Quarter Ended	High	Low
December 31, 2011	$0.072	$0.02
September 30, 2011	$0.09	$0.05
June 30, 2011	$0.10	$0.07
Mach 31, 2011	$0.146	$0.08
December 31, 2010	$0.16	$0.06
September 30, 2010	$0.24	$0.205
June 30, 2010	$1.75	$0.18
March 31, 2010	$0.77	$0.01
December 31, 2009	$N/A(2)	$N/A(2)

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2) No trades occurred during this period.

Our common shares are issued in registered form. Empire Stock Empire Stock Transfer Inc., 1859 Whitney Mesa Dr Henderson, NV 89014 (Telephone: (702) 818-5898; Facsimile: (702) 974-1444) is the registrar and transfer agent for our common shares.

On April 20, 2012, we had 23 registered shareholders and 120,263,632 common shares outstanding.

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Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We have not approved or adopted any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2011.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2011.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 10 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

The following information should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

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Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2011 and 2010.

Our operating results for the years ended December 31, 2011 and 2010 are summarized as follows:

	Year Ended December 31
	2011			2010
Revenue	$	Nil		$	Nil
Expenses	$	1,348,377		$	1,992,338
Net Loss	$	(1,348,337	)	$	(1,991,515	)

Expenses

Our total expenses for the years ended December 31, 2011 and December 31, 2010 are outlined in the table below:

	Year Ended December 31, 2011		Year Ended December 31, 2010
Expenses:
General and administrative	$	314,031	$	276,589
Consulting and management		489,107		775,076
Mineral exploration		381,839		940,673
Impairment of mining properties		163,400		-
Total expenses	$	1,348,377	$	1,992,338

Expenses during the year ended December 31, 2011 decreased to $1,348,377 from $1,992,338 during the same period in 2010. The decrease was due to consulting and management fees, and exploration expense.

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter. Interest income during the year ended December 31, 2011 is $40 vs. $823 in 2010.

Liquidity and Financial Condition

Working Capital
	At December 31, 2011			At December 31, 2010		Increase/ Decrease
Current Assets	$	5,993		$	302,032	$	(296,039	)
Current Liabilities	$	184,434		$	118,345	$	66,089
Working Capital (deficit)	$	(178,441	)	$	183,687	$	(362,128	)

Cash Flows
	Year Ended December 31, 2011			Year Ended December 31, 2010
Net Cash Used in Operating Activities	$	(724,088	)	$	(1,434,546	)
Net Cash Used in Investing Activities	$	(52,000	)	$	(295,920	)
Net Cash Provided by Financing Activities	$	555,500		$	1,950,000
Net Change in Cash During the Period	$	(220,588	)	$	219,534

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We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through draw downs from equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2011, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operative revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations. The factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. We will be required to raise additional capital over the next twelve months to meet our ongoing expenses.

Plan of Operation and Cash Requirements

Estimated Net Expenditures During the Next Twelve Months

We intend to conduct exploration activities on our newly optioned properties over the next twelve months. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

Specifically, we estimate our operating expenditure requirements for the next 12 months to be as follows:

Estimated Funding Required During the Next 12 Months
Expenditures	Amount
General and administrative	$	125,000
Future property acquisitions	$	0
Exploration costs	$	2,000,000
Property payments	$	80,000
Total	$	2,205,000

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, over the next 12 months to pay for our ongoing expenses. These expenses include general and administrative, exploration costs, property payments and future property acquisitions. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

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The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

As of December 31, 2011, our company has accumulated losses of $3,396,120 since inception, has negative working capital of $178,441 and has earned no revenues since inception. We intend to fund operations through equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the year ending December 31, 2012. The ability of our company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Please see our audited financial statements include all critical accounting policies.

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Recent Accounting Pronouncements

Management does not expect the future adoption of any recently issued accounting pronouncement to have a significant impact on its financial position, results of operations, or cash flows.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

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LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Big Bear Mining Corp.

(An Exploration Stage Company)

Tempe, Arizona

We have audited the accompanying balance sheets of Big Bear Mining Corp. (the “Company”) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years then ended and for the period from April 14, 2005 (inception) through December 31, 2011. 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 about 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Big Bear Mining Corp. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended, and for the period from April 14, 2005 (inception) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as a going concern. The 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP

Houston, Texas

April 16, 2012

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BIG BEAR MINING CORP
(An Exploration Stage Company)
BALANCE SHEETS

	December 31			December 31
	2011			2010

ASSETS

CURRENT ASSETS
Cash	$	263		$	220,851
Restricted cash		-			54,200
Prepaid expense		5,730			26,981
TOTAL CURRENT ASSETS		5,993			302,032

Property and equipment, net of depreciation		985			2,445

MINING PROPERTIES		567,000			538,000


TOTAL ASSETS	$	573,978		$	842,477

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	25,373		$	8,412
Accounts payable-related party		153,561			109,933
Note payable - related party		5,500			-
TOTAL CURRENT LIABILITIES		184,434			118,345

Other liability		23,615			23,615

TOTAL LIABILITIES		208,049			141,960

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 300,000,000
shares authorized; 100,863,632 and 81,890,000, issued
and outstanding, respectively		100,864			81,890
Additional paid-in capital		3,661,185			2,666,410
Deficit accumulated during the exploration stage		(3,396,120	)		(2,047,783	)
TOTAL STOCKHOLDERS' EQUITY		365,929			700,517

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		573,978			842,477

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

-44-

BIG BEAR MINING CORP
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS


							Inception
	Year Ended			Year Ended			through
	December 31			December 31			December 31
	2011			2010			2011


REVENUES	$	-		$	-		$	-

EXPENSES
General and administrative		314,031			276,589			645,888
Consulting and management		489,107			775,076			1,264,183
Mineral exploration		381,839			940,673			1,323,512
Impairment of mining property		163,400			-			163,400
Total Expenses		1,348,377			1,992,338			3,396,983

LOSS FROM OPERATIONS		(1,348,377	)		(1,992,338	)		(3,396,983	)

OTHER INCOME
Interest income		40			823			863
Total Other Income		40			823			863


NET LOSS	$	(1,348,337	)	$	(1,991,515	)	$	(3,396,120	)




BASIC AND DILUTED NET LOSS PER SHARE	$	(0.02	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		89,560,086			99,424,027

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

-45-

BIG BEAR MINING CORP
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

							Additional
	Common Stock						Paid-in			Accumulated
	Shares			Amount			Capital			Deficit			Totals

Balance, December 31, 2007		138,950,000		$	138,950		$	(94,150	)	$	(26,160	)	$	18,640

Net loss		-			-			-			(13,516	)		(13,516	)

Balance, December 31, 2008		138,950,000			138,950			(94,150	)		(39,676	)		5,124

Net loss		-			-			-			(16,592	)		(16,592	)

Balance, December 31, 2009		138,950,000			138,950			(94,150	)		(56,268	)		(11,468	)

Common stock issued for cash		4,000,000			4,000			1,946,000			-			1,950,000

Common stock issued for mineral properties		1,040,000			1,040			243,960			-			245,000

Common stock issued for services		4,650,000			4,650			503,850			-			508,500

Cancellation of common stock		(66,750,000	)		(66,750	)		66,750			-			-

Net loss		-			-			-			(1,991,515	)		(1,991,515	)

Balance, December 31, 2010		81,890,000			81,890			2,666,410			(2,047,783	)		700,517

Common stock issued for services		4,950,000			4,950			311,390			-			316,340

Common stock issued for cash		11,916,667			11,917			538,083			-			550,000

Common stock issued for mineral properties		1,873,333			1,873			138,527			-			140,400

Common stock issued for accounts payable		233,632			234			6,775			-			7,009

Net loss		-			-			-			(1,348,337	)		(1,348,337	)

Balance, December 31, 2011		100,863,632		$	100,864		$	3,661,185		$	(3,396,120	)	$	365,929

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

-46-

BIG BEAR MINING CORP
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
							Inception
	Year Ended			Year Ended			through
	December 31			December 31			December 31
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,348,337	)	$	(1,991,515	)	$	(3,396,120	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		1,460			475			1,935
Stock issued for services		316,340			508,500			824,840
Impairment of mineral claims		163,400			-			163,400
Changes in operating assets and liabilities:
Restricted cash		54,200			(54,200	)		-
Prepaid expenses		21,251			(26,981	)		(5,730	)
Accounts payable		23,970			(3,878	)		32,382
Accounts payable-related party		43,628			109,438			153,066
Other liability		-			23,615			23,615

Net cash used by operating activities		(724,088	)		(1,434,546	)		(2,202,612	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(2,920	)		(2,920	)
Purchase of mineral properties		(52,000	)		(293,000	)		(345,000	)
Net cash used by investing activities		(52,000	)		(295,920	)		(347,920	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		5,500			-			5,995
Common stock issued for cash less financing fees		550,000			1,950,000			2,544,800
Net cash provided by financing activities		555,500			1,950,000			2,550,795

NET CHANGE IN CASH		(220,588	)		219,534			263


CASH, BEGINNING OF PERIOD		220,851			1,317			-


CASH, END OF PERIOD	$	263		$	220,851		$	263

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for acquisition of mineral property	$	140,400		$	245,000		$	385,400
Common stock issued for accounts payable	$	7,009		$	-		$	7,009

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

-47-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Nature of Business

Big Bear Mining Corp. ("Big Bear" or the “Company”) was incorporated in Nevada on April 14, 2005. Big Bear is a gold and mineral exploration company which engages in acquiring, exploring and evaluating mineral properties and is currently focused on its mineral property interests located in northern Ontario, Canada and the state of Wyoming. The company is in the exploration stage and has earned no revenues from its mining properties or claims.

Going concern

Big Bear's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Big Bear has incurred net losses of $3,396,120 since inception. This condition raises substantial doubt about Big Bear's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

The business of exploring for gold and other minerals involves a high degree of risk and there can be no assurance that planned exploration and development programs will result in profitable mining operations. The recoverability of amounts shown for mineral properties and the Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing to complete their development, and/or the realization of proceeds from the sale of one or more of its properties.

Big Bear is working to secure additional financing to fund its mineral exploration and development activities and to meet its obligations and working capital requirements over the next twelve months.

There are no assurances that Big Bear will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support Big Bear's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, Big Bear will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Big Bear. If adequate working capital is not available Big Bear may be required to curtail its operations.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

Exploration Stage Company

The Company complies with Accounting Standard Codification (“ASC”) 915 for its characterization of the Company as an Exploration Stage Company.

-48-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC 830, ‘‘Foreign Currency Matters’’, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Mineral Interest

Mineral property acquisition costs are capitalized in accordance with ASC 930. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company’s current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

Environmental Costs

The Company is engaged in mineral exploration and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of mining site. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure such a violation could fall upon the Company. During the years ended December 31, 2011, and December 31, 2010 the Company recorded estimated environmental restoration costs as other liability.

Asset Retirement Obligations

The Company is engaged in mineral exploration and may become subject to certain liabilities as they relate to environmental cleanup of drilling sites.

The Company accounts for asset retirement obligations in accordance with ASC 410-20, Asset Retirement and Environmental Obligations. The asset retirement obligations represent the estimated present value of the amounts expected to be incurred to plug, abandon, and re-mediate the producing properties at the end of their productive lives, in accordance with state laws, as well as the estimated costs associated with the reclamation of the surrounding property. The Company determines the asset retirement obligations by calculating the present value of estimated cash flows related to the liability. The asset retirement obligations are recorded as a liability at the estimated present value as of the asset’s inception, and as exploration costs.

The estimated liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of the mining property, and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations. Revisions to the asset retirement obligations are recorded with an offsetting change to exploration costs. Because of the subjectivity of assumptions, the costs to ultimately restore the Company’s site may vary significantly from prior estimates.

-49-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Use of Estimates

The preparation of financial statements in conformity generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period. Actual results may differ from those estimates.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding during the periods has been retroactively restated to reflect a forward stock split of 50 shares for 1 share, effective January 21, 2010.

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Financial Instruments

As of December 31, 2011, the Company's financial instruments consist primarily of cash and restricted cash. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Fair value of financial instruments

Under the Financial Accounting Standards Board (FASB”) issued Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

	-	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
	-	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

The Company’s Level 1 assets primarily include cash, cash equivalents and restricted cash. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts payable, amounts due to related parties, and shareholder loans, approximate their fair values due to the immediate or short-term maturities of these financial instruments. We have no level 2 or 3 assets or liabilities.

-50-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Newly Adopted Accounting Pronouncements

Management does not expect the future adoption of any recently issued accounting pronouncement to have a significant impact on its financial position, results of operations, or cash flows.

NOTE 3 – MINERAL PROPERTIES

Red Lake Properties, Ontario, Canada

Rubicon Option Agreement

Effective April 1, 2010, the Company entered into a property purchase option agreement (the “Rubicon Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”) for the right and option to acquire from Rubicon up to 100% interest in a total of 14 mining claims (the “Rubicon Claims”) in the Red Lake Mining Division of Northwestern Ontario, Canada. Considerations for the 100% interest are as follows:

-	Initial cash payment of $20,000 (paid);
-	Cash payment of $15,000 (paid) and issuance of common shares of the Company valued at $30,000 on April 1, 2011 (333,333 shares approved for issuance on April 5, 2011, valued at $0.09 per share which was the closing trading price on March 31, 2011);

-	Cash payment of $20,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2012;
-	Cash payment of $25,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2013; and

-	Cash payment of $30,000 on April 1, 2014.

In accordance with the Rubicon Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000.

The Rubicon Option Agreement was relinquished and an impairment charge of $65,000 was recorded as of December 31, 2011.

Sol d’or Option Agreement

Effective April 11, 2010, the Company entered into a property purchase option agreement (the “Sol d’or Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”), whereby the Company is entitled to acquire from Rubicon up to 100% interest in nine claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $16,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $15,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 11, 2011 (approved for issuance on April 11, 2011, valued at $2,000);

-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2012;
-	Cash payment of $25,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2013; and

-	Cash payment of $35,000 on April 11, 2014.

-51-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

In accordance with the Sol d’or Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000. The Sol d’or Option Agreement was relinquished and an impairment charge of $62,200 was recorded as of December 31, 2011.

Stevens Lake Option Agreement

Effective April 13, 2010, the Company entered into a property purchase option agreement (the “Stevens Lake Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”), whereby the Company is entitled to acquire up to 100% interest in three claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the Property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $7,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $12,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 13, 2011 (approved for issuance on May 5, 2011, valued at $1,400);

-	Cash payment of $15,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2012;
-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2013; and

-	Cash payment of $30,000 on April 13, 2014.

In accordance with the Stevens Lake Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000. The Stevens Lake Option Agreement was relinquished and an impairment charge of $36,200 was recorded as of December 31, 2011.

From April 1, 2010 (inception of the first Red Lake option agreement) to December 31, 2011, the Company incurred total exploration costs of $181,346 on the three Red Lake mineral interests, which met the work commitments required by the government of Ontario.

Rattlesnake Property, Wyoming, USA

Rattlesnake Hills Option Agreement

Effective August 2, 2010 the Company entered into a property purchase option agreement (the “Rattlesnake Hills Option Agreement”) with John Glasscock, a director of the Company, whereby the Company is entitled to acquire up to 100% interest in 452 mineral claims located in Natrona County, Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Initial cash payment of $250,000 (paid);
-	Issuance of 1,000,000 shares of the Company’s common stock within 30 days of the agreement (issued);

-	Issuance of second 1,000,000 shares of the Company’s common stock on or before the first anniversary of the agreement (approved and issued on August 11, 2011, valued at $67,000)
-	Issuance of third 1,000,000 shares of the Company’s common stock on or before the second anniversary of the agreement;

-	Payments for all property costs which include annual lease payments estimated at $63,000 required by the State of Wyoming (2010 payments were made. 2011 payments were made).

-52-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

In accordance with the Rattlesnake Hills Option Agreement, Mr. Glasscock retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000.

The work commitment on Rattlesnake Hills Property in accordance with the Option Agreement is $800,000 during the first year, $1,200,000 by August 2, 2012 and $1,600,000 by August 2, 2013. The terms for the work commitment were amended on July 19, 2011, whereby the second year’s work commitment of $1,200,000 was extended by 90 days to October 31, 2012, and the first year commitment was reduced to $652,724. In relation with the amendment 1,500,000 shares of the Company’s common stock were authorized for issuance to Mr. Glasscock on August 11, 2011, with a fair value of $100,500.

The Rattlesnake Hills Option Agreement is in good standing as at December 31, 2011 and the date of this filing.

From August 2, 2010 (inception of the Rattlesnake Option Agreement) to December 31, 2011, the Company incurred total exploration costs of $946,265 on the Rattlesnake mineral interest.

The Company has recorded a liability for the estimated reclamation costs from the initial work performed on the Rattlesnake property. The liability was estimated to be $23,615 at December 31, 2011 and December 31, 2010.

Lewiston Property, Wyoming, USA

Effective May 10, 2011, the Company entered into a property purchase option agreement (the “Lewiston Property Option Agreement”) with Golden Predator Mines US Inc. (“GPMUS”), a private Nevada corporation, whereby the Company is entitled to acquire 100% interest in mineral claims located in the Lewiston Mining District, Fremont Co., Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Cash payments of $200,000 as follows:

·	$40,000 by March 29, 2012 ($10,000 paid on April 14, 2011 as non-refundable deposit within five business days from the Effective Date); the remaining $30,000 has not been paid as of the date of this filing. The Company received and extension for payment through June 29, 2012,

·	$40,000 by March 29, 2013;

·	$40,000 by March 29, 2014;

·	$80,000 by March 29, 2015;

-	Issuance of 1,100,000 shares of the Company’s common stock as follows:

·	500,000 shares by May 15, 2011 (approved for issuance on May 9, 2011, valued at $40,000)

·	200,000 shares by each of March 29, 2012, 2013 and 2014;

-	Incur exploration expenditures of $1,000,000 as follows:

·	$100,000 by March 29, 2012; the Company has met this requirement as of the date of this filing.

·	$200,000 by March 29, 2013;

·	$500,000 by March 29, 2014;

·	$200,000 by March 29, 2015.

In addition to above consideration, pursuant to the option agreement the Company will make payments for all taxes and mining claims fees and other charges required to maintain the Lewiston Property in good standing. Annual property taxes are estimated to be $102,000 and annual lease payments are estimated to be $17,500.

Upon conveyance of the Lewiston claims, GPMUS will retain an incremental sliding scale interest in net smelter returns of 3% to 5%, which will be contingent upon the price of gold.

-53-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2011, the Company paid management fees of $80,000 to the President of the Company, incurred management fees of $81,000 to the Company’s Vice President of Exploration, management fees of $25,000, $35,000 and $12,000 to three directors of the Company, and $49,000 to a director and the CFO of the Company, respectively. $1,677 was paid in expense reimbursement to an officer of the Company. At December 31, 2011, the Company had a balance of $51,277 owed to the directors and officers.

During the year ended December 31, 2011, the Company incurred $124,908 of geological consulting fees, travel costs to the Company’s mining sites, field supplies and other exploration related costs to a private company of which the Company's Principal Executive Officer is a principal. At December 31, 2011, the Company had a balance of $102,284 owed to this private company.

As of December 31, 2011 the Company owed a related party $5,500. The Company's Principal Financial Officer is also an officer of the related entity. The note is due on demand, has no stated interest rate and no collateral.

Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

NOTE 5 - COMMON STOCK

In January 2010, the Company received $50,000 as subscription for private placement of 250,000 shares of the Company’s common stock at $0.20 per share. The related common shares were issued on May 5, 2011.

On June 21, 2011, the Company renewed its consulting agreement with VISTA Partners LLC, and issued 1,500,000 shares of the Company’s common stock as consideration in accordance with the consulting agreement. The shares were valued at $120,000 based on the closing price of the Company’s stock on June 21, 2011. The Company must pay a $25,000 expense allowance within 60 days, and continued monthly payments of $10,000. The agreement has a six month term, and renews automatically unless cancelled by either party 30 days before expiration. In the event of renewal, the Company must issue an additional 2,000,000 shares to the consultant.

In March 2011, the Company entered into a financing agreement with Intosh Services Limited. The agreement allowed for up to $500,000 of common stock at $0.15 per share to be purchased by Intosh through March 31, 2011. On April 6, 2011 the Company issued 1,666,667 shares for gross proceeds of $250,000.

In July 2011, the Company issued 500,000 shares of common stock to MidSouth Capital as part of the agreement in Note 6, valued at $40,000.

In August 2011, the Company issued 10,000,000 shares of common stock to Southern Legacy Minerals for cash proceeds of $300,000.

On August 24, 2011, the Company issued 400,000 shares of common stock to four directors of the company for past services, valued at $28,000.

On August 24, 2011, Southern Legacy Minerals, Inc. (“Southern Legacy”) purchased a total 22,000,000 shares of our common stock from Steve Rix, our former director and officer, in a private transaction for $125,000. The funds used for this share purchase were Southern Legacy’s funds. Southern Legacy now owns 32.1% of our company’s issued and outstanding shares of common stock.

On November 1, 2011, the Company agreed to a debt settlement with WL Macdonald Law Corporation by which the Company will issue 233,632 shares of common stock with a fair value of approximately $7,000.

On November 28, 2011, the Company issued 300,000 shares of common stock to World Stock Exchange, LLC, valued at $7,590, to assist the Company in raising equity financing.

On December 12, 2011, the Company issued 750,000 shares of common stock to Stock Vest Inc, valued at $20,250, for advertising services.

On August 11, 2011, the Company issued 1,500,000 shares of common stock to Mr. Glasscock, valued at $100,500, as consideration for the amendment of the Rattlesnake Option Agreement.

-54-

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On July 28, 2011, the Company signed an engagement letter with MidSouth Capital Inc. (“MidSouth”) whereby MidSouth assists the Company in raising equity financing for the following consideration:

-	Issue 500,000 shares of the Company’s common stock five business days after the execution of the engagement letter, with the related shares issued on July 29, 2011;
-	10% of the capital raised by MidSouth for the Company; and
-	200,000 shares by each of March 29, 2012, 2013 and 2014;

-	Issue 100,000 shares of the Company’s common stock per every $100,000 cash raised for the period of two years.

The agreement is for a twelve-month initial period with the Company's option to renew for an additional six months.

Office Rent

On April 15, 2010 the Company entered into an office rent agreement at $1,187 per month for office space in Arizona, which on August 2, 2010 was amended to $1,999 per month due to increased office space. The lease was amended again to increase rent to $2,219, with a one year term ending May 31, 2012. The term of the agreement is one year ending April 30, 2012. A total deposit of $5,730 was paid upon signing and amendment of the agreement.

NOTE 7 - INCOME TAXES

The Company follows Statement of ASC 740 " Income Taxes." Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

	December 31,			December 31,
	2011			2010
Refundable federal income tax attributable to:
Current operations	$	343,000		$	496,000
Less, change in valuation allowance		(343,000	)		(496,000	)
Net refundable amount	$	-		$	-

The main differences between the statutory rate of 34% and the Company’s effective rate of 0% are non-deductible stock-based compensation and the change in valuation allowance.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	December 31,			December 31,
	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	858,100			515,100
Less, valuation allowance		(858,100	)		(515,100	)
Net deferred tax asset	$	-		$	-

At December 31, 2011, Big Bear had an unused net operating loss carryover approximating $2,523,000 that is available to offset future taxable income; it expires beginning in 2025.

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BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 – SUBSEQUENT EVENTS

Effective January 20, 2012 we entered into a financing agreement with Publican Capital Corp, whereby we had the right to request Publican Capital to purchase up to $20,000 of our common stock at $0.01 per share. As of April 12, 2012, we have received $20,000 for 2,000,000 shares. The related shares were issued on March 8, 2012.

Effective January 23, 2012 we entered into a financing agreement with Cork Investments, Inc, whereby we had the right to request Cork Investments to purchase up to $20,000 of our common stock at $0.01 per share. The related 2,000,000 shares were issued on March 8, 2012.

Effective January 23, 2012 we entered into a private placement subscription agreement with John Ryan, the Company’s Principal Financial Officer, for the acquisition of 2,000,000 shares of common stock at the price of $0.02 per share, for proceeds of $20,000. The consideration was provided in the form of a promissory note, with a due date of May 30, 2012, at which time the shares were to be returned for cancellation if the promissory note had not been paid. The shares were issued on March 8, 2012.

On March 5, 2012, the Company signed an advertising, public relations and marketing letter with StockVest Inc. whereby StockVest will provide advertising service for the Company for the following consideration:

-	1,500,000 restricted shares

The contract expires December 31, 2013. The related shares were issued on March 8, 2012.

Effective January 27, 2012 we entered into an asset purchase agreement (the “Elk City, Idaho Agreement”) with Southern Legacy Minerals, Inc, whereby we acquired 100% interest in 48 federal mining claims located in Idaho County, Idaho. Considerations for the 100% interest in the 48 claims are as follows:

-	6,000,000 shares of restricted stock valued at $0.02

-	6,000,000 warrants exercisable at $0.04 which expire on January 27, 2015.

Related shares were issued on March 8, 2012. The Company is currently compiling the database on the Elk City property and further mapping and sampling are planned for 2012.

On January 10, 2012 the Company issued 1,800,000 shares to James Baughman for 2011 and 2012 services. The value of the 2011 services have been accrued in the Company financial statements as of December 31, 2011.

On January 10, 2012 the Company issued 2,100,000 shares to John Glasscock for 2011 and 2012 services. The value of the 2011 services have been accrued in the Company financial statements as of December 31, 2011.

On January 10, 2012 the Company issued 2,000,000 shares to John Ryan for 2011 and 2012 services. The value of the 2011 services have been accrued in the Company financial statements as of December 31, 2011.

On April 10, 2012 the Company issued 200,000 shares to GPMUS in connection with the Lewiston Property Option Agreement.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures

Our management, with the participation of our principal executive officer (CEO) and principal financial officer (CFO), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our president (our principal executive officer, principal accounting officer and principal financial officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, our company determined that there were control deficiencies that constituted material weaknesses, as described below:

1. We did not maintain appropriate financial reporting controls – As of December 31, 2011, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process. As at December 31, 2011, our company did not have sufficient financial reporting controls with respect to timely financial reporting and the ability to process complex accounting issues such as calculation and recording of stock-based compensation.

2. We do not have a financial expert on our Board of Directors – The majority of our Board of Directors also acts on the Audit Committee in providing necessary oversight over our financial reporting process and management. Currently, our Board of Directors does not have a financial expert which increases the likelihood of financial reporting errors and deficiencies in implementing relevant financial reporting standards.

Accordingly, our company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our company’s internal controls.

As a result of the material weaknesses described above, management has concluded that our company did not maintain effective internal control over financial reporting as of December 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Our independent registered public auditors, were not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of December 31, 2011 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Changes in Internal Controls.

During the period ended December 31, 2011, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B. Other Information

On August 24, 2011, Southern Legacy Minerals, Inc. purchased a total 22,000,000 shares of our common stock from Steve Rix, our former director and officer, in a private transaction for $125,000. As at the date of this Annual Report, Southern Legacy now owns 31.6% of our company’s issued and outstanding shares of common stock.

On August 24, 2011, we received resignations from Steve Rix, Michael Schifsky and Henry Konerko. Mr. Rix resigned as president, secretary, treasurer and director of our company. Mr. Schifsky resigned as interim chief financial officer as well as a director and Mr. Konerko resigned as a director of our company.

Concurrently with the resignations, we appointed James G. Baughman as interim chief executive officer, president, secretary and treasurer of our company. Mr. Baughman is currently a member to our company’s board of directors.

Also on August 24, 2011, we accepted consents to act from John Ryan, Howard Crosby and Bruce Reid. We appointed Mr. Ryan as chief financial officer and as a member to our board of directors, Mr. Reid as chairman to our board of directors and Mr. Crosby as a member to our board of directors.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
James G. Baughman	Interim Chief Executive Officer, President, Secretary, Treasurer and Director	55	June 1, 2010
John Ryan	Chief Financial Officer and Director	50	August 24, 2011
John Glasscock	Director and VP of Exploration	56	April 19, 2010
Howard Crosby	Director	59	August 24, 2011
Bruce Reid	Director	55	August 24, 2011

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

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James G. Baughman – Interim Chief Executive Officer, President, Secretary, Treasurer and Director

James G. Baughman has been a member of our board of directors since June 1, 2010 and was appointed interim Chief Executive Officer, President, Secretary and Treasurer on August 24, 2011.

Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium. Mr. Baughman has provided technical services and project management for a number of major and junior mining companies.

From September, 2010 to February 28, 2011 Mr. Baughman was employed by Terra Mining Corp. as Chief Operating Officer and transitioned to the same capacity in West Mountain Index Advisors, Inc. on March 1, 2011.

From October of 2006 to the September 2010, Mr. Baughman was CEO of Uranium Corp., a private company. Mr. Baughman also served as chief operating officer and a director in March 2010 of American Mining Corporation.

From July of 2004 to May of 2006, Mr. Baughman was the co-founder, president and chief executive officer of High Plains Uranium Corp, and managed a successful initial public offering on the Toronto Stock Exchange. From May of 2006 to October of 2006, Mr. Baughman was the chief executive officer of Kenai Resources, formerly known as Triumph Gold Corp, a public company on the Toronto Stock Exchange.

James Baughman is a Director of Big Bear Mining Corp. Mr. Baughman is currently assisting several private mining development companies and is on the Advisory Board of a Canadian exploration company. In July of 1983, Mr. Baughman received a Bachelor of Science degree in Geology from the University of Wyoming, Laramie. He is a registered professional geologist in the State of Wyoming. Mr. Baughman resides in Aurora, Colorado.

John Ryan – Chief Financial Officer and Director

Mr. Ryan was appointed Chief Financial Officer and a director of our company on August 24, 2011.

From April 2006 to January 2009, John Ryan was the co-founder and executive chairman of US Silver (TSX-USA), where he was instrumental in the acquisition of the Galena Mine and the subsequent listing of the Company on the Toronto Stock Exchange as a Venture listing. His primary responsibilities during his tenure at US Silver were to guide strategic planning and to assist with financing requirements for the mine.

Since May 2007 to present, Mr. Ryan has been the chief financial officer of US Uranium. His duties and responsibilities include taking care of all receivables, payables and maintaining financial statements of the company.

Since March 2010 to present, Mr. Ryan has been the chairman and chief executive officer of Senetek PLC (OTCBB-SNKTY), wherein he has been the principal executive of the company, responsible for all aspects of company business, including the sale of the legacy assets and the transition to a mining company. .

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Mr. Ryan acquired a Bachelor of Science in mining engineering from University of Idaho, in 1985 and earned his juris doctorate from Boston College Law School in 1992. He also holds Series 62 and Series 63 securities licenses and is registered with Sunrise Securities Corp. in New York, New York and currently resides in Coeur d'Alene, Idaho.

Howard Crosby

Mr. Crosby was appointed a director of our company on August 24, 2011.

Since September 1989 to present, Mr. Crosby has been the chairman and president of Crosby Enterprises, Inc, a closely held corporation providing consulting services and private investment to the mining industry. As president, Mr. Crosby is responsible for all aspects of the company as a principal executive and financial officer.

Since March 2010 to present, Mr. Crosby has been the president and chief financial officer of Senetek PLC, where he has been instrumental in transforming the Company from a pharmaceutical company into a mining company. As president, he helps guide strategic decisions and as a chief financial officer of the company, he has overall responsibility for the financial reporting to the SEC.

Mr. Crosby earned Bachelor of Arts degree from University of Idaho in 1974 and currently resides in Walla Walla, Washington.

Bruce Reid

Mr. Reid was appointed a director of our company on August 24, 2011.

Following a long career as an investment banker specializing in mining equities, from May 2006 to November 2009, Mr. Reid was appointed as a chief executive officer of US Silver, where his main responsibilities were to guide the company in its formative days, through listing and subsequent restart of the Galena Mine. Following his tenure at US Silver, he led a proxy fight to gain control of Carlisle Goldfields and since 2009 to present, has been the president, chief executive officer and director of Carlisle (TSE-CGJ). He has performed all of the traditional responsibilities of the chief executive officer, and is currently guiding a major drilling program at the company's Lynn Lake, Manitoba project.

Mr. Reid was also the president and chief executive officer of U.S. Silver Corp. from June 2006 to November 2009 as well as vice-president, Corporate Finance of Research Capital from 2002 to 2006. Mr. Reid brings to the Corporation extensive experience in corporate finance and in the mining and mineral exploration industry.

Mr. Reid earned a Bachelor of Science in geology from the University of Toronto in 1979 and a finance degree from the University of Windsor. He is an independent geological consultant and currently resides in Toronto, Canada.

John Glasscock – Director

Mr. Glasscock was appointed a director of our company on April 19, 2010.

John Glasscock is a geologist with over 25 years of experience in the mineral exploration industry including involvement with the startup of four junior mining companies. He is the founder of Cowboy Exploration which for over 15 years has had extensive experience generating and managing projects throughout the Western US, Mexico, and China. Mr. Glasscock resides in Laramie, Wyoming.

Since 2008, Mr. Glasscock and Cowboy Exploration have been primarily involved in the generation, marketing, and exploration of two projects: Rattlesnake Hills Gold properties in Wyoming and Paradox Basin and Holbrook Basin Potash properties in Utah and Arizona. The Wyoming gold properties were optioned to Crescent Resources who funded preliminary exploration directed by Cowboy Exploration (2009-2010). The Arizona and Utah Potash properties were optioned to American Potash Corp. for whom Mr. Glasscock remains a principal consultant.

Cowboy Exploration, under the direction of Mr. Glasscock, assembled a package of uranium properties in Wyoming which were optioned to Tournigan Energy Corp. (2005). Cowboy Exploration subsequently provided direction and technical support to Tournigan Energy Corp., USA by producing an extensive uranium property position in Wyoming, Arizona, and South Dakota. Exploration programs were conducted including the drilling of several projects between 2005 and 2008.

Employment Agreements

We have no formal employment agreements with any of our employees, directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

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Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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

been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

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Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2011, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following. [NTD – directors/officers and 10% shareholders to ensure that they have filed a Form 3 and Form 4 as required. All directors/officers and 10% shareholders must ensure that their filings are up to date.]

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
John Ryan	1 (1)(2)	2	N/A
Howard Crosby	1 (1)(2)	1	N/A
Bruce Reid	1 (1)	Nil	N/A
Southern Legacy Minerals Inc.	2(3)	3	N/A

(1)	The director or officer was late filing a Form 3, Initial Statement of Beneficial Ownership.

(2)	The director or officer was late filing a Form 4, Change in Statement of Beneficial Ownership.

(3)	The 10% holder was late filing a Form 3, Initial Statement of Beneficial Offering and filing a Form 4, Change in Statement of Beneficial Ownership

Code of Ethics

Effective November 15, 2006, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's president (being our principal executive officer) and our company's secretary (being our principal financial and accounting officer and controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and regulations;

(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

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We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Big Bear Mining Corp, 60 E. Rio Salado Parkway, Suite 900, Tempe, Arizona 85281.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended December 31, 2011. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of December 31, 2011, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and no revenues. With our recent management change however, we have positioned ourselves with an audit committee financial expert and independent directors should we be able to raise sufficient funding to execute our business plan. With success we will form an audit, compensation committee and other applicable committees utilizing our directors expertise.

Audit Committee Financial Expert

Our board of directors has determined that it has one member, John Ryan, of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;

(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2011 and 2010; and

(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

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SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Steve Rix(1) President, Secretary, Treasurer and Director	2011 2010	$60,000 74,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$60,000 74,000
Dwayne Skellern(2) Former President, Secretary, Treasurer and Director	2011 2010	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
James Baughman(3) President, Secretary, Treasurer and Director	2011 2010	$15,000 21,000	Nil Nil	N/A 90,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$15,000 111,000
Michael Schifsky(4) Former Interim Chief Financial Officer	2011 2010	$33,000 21,000	N/A Nil	N/A 135,000	N/A Nil	N/A Nil	N/A Nil	N/A Nil	$33,000 156,000
John Ryan(5) Chief Financial Officer	2011 2010	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
John Glasscock(6) Vice President Exploration	2011 2010	50,000 70,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	50,000 70,000

(1)	Mr. Rix was appointed the President, Treasurer, Secretary and a director of our company on March 16, 2010 and resigned from all positions on August 24, 2011.

(2)	Mr. Skellern resigned as President, Treasurer, Secretary and a director of our company on March 16, 2010 and resigned from all positions on May 16, 2010.

(3)	Mr. Baughman was appointed a director of our company on June 1, 2010 and as Interim Chief Executive Officer, President, Secretary and Treasurer on August 24, 2011.

(4)	Mr. Schifsky was appointed a director of our company on July 1, 2010 and interim Chief Financial Officer on December 21, 2010 and resigned from all positions on August 24, 2011.

(5)	Mr. Ryan was appointed a director and Chief Financial Officer of our company on August 24, 2011.

(6)	Mr. Glasscock was appointed a director and VP of Exploration of our company on April 19, 2010

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Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

On January 10, 2012 we approved a compensation arrangement with James Baughman, wherein we have agreed to pay $3,000 for each of June and July, 2011 and $2,000 for each of August, September, October, November and December of 2011. In addition, we have agreed to issue 100,000 shares of our common stock for each of August, September, October, November and December of 2011. Related shares have been issued as of the date of this filing.

On January 23, 2012 we entered into a compensation arrangement with John Glasscock, wherein we have agreed to pay $7,000 for each of June, July and August of 2011. In addition, we have agreed to issue 700,000 shares of our common stock for each of June, July and August of 2011. Related shares have been issued as of the date of this filing.

On January 23, 2012 we entered into a compensation arrangement with John Ryan, wherein we have agreed to pay $3,000 for each of September, October, November and December 2011 and for January 2012. In addition, we have agreed to issue 100,000 shares of our common stock for each of September, October, November and December 2011 and for January 2012. Related shares have been issued as of the date of this filing.

2011 Grants of Plan-Based Awards

There were no grants of plan based awards during the year ended December 31, 2011.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended December 31, 2011.

Option Exercises and Stock Vested

During our Fiscal year ended December 31, 2011 there were no options exercised by our named officers.

Compensation of Directors

Other than as set out below, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 26, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
James G. Baughman Denver, CO	4,900,000 common shares(2)	4.07%
John Glasscock Laramie, WY	5,700,000 common shares	4.74%
John Ryan Hilton Head, SC	4,000,000 common shares	3.33%
Howard Crosby Walla Walla, WA	2,000,000 common shares(3)	1.66%
Bruce Reid Toronto, Ontario, Canada	0 common shares	0%
Directors and Executive Officers as a Group(1)	16,600,000 common shares	13.80%
Southern Legacy Minerals Inc. Hilton Head, SC	38,000,000 common shares	31.6%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 9, 2012. As of April 9, 2012 there were 120,263,631 shares of our company’s common stock issued and outstanding

(2)	Mr. Baughman holds 2,000,000 shares in the name of Publican Capital Corp. for which he holds sole voting and investment power.

(3)	Mr. Crosby holds 2,000,000 shares in the name of Cork Investments, Inc., for which he holds sole voting investment power.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

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Director Independence

We currently act with five (5) directors, consisting of James G. Baughman, John Glasscock, John Ryan, Howard Crosby and Bruce Reid.

We have determined that Howard Crosby and Bruce Reid are independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that it has one member of its audit committee, John Ryan, who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended December 31, 2011 and for fiscal year ended December 31, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	December 31, 2011		December 31, 2010
Audit Fees	$	27,635	$	6,800
Audit Related Fees	$	16,164	$	12,650
Tax Fees	$	nil	$	nil
All Other Fees	$	nil	$	nil
Total	$	43,799	$	19,450

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

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(1)	Financial statements for our company are listed in the index under Item 8 of this document

(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our SB-2 Registration Statement filed March 17, 2006).
3.2	Bylaws (incorporated by reference from our SB-2 Registration Statement filed March 17, 2006).
3.3	Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed March 1, 2010)
(10)	Material Contracts
10.1	Financing Agreement between Big Bear Mining Corp. and Intosh Services Limited, dated March 31, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 8, 2010)
10.2	Sol d’or Purchase Option Agreement between Big Bear Mining Corp. and Perry Vern English for Rubicon Minerals Corp., dated, April 14, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 23, 2010)
10.3	Stevens Lake Purchase Option Agreement between Big Bear Mining Corp. and Perry Vern English for Rubicon Minerals Corp., dated, April 19, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 23, 2010)
10.4	Purchase Option Agreement between Big Bear Mining Corp. and Perry English for Rubicon Minerals Corp., dated, April 1, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 8, 2010)
10.5	Rattlesnake Hills Option Agreement between Big Bear Mining Corp. and John Glasscock dated August 2, 2010 (incorporated by reference from our Current Report on Form 8-K filed August 12, 2010).
10.6	Amending Agreement dated July 19, 2011(incorporated by reference from our Current Report on Form 8-K filed August 2, 2011).
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002
(101)**	Interactive Data File (Form 10-K for the year ended December 31, 2011 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	BIG BEAR MINING CORP.
	(Registrant)
Dated: May 14, 2012
	James G. Baughman
	Interim Chief Executive Officer, President, Secretary, Treasurer and Director
	(Principal Executive Officer)
Dated: May 14, 2012
	John Ryan
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: May 14, 2012
	James G. Baughman
	Interim Chief Executive Officer, President, Secretary, Treasurer and Director
	(Principal Executive Officer)
Dated: May 14, 2012
	John Ryan
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)
Dated: May 14, 2012
	Howard Crosby
	Director

Dated: May 14, 2012
	Bruce Reid
	Director

Dated: May 14, 2012
	John W. Glasscock
	Director

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