New Carolin Gold Corp. (fka LADFF)

[Luke_McCain]

Management’s Discussion & Analysis (MD&A) of Financial Condition

Outlook

The Company has spent the last four years working to complete the acquisition of a 100% interest in the Ladner Gold Project and plans to re-energize its activities after having overcome many hurdles and weak equity market conditions. Upon completing documentation to acquire the remaining 60% interest in the Project, the Company believes the investment community will finally be able to measure and attribute value in keeping with the Company’s mineral property assets.

The restructured and improved balance sheet, in addition to 100% ownership of the Ladner Gold Project, have already increased the market value of the Company following a revaluation of its mineral property assets and decrease in investment risk. These positive factors are expected to enable the Company to move forward from a position of strength to continue exploration at the Ladner Gold Project to increase and upgrade the inferred mineral resource and consider strategic alternatives to create shareholder value.

The Company continues to focus on exploration and development programs to evaluate the Ladner Gold Property to determine future production scenarios, based on the success of raising additional funds. The Company believes that the Carolin Mine has the potential to become a gold producer once again. The Company will continue to evaluate and acquire other properties to expand its exploration portfolio on the prospective and largely unexplored Coquihalla Gold Belt.

The amount of the Company’s exploration expenditures is largely determined by the strength of the resource capital and commodity markets and its ability to obtain funding partners and investor support for its projects.

The Company will continue to require additional funding to maintain its ongoing exploration programs, property maintenance payments and operations and administration for the next fiscal year.

Trends

In common with most junior exploration companies where market valuations have declined up to 80% in the last few years, the Company has found raising funds for exploration and development projects on acceptable terms challenging due to continuing weak equity markets and investors' aversion to provide risk capital for this sector. Management is mindful to minimize dilution to shareholders' equity in any future equity financings. Further exploration and development on the Company's projects will be largely dependent on a recovery in the equity markets and the Company's ability to raise capital on acceptable terms. Based on the significant increases in the gold price and TSX.V Index this year, the Company anticipates that there will be more capital available for exploration in the future, particularly for companies with prospective exploration properties that already demonstrate a mineral resource or reserve.

http://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00007494