Gunpowder Gold Corp (fka GUNP)

[lmcat]

FINANCIAL INFORMATION

The Company has entered into an agreement to acquire a mineral property located in the La Paz County, Arizona, and has not yet determined whether this property contains reserves that are economically recoverable.

The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds from the sale thereof.

GUNP has some serious cash needs coming up.

The Company entered into a mineral property purchase option agreement dated January 21, 2011 and amended on March 9 th , 2011. This agreement was replaced by a new agreement dated January 17, 2012, pursuant to this new agreement the Company plans to acquired a 100% undivided right, title and interest in a mineral claim, located in the La Paz County, Arizona, known as the Dome Rock Property. The effect of the transactions was to preserve the Company’s rights under the old agreement and cash payments required under the old option agreement are still required under the new option agreement, but their due dates were all extended by approximately one year. The Company cannot apply prior payments to the new option agreement. The Option shall be in good standing and exercisable by the Optionee by:

i. Paying the following amounts on or before the dates specified in the following schedule to the Optionor:

1. Paying $40,000 on or before January 17, 2013, the first anniversary of the Agreement;
2. Paying $40,000 on or before January 17, 2014, the second anniversary of the Agreement;
3. Paying $40,000 on or before January 17, 2015, the third anniversary of the Agreement;
4. Paying $50,000 on or before January 17, 2016, the fourth anniversary of the Agreement;
5. Paying $60,000 on or before January 17, 2017, the fifth anniversary of the Agreement;
6. Paying $60,000 on or before January 17, 2018, the sixth anniversary of the Agreement;
7. Paying $60,000 on or before January 17, 2019, the seventh anniversary of the Agreement;

ii. Paying all amounts to keep the property in good standing which includes all annual maintenance fees, exploration and other permits, property taxes, levies, insurance, and other assessments.

The Optionee shall incur the following annual work requirements as defined below and agreed to by the parties for the benefit of the Horizon Property:

1. Exploration expenditures on the property of $750,000 on or before the first anniversary of the execution of the Agreement;
2. Exploration expenditures on the property of $750,000 on or before the second anniversary of the execution of the Agreement;
3. Exploration expenditures on the property of $500,000 on or before the third anniversary of the execution of the Agreement;

Pursuant to Regulation 13A Reports of Issuers of Securities Registered Pursuant to Section 12 (Reg. §240.13a-13 ( c )(2)(i)(ii)), the Company is not required to file Part I - Financial Information for the period ending May 31, 2012 for the following reasons:

a) The registrant is not in the production state but is engaged primarily in the exploration for the development of mineral deposits other than oil, gas or coal; and

b) The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; and

c) The registrant has not received any receipts from the sale of mineral products or from the operations of mineral producing properties.

If their not going to reveal their finances then they might as well be a pink!

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8678769