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02/24/12 9:31 AM

#131 RE: saturn_five #125

During the three months ended November 30,
2011 and 2010, a shareholder paid $-0- and $22,781, respectively, of expenses on behalf of the Company from his personal account.
These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of November 30, 2011 and August
31, 2011, the balance of these amounts was $$76,860.

During the three months ended November 30,
2011 and 2010, the Company recorded consulting expenses payable to shareholders/officers of the Company in the amount of $15,000
and $8,000, respectively.

The Company closed a private placement in February
2011, for the sale of 266,667 Units at $0.75 per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted
of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common
stock of the Company at an exercise price of $0.90 per share during a term of two years, expiring on March 1, 2013. No warrants
have been exercised as of February 28, 2011. The subscription raised $200,000 in proceeds from one investor.

The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On April 8, 2011, the Company closed the private placement of 235,294 Units at .85 per unit per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $1.00 per share during a term expiring on April 15, 2013. No warrants have been exercised as of November 30, 2011. The subscription raised $200,000 in proceeds from one investor.

On September 12, 2011, the Company closed the private placement of 473,333 Units at .15 per unit per Unit, for aggregate gross proceeds of $71,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $.25 per share during a term expiring on April 15, 2013. The subscription raised $71,000 in proceeds from one investor.

Under the terms of the Agreement, Horizon has granted the Company the sole and exclusive option to acquire a 100% undivided interest in and to the Property by making cash payments to Horizon of $67,448.53 within 31 days of signing the Agreement, which was amended to 31 days from March 9, 2011, $20,000 on or before January 21, 2012, $30,000 US on or before January 21, 2013, $40,000 on or before the January 21, 2014, $50,000 on or before January 21st, 2015, $60,000 on or before January 21, 2016, $60,000 on or before January 21st, 2017. The Company shall also be responsible for making all necessary property payments to keep the Property in good standing which includes all annual maintenance fees, exploration and other permits, property taxes, levies, insurance, and other assessments.

GUNP will need to sell shares to meet the above committments.