UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008

Commission file number 001-01428

HUNTMOUNTAIN RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation or organization)

1611 N. Molter Road

Suite 201

Liberty Lake, Washington 99019

(Address of principal executive offices, including zip code.)

(509) 892-5287

(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: o Yes No x

Indicate by check mark whether the registrant(1) has filed all reports required 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 past 90 day. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K 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.o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

Large Accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, 2008: $1,383,193.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

References made in this Annual Report on Form 10-K to “we,” “our”, “us” and “the Company” refer to HuntMountain Resources Ltd. and our subsidiaries.

(a) Business Development

Our predecessor, Metaline Mining and Leasing Company (MMLC) was incorporated in the State of Washington in 1927.  Historically, MMLC was engaged in the mineral exploration business.  The Company was dormant for a number of years during which time management did not think that the business climate for successfully financing mineral exploration was a viable option. In 2005, given the increase in precious metals prices and a more favorable environment for financing mineral exploration MMLC embarked on a business plan to again become active in mineral exploration. In March 2005 MMLC completed two private placements with net proceeds of approximately $650,000.   In August, 2005, the shareholders of MMLC voted to merge MMLC with and into a wholly-owned subsidiary, HuntMountain Resources.  As a result, HuntMountain Resources was the surviving entity.  The stock symbol was changed to ‘HNTM’ and is currently quoted on the Over the Counter Bulletin Board (OTC-BB) market.  We assembled an experienced executive team and began evaluating mineral exploration properties.  We acquired interests in several mineral exploration properties during 2006.  In February 2006, we contracted with an Argentine geologist to act as the Company’s General Manager – South America in pursuit of exploration properties in Argentina and elsewhere in South America.  In March 2006, we acquired interests in exploration properties in Pershing County, Nevada, Santa Cruz province of Argentina, and Québec Canada. In March, 2007 HuntMountain Resources, through its Argentine subsidiary, Cerro Cazador S.A. (“CCSA”), was awarded the exploration and development rights to the La Josefina Project from Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz S. E.”).  The legal agreement granting our rights to the La Josefina property was finalized in July, 2007. In August, 2007 the Company incorporated a Mexican Subsidiary, Cerro Cazador Mexico S.E. and began looking at properties for acquisition in the State of Chihuahua. In January, 2008 the Company signed a purchase agreement for 100% ownership of an exploration concession totaling approximately 9,000 hectares in Chihuahua, Mexico. On November 12, 2008 the Company announced the acquisition of an additional 100 hectares in Chihuahua, Mexico.

(b) Business of Issuer

We are engaged in the business of acquiring, exploring and developing mineral properties, primarily those containing gold, silver and associated base metals. Through our Latin American subsidiaries we hold mining claims in Santa Cruz province, Argentina and the state of Chihuahua, Mexico. Additionally, we hold an option to acquire a 100% interest in two properties in the province of Quebec, Canada and a 10 year lease on a mining property in the state of Nevada.

The Company is currently evaluating other exploration and development properties in North and South America.

Competition

With the increased value of gold, the mining exploration industry has become very competitive in the identification and acquisition of properties that may have commercial potential.  We compete for the opportunity to participate in exploration projects with other entities, many of which have greater financial and human resources.  In addition, we compete with others in efforts to obtain financing to explore and develop mineral properties.

Employees

At the end of 2008, we had 5 employees located in Liberty Lake, Washington, responsible for the management and oversight of our exploration, administration, financing, and marketing activities.  In addition, we had five persons employed in Argentina by our wholly-owned subsidiary. Our employees are not subject to a union labor contract or a collective bargaining agreement.  For the foreseeable future we intend to supplement our workforce by utilizing the services of consultants and contractors.

Regulation

The Company’s planned mineral exploration activities in all operating areas are subject to various federal, state, and local laws and regulations governing prospecting, development, production, labor standards, occupational health and mine safety, control of toxic substances, and other matters involving environmental protection and taxation.  It is possible that future changes in these laws or regulations could have a significant impact on the Company’s business, causing those activities to be economically reevaluated at that time.

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Available Information

We are a Washington corporation with our principal executive offices located at 1611 N. Molter Road, Suite 201, Liberty Lake, Washington 99019. Our telephone number is (509) 892-5287. Our web site address is www.huntmountain.com. Copies of our annual, quarterly and recent reports and amendments to these reports are available on our website free of charge. Our Code of Business Conduct and Ethics for Directors, Officers and Employees is also available on the website free of charge. We will provide copies of these materials to shareholders upon request using the above-listed contact information, directed to the attention of Mr. Bryn Harman.

We have included the CEO and CFO certifications regarding our public disclosure required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this report.

Item 1A. Risk Factors

The following risk factors together with other information set forth in this Form 10-K, should be carefully considered by current and future investors in the Company’s securities.

There is Substantial Doubt About Our Ability to Continue as a Going Concern

Our independent registered public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our recurring losses from operations, stockholders’ deficit and inability to generate sufficient cash flow to sustain our operations raise substantial doubt about our ability to continue as a going concern.

We Are Currently Reporting Operating Losses and Have Minimal Assets

We have no operating revenues or earnings from operations and an accumulated deficit of approximately $52,516,445. We had approximately $250,484 in cash and cash equivalent investments as of the end of 2008.  As a mineral exploration company we will sustain operating expenses without corresponding revenues.  This will result in our incurring net operating losses that will increase continuously until we can bring a property into production or lease, joint venture or sell any property we may acquire.

Our Primary Assets Are Exploration Properties and We Have No Operating Properties

The Company has currently identified no precious metal resource on any of its properties. The Company has no mineralized material or defined ore bodies on any of its exploration properties.

Risks Inherent in the Mining Industry

Mineral exploration and development is highly speculative and capital intensive.  Most exploration efforts are not successful, in that they do not result in the discovery of mineralization of sufficient quantity or quality to be profitably mined.  Our operations are also indirectly subject to all of the hazards and risks normally incident to developing and operating mining properties.  These risks include insufficient reserves; fluctuations in production costs that may make mining of reserves uneconomic; significant environmental and other regulatory restrictions; labor disputes; geological problems; failure of pit walls or dams; force majeure events; and the risk of injury to persons, property or the environment.

Fluctuations in the Market Price of Minerals May Make Projects Uneconomic

The profitability of mining operations is directly related to the market price of the metals being mined.  The market price of precious and base metals such as gold, silver, and copper fluctuate widely and is affected by numerous factors beyond the control of any exploration or mining company.  These factors include expectations with respect to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors.  If the market prices of the mineral commodities we plan to explore decline, this will have a negative effect on the availability of financing.

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Environmental Risks

Mineral exploration, development and mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production.  Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price.  To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Company and could have a material adverse effect on the Company.  Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

We May Not Have Sufficient Funds to Complete Further Exploration Programs

We have limited financial resources, do not generate operating revenue, and must finance our exploration activity by other means.  We do not know whether additional funding will be available for further exploration of our projects.  If our exploration programs successfully locate an economic mineral occurrence, additional funds will be required to place it into commercial production. Substantial expenditures would be required to exploit a mineral occurrence through drilling, metallurgical processes, and construction of mining and processing facilities at any site chosen for mining.  If we fail to obtain additional financing, we may have to delay or cancel further exploration or development of our properties and we could lose all of our interest in our properties.

Properties May Be Subject To Uncertain Title

The ownership and validity, or title, of mining claims are often uncertain and may be contested.  A successful claim contesting our title to a property will cause us to lose our rights to mine that property.  This could result in our not being compensated for our prior expenditures relating to the property.

Mineral Exploration And Mining Activities Require Compliance With A Broad Range Of Laws And Regulations - Violation Of Which Can Be Costly

Mining operations and exploration activities are subject to national and local laws and regulations governing prospecting, development, mining, production, experts, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection and mine safety.  In order to comply, we may be required to make capital and operating expenditures or to close an operation until a particular problem is remedied.  In addition, if our activities violate any such laws and regulations, we may be required to compensate those suffering loss or damage, and may be fined if convicted of an offense under such legislation.

Land Reclamation Requirements for Exploration Properties May Be Burdensome

Although variable, depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimize long term effects of land disturbance.  Reclamation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation.  In order to carry out reclamation obligations imposed on us in connection with our mineral exploration, we must allocate financial resources that might otherwise be spent on further exploration programs.

We Face Industry Competition for The Acquisition Of Mining Properties And The Recruitment And Retention Of Qualified Personnel

We compete with other mineral exploration and mining companies, many of which have greater financial resources than us, or are further in their development, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.  If we require, but are unsuccessful in acquiring, additional mineral properties or personnel, we will not be able to grow at the rate we desire, or at all.

Future Sales of Our Common Stock May Adversely Affect Our Stock Price and Our Financing Needs May Have a Dilutive Impact on Our Stockholders

Sales of a substantial number of our shares of common stock in the market, or the perception that these sales could occur, could substantially decrease the market price of our common stock.  Substantially all of the shares of our common stock held by our affiliates are available for resale in the U.S. public market in compliance with Rule 144 under the United States Securities Act of 1933, as amended (the "1933 Act").  As restrictions on resale end, the market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.  We make no prediction as to the effect, if any, that future sales of common stock, or the availability of common stock for future sale, will have on the market price of our common stock prevailing from time to time.

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Our Common Stock May Have a Limited Public Market

Our Shares of common stock have a limited public market.  Although the shares are currently quoted for trading on the OTC Bulletin Board in the United States, we cannot assure that an active and liquid trading market will develop for our shares.  Such a failure may have a material adverse impact on the market price of the shares and the ability of a shareholder to dispose of the shares in a timely manner or at all.

Some Directors And Officers Have Conflicts Of Interest As A Result Of Their Involvement With Other Natural Resource Companies

Some of our directors and officers are directors or officers of other natural resource or mining-related companies.  These associations may give rise to conflicts of interest from time to time.  As a result of these conflicts of interest, we may miss the opportunity to participate in certain transactions, which may have a material, adverse effect on our financial position.

Permitting

In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings on our part.  The duration and success of our efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental protection permits, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority.  There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed those that we previously estimated.  It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that we would not proceed with the development or operation of a mine or mines.

Item 1B. Unresolved Staff Comments – None.

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ITEM 2. DESCRIPTION OF PROPERTY

Santa Cruz Province, Argentina

La Josefina Property

Overview

In March, 2007 HuntMountain Resources Ltd., through its Argentine subsidiary, CCSA, was awarded the exploration and development rights to the La Josefina Project from Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz.”).  Fomicruz is owned by the government of the Santa Cruz province in Argentina. The legal agreement granting our rights to the La Josefina property was finalized in July, 2007. Pursuant to this agreement, CCSA is obligated to spend US$6 million in exploration and complete pre-feasibility and feasibility studies during a 4 exploration season period commencing in October, 2007 at La Josefina in order to earn mining and production rights for a 40-year period in a joint venture partnership (“JV”) with Fomicruz S.E. CCSA may terminate this agreement at the end of each exploration stage if results are negative. With the successful completion of positive pre-feasibility and feasibility studies at the end of the 4th year, a new company will be formed which will be 91%-owned by Cerro Cazador and 9%-owned by Fomicruz. Once commercial production starts, Fomicruz has a one-time election to increase its interest in the Company to either 19%, 29% or 49% by reimbursing CCSA 10%, 20% or 40%, respectively, of CCSA’s total investment in the project. The royalty prescribed by Federal (Argentina) mining code will be a 1% mine-mouth royalty if the operation produces doré bullion within the province, which is required in the agreement. Also, because La Josefina is a Provincial Mining Reserve with the mineral rights belonging to the province, the project will carry an additional 5% mine-mouth royalty.

In February 2008 CCSA purchased the “La Josefina Estancia”, a 90 square kilometer parcel of land within the La Josefina project area. CCSA plans to use the La Josefina Estancia as a base of operations for Santa Cruz exploration.

Location

The La Josefina property is located in north central Santa Cruz Province, about 160 kilometers NW of the coastal town of Puerto San Julian and 120 kilometers NE of the town of Gobernador Gregores.

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Infrastructure present on the project includes a ranch house and several out-buildings that are currently being used as camp headquarters and core storage facilities.

Climate and Physiography

The Patagonia region is classified as a continental steppe-like climate. It is arid, very windy and has two distinct seasons; a cold season and a warm season. The area is sparsely vegetated, consisting mostly of scattered low bushes and grass. Because Patagonia is in the southern hemisphere, the seasons are opposite to North America. The cold winter months are from May to September and warmer summer is from November to March. The average annual precipitation averages only 200 mm, much of which occurs as winter snow; average monthly temperatures range from 3°C to 14°C, but vary widely depending on elevation. The winds are persistent, cool, dry and gusty, averaging about 36 km/hour and directed predominantly to the east-southeast off the Andean Cordillera. All of the Company’s Santa Cruz province projects are characterized by subdued hilly terrain with internal drainages and playa lakes. Elevations range from 300 meters to 800 meters above sea level. Hill slopes are not steep; they are usually less than 10°. Rock exposures on these hillsides are typically excellent. Almost all of the mineralization and significant geochemical and geophysical anomalies are on the crests or the flanks of these subdued hills.

Mining claim detail

The La Josefina Project includes 15 Manifestations of Discovery (Manifestacións de Descubrimiento, or simply “MDs”) totaling 52,776 hectares which are partially covered by 399 mining claims (minas or pertenencias), as shown in Figure 2 and listed in the following table:

Mineral Properties of the La Josefina Project
M.D.	Expediente	Hectares	No. of Perts
Nicolas Alejandro	409.072/F/98	3500	30
Lucas Marcelo	409.071/F/98	3500	12
Sofia Lujan	409.070/F/98	3500	6
Matiao Augusto	409.0769/F/98	3500	24
Maria Jose	409.068/F/98	3500	35
Ivo Gonzalo	409.067/F/98	3500	35
Mirta Julia	409.066/F/98	3500	35
Ailin	409.065/F/98	3500	35
Mariana T.	409.064/F/98	3500	18
Benjamin	409.063/F/98	3500	35
Guiliana	409.062/F/98	5100	25
Rosella	409.061/F/98	3227	18
Noemi	409.060/F/98	3013	30
Diana	409.059/F/98	2995	25
Miguel Angel	409.058/F/98	3435	35
Julia	409.048/F/98	6	1
		52,776	399

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Required property payments

CCSA must maintain the La Josefina mining rights by paying the annual canons due the province on the project’s 399 pertenencias. This currently amounts to 318,400 Argentine pesos per year (approximately $93,647) that can be deducted from the $6,000,000 work commitment.

Accessibility

The La Josefina Project is located in the north-central part of Santa Cruz Province, the southernmost of the several Argentine provinces comprising a vast, sparsely-populated, steppe-like region of southern South America known as Patagonia. The nearest town to the project is Gobernador Gregores (population 2,500), about 110 kilometers southwest, and the nearest Atlantic coastal town is Puerto San Julián (population 6,200), approximately 190 kilometers southeast. The project is accessible via automobile by driving east from Gobernador Gregores for 40 km on gravel Provincial Road 25 – or west from Puerto San Julián for 170 km on the same road – and then north on gravel Provincial Road 12 for 110 km. Provincial Road 12 crosses the edge of the project and continues another 240 kilometers north of Pico Truncado (population 15,000) in the northeastern part of the province. The provincial roads are generally accessible via two-wheel drive vehicles in dry weather but can become slippery to impassable for short periods when wet. Gobernador Gregores and Puerto San Julián are both served by weekly “commuter” flights to/from Comodoro Rivadavia (population 137,000), an important industrial center and port city, 428 kilometers north of Puerto San Julián via paved highway Ruta 3. Comodoro Rivadavia serves as the region’s major supply center for the booming petroleum and mining industries and is served by several airline flights daily to Buenos Aires and other major cities in Argentina. Ruta 3, Argentina’s major coastal highway, runs from Buenos Aires on the north to Ushuaia at the southernmost tip of the continent and offers all-weather access to a number of sea ports.

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Geologic Setting

The La Josefina Project is located near the center of a large non-deformed stable platform known as the Deseado Massif, which covers an area of approximately 100,000 square kilometers in the northern third of Santa Cruz Province. The Deseado Massif is similar to the Somun Cura Massif encompassing parts of the adjacent provinces to the north. The two massifs are major metallotectonic features of the Patagonia region and represent the products of massive continental volcanism formed in the wake of extensional rifting caused by the breakup of the South American and African continents in Jurassic time.

The Deseado Massif is dominated by felsic volcanic and volcaniclastic rock units belonging to a few major regional sequences deposited in middle- to late-Jurassic time. The rocks are broken into a series of regional fractures that probably represent reactivated basement fracture zones. Faults active during the period of intense Jurassic extension and volcanism trend mostly NNW-SSE and form a series of grabens, half-grabens and horst blocks which are tilted slightly to the east. Since Jurassic time, the rocks have been cut by normal faults of several different orientations, mainly NW-SE and ENE-WSW but have undergone only a moderate amount of compression. In general, the Jurassic rocks remain relatively undeformed and generally flat to gently dipping, except locally where close to faults, volcanic domes or similar features.

The geology of the La Josefina Project Area was mapped in detail by Moreira (2005). The project geology is essentially a scaled version of the Deseado Massif geology described above. Specifically:

• The project area is dominated by Jurassic-age rhyolitic volcanic units belonging to the Chon Aike Formation

• There is one inlier of metamorphic basement rocks belonging to the Paleozoic age La Modesta Formation;

• There are several small inliers of andesitic volcanics belonging to the Bajo Pobre Formation which is slightly older than the Chon Aike;

• About half of the area is covered by thin Quaternary basalt flows; and

• The project is crossed by a number of conjugate NNW-SSE and NE-SW sets of strong fault lineaments which are similar to those occurring throughout the Deseado Massif region.

Missing or unrecognized are the Jurassic-age sedimentary and volcaniclastic units of the Roca Blanca and La Matilde formations that are present at many other places in the region. Rhyolitic ignimbrites, lavas and tuffs of the Chon Aike Formation are intermittently exposed over about half of the La Josefina Project area with the remainder of the area largely concealed beneath the veneer of Quaternary basalts. Moreira (2005) subdivided the Chon Aike of the project area into nine members, each representing a separate volcanic event with generally similar sequences consisting of basal surge breccia followed by pyroclastic flows (ignimbrites), ash-fall tuffs and finally by re-worked volcaniclastic detritus. According to Moreira, the volcanism responsible for these nine episodic eruptions reached its climax over a relatively short 4-million year period in upper Jurassic time and is responsible for epithermal events that emplaced the gold-silver mineralization found in the La Josefina Project Area.

Nearly all of the hundreds of gold-silver and base metals occurrences in the Deseado Massif region of southern Argentina are categorized as “low-sulfidation type epithermal vein deposits.” “Epithermal” deposits are high-level hydrothermal systems which usually form within one kilometer of the surface at relatively low temperatures, generally in the range of 50°C to 200°C. They often represent deeper parts of fossil geothermal systems with some forming hot-springs at or near the surface. The modifier “low-sulfidation” denotes a variety of epithermal deposits characteristically deficient in sulfide minerals and often called “quartz-adularia” vein systems after the two most common gangue (non-valuable) minerals in the veins. Well-known examples of low-sulfidation type epithermal deposits include Comstock (Nevada, USA), McLaughlin (California, USA), Creede (Colorado, USA), Ladolam (Lihir, Papua New Guinea), El Peñon (Chile), Guanajuato (Mexico), Hishikari (Japan) and – in the Deseado Massif region of Argentina – Mina Martha and Cerro Vanguardia.

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The many low-sulfidation epithermal occurrences of the Deseado Massif are products of episodic rhyolitic volcanism spread widely over a 50-million year time period and a 100,000 square kilometer area. Despite differences in space and time, they are all remarkably similar in style and origin and they closely fit the classic low-sulfidation epithermal vein model. The region’s premier deposit example and flagship operation is the Cerro Vanguardia mine, operated jointly by AngloGold Ashanti and Fomicruz S.E., which opened in 1998. The Cerro Vanguardia mine has produced continuously at the approximate rate of 250,000 ounces gold and 2.5 million ounces silver per year at average cash costs of US$133 to US$232 per ounce of gold (AngloGold Annual Reports, 2001-2006). The deposits are fissure vein systems localized by structures, often a meter or more wide and hundreds of meters to several kilometers long. They are comprised of quartz veins, stockworks and breccias that carry gold, silver, electrum and some sulfides, mainly pyrite, with variable, but usually small, amounts of base metal sulfides. The richest mineralization commonly occurs in dilational zones caused by structural irregularities along or down the vein. The thickening and thinning along and down the structure, often referred to as “pinch-and-swell,” is responsible for rod-like high-grade ore shoots that are hallmarks of these systems.

History

In 1975 the first occurrence of metals known in the La Josefina area was publicly mentioned by the Patagonia delegation of the National Ministry of Mining who reported the presence of an old lead-zinc mine in veins very near Estancia La Josefina (Viera and Marquez, 1975). This received no further attention until 1994 when a research project by the Institute of Mineral Resources of the UNLP and the geology department of the University of Patagonia San Juan Bosco examined the occurrence. The investigation corroborated not only the presence of base metals but also found significant amounts of previously unknown precious metals (1 to 3 g/t Au and 5 to 21 g/t Ag).

In 1994, immediately after the La Josefina gold-silver discovery, Fomicruz S.E. claimed the area as a Provincial Mineral Reserve and subsequently explored the project in collaboration with the Instituto de Recursos Minerales (INREMI) of La Plata University. The geology and alteration of the project area was mapped at a scale of 1:20,000, mineralized structures and zones of sinter were mapped at 1:2,500, trenches across the structures were continuously sampled and mapped at scales of 1:100 and ground geophysical surveys consisting of 6,000 metres of inverse polarization resistivity and 5,750 meters of magnetic surveys were completed over sectors of greatest interest (INREMI, 1996). In 1998, after four years of exploring and advancing interest in the project, Fomicruz S.E. offered La Josefina for public bidding by international mining companies. In accordance with provincial law, the winner would continue exploring the project to earn the right to share production with Fomicruz S.E. of any commercial discoveries. The bid was awarded to Minamérica S. A., a small private Argentine mining company. Minamérica S.A. dug a limited number of new trenches, initiated a program of systematic surface geochemical sampling, completed several new IP-Resistivity geophysical survey lines and drilled the first exploration holes on the project – 12 diamond core holes (HQ-size, 63.5mm diameter) totaling 800 meters in length. Minamerica S.A. exploration activity and the property reverted back to Fomicruz S.E. in 1999.

In 2000, Fomicruz S.E. resumed exploration of the project and continued their efforts until 2006. Pits were dug to bedrock on 100-meter grids over some of the target areas, 3,900 meters of newtrenches were dug and sampled, more than 8,000 float, soil and outcrop samples were collected for geochemical analyses, some new IP-Resistivity surveys were completed and 59 diamond core holes (total 3,680 meters) were drilled to average shallow depth below surface of 55 meters. Of these holes, 37 were NQ-size core (47.6mm diameter) and 22 were HQ-size core (63.5mm). Fomicruz reports spending more than US$2.8 million in exploring and improving infrastructure on the La Josefina Project from 1994 to 2006.

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Exploration

Between November of 2007 and December of 2008 CCSA completed a 37,605 meter drilling program on the La Josefina property. Significant results of this drilling program, based on all assays received to date with grades over 1 g/t gold, are as follows:

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SSI-D08-167	Sinter	33	34	1.00	79.6	14.2	79.64
SVN-D08-057	Veta Amanda	141.6	142	0.40	71.1	357	72.04
SVN-D08-078	Veta Amanda	29.6	30	0.40	50.2	166	50.63
SVN-D08-057	Veta Amanda	140.8	141.2	0.40	36	499	37.31
SVN-D08-139	Veta Sur	85.25	85.58	0.33	31.5	582	33.03

1 Note: All gold equivalent values are calculated using a ratio of gold price to silver price. The gold price used in this report was $853.30 per ounce. The silver price used in this report was $11.18 per ounce.

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Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-136	Veta Sur	32	33	1.00	31.8	2.4	31.81
SVN-D08-082	Veta Amanda	43.36	43.84	0.48	30	99.9	30.26
SVN-D08-125	Veta Sur	150.7	151.15	0.45	25.3	1880	30.23
SVN-D08-134	Veta Sur	100.1	100.5	0.40	24.5	875	26.79
SVN-D08-198	Veta Norte	108	108.5	0.50	24.9	508	26.23
SVN-D08-193	Veta Norte	18.3	19.2	0.90	26.1	30.4	26.18
SVN-D07-004	Veta Sur	41.77	42.65	0.88	19.9	2100	25.40
SVN-D08-118	Veta Amanda	11.25	12	0.75	24.3	84.2	24.52
SVN-D08-078	Veta Amanda	30.4	30.8	0.40	22.4	180	22.87
SVN-D08-198	Veta Norte				21.1	419	22.20
SVN-D08-084	Veta Amanda	168.4	169.23	0.83	21.4	245	22.04
SVN-D08-153	Veta Sur	37.7	38.2	0.50	20.8	197	21.32
SVN-D08-117	Veta Amanda	14.8	15.4	0.60	20.2	192	20.70
SVN-D08-087	Veta Amanda	86.7	87.1	0.40	19.1	46.8	19.22
SVN-D08-091	Veta Amanda				18.7	68	18.88
SVN-D08-198	Veta Norte	43.6	44.6	1.00	18.65	1	18.65
SVN-D07-003	Veta Amanda	124.8	125.3	0.50	17.8	303	18.59
SVN-D07-010	Veta Amanda	86.5	87	0.50	18.3	36.6	18.40
SVN-D08-198	Veta Norte	104.7	105.3	0.60	17.85	148	18.24
SVN-D08-176	Veta Amanda	263.2	263.6	0.40	18.15	19	18.20
SVN-D07-004	Veta Sur	42.65	43.3	0.65	16.55	537	17.96
SVN-D08-089	Veta Amanda	78	79	1.00	17.65	55.5	17.80
SVN-D08-047	Veta Amanda	122.7	123.3	0.60	16.95	73.8	17.14
SVN-D08-080	Veta Amanda	25.65	26.05	0.40	16.9	20.4	16.95
SVN-D08-160	Veta Sur	25.9	26.35	0.45	14.55	891	16.88
SVN-D08-176	Veta Amanda	262.4	262.8	0.40	16.55	19.8	16.60
SVN-D07-010	Veta Amanda	124.4	124.85	0.45	16.15	6.4	16.17
SVN-D08-150	Veta Sur	21.4	21.8	0.40	13.1	1160	16.14
SVN-D08-081	Veta Amanda	155.85	156.25	0.40	15	346	15.91
SVN-D08-101	Veta Amanda	30.3	30.95	0.65	15.55	72.7	15.74
SVN-D08-103	Veta Amanda	19.08	19.5	0.42	14.05	578	15.56
SVN-D07-001	Veta Amanda	81	81.5	0.50	15.25	113	15.55
SVN-D08-098	Veta Amanda	50.56	51.18	0.62	15.3	10	15.33
SVN-D08-102	Veta Amanda	55.5	55.85	0.35	14.8	80.4	15.01
SVN-D08-134	Veta Sur	99.3	99.7	0.40	2.44	4720	14.81
SVN-D08-150	Veta Sur	20.5	21	0.50	14.15	209	14.70
SVN-D08-081	Veta Amanda	155.1	155.85	0.75	13.8	295	14.57
SVN-D08-078	Veta Amanda	30	30.4	0.40	14.1	142	14.47
SSI-D08-074	Sinter	40.25	42	1.75	14.1	4.7	14.11
SVN-D08-150	Veta Sur	23.65	24	0.35	11.8	601	13.37
SVN-D08-094	Veta Amanda	167.2	167.66	0.46	12.95	37.3	13.05
SVN-D08-046	Veta Amanda	106.5	107	0.50	12.85	21	12.91
SVN-D08-144	Veta Sur	101.05	102.35	1.30	12.25	197	12.77
SVN-D07-003	Veta Amanda	80.5	81.15	0.65	12.65	37.7	12.75
SVN-D08-099	Veta Amanda	54.33	54.83	0.50	12.55	31.1	12.63
SVN-D07-002	Veta Amanda	88.5	89.05	0.55	12.4	88.2	12.63
SVN-D07-009	Veta Amanda	102.2	102.62	0.42	12.25	6.2	12.27
SVN-D07-002	Veta Amanda	89.05	89.6	0.55	11.8	72.5	11.99
SVN-D08-150	Veta Sur	20	20.5	0.50	11.25	149	11.64
SVN-D08-138	Veta Sur	47.85	48.6	0.75	10.05	598	11.62
SVN-D08-149	Veta Sur	63.8	64.2	0.40	4.44	2720	11.57
SVN-D08-132	Veta Sur	76.5	77	0.50	10.65	315	11.48
SVN-D08-048	Veta Sur	104	104.65	0.65	6.5	1825	11.28
SVN-D08-206	Veta Norte	85.9	86.6	0.70	11.2	26.8	11.27

12

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-120	Veta Amanda	8	8.4	0.40	10.7	55.2	10.84
SVN-D08-121	Veta Amanda	34.95	35.35	0.40	10.65	12.6	10.68
SVN-D07-003	Veta Amanda	124.2	124.8	0.60	9.82	213	10.38
SVN-D08-098	Veta Amanda	56.9	57.4	0.50	10.35	10.1	10.38
SVN-D08-098	Veta Amanda	51.18	51.6	0.42	10.1	36.9	10.20
SVN-D08-144	Veta Sur	100.2	101.05	0.85	7.84	888	10.17
SVN-D08-103	Veta Amanda	12.1	12.6	0.50	10.05	12.7	10.08
SVN-D07-002	Veta Amanda	132.4	132.87	0.47	9.49	113	9.79
SVN-D08-096	Veta Amanda	231.15	231.82	0.67	9.6	36	9.69
SVN-D08-117	Veta Amanda	16	16.6	0.60	9.19	175	9.65
SVN-D08-198	Veta Norte	107.4	108	0.60	8.61	393	9.64
SVN-D08-132	Veta Sur	71	71.5	0.50	7.85	682	9.64
SVN-D08-046	Veta Amanda				8.49	400	9.54
SVN-D08-141	Veta Sur	88.2	90	1.80	9.31	12.3	9.34
SVN-D08-089	Veta Amanda	79	80	1.00	9.27	8.1	9.29
SVN-D08-155	Veta Sur				8.8	170	9.25
SSI-D08-106	Sinter	71	71.4	0.40	9.05	4.3	9.06
SVN-D08-134	Veta Sur	98.6	99.3	0.70	6.17	1055	8.93
SVN-D08-091	Veta Amanda	187.6	188	0.40	8.82	40.7	8.93
SVN-D08-176	Veta Amanda	266	266.4	0.40	8.57	43.6	8.68
SVN-D08-149	Veta Sur	64.2	64.98	0.78	6.28	902	8.64
SVN-D08-200	Veta Norte	127.53	128.3	0.77	8.19	147	8.58
SVN-D08-084	Veta Amanda	167.8	168.4	0.60	7.66	344	8.56
SVN-D08-078	Veta Amanda	29.15	29.6	0.45	8.41	53	8.55
SVN-D08-134	Veta Sur	99.7	100.1	0.40	2.36	2360	8.54
SVN-D07-005	Veta Sur	100.3	101.15	0.85	8.36	16.3	8.40
SVN-D08-078	Veta Amanda	36.3	36.93	0.63	8.33	15.8	8.37
SVN-D07-004	Veta Sur	23.15	24	0.85	8.22	2.3	8.23
SVN-D08-158	Veta Sur	119.35	119.75	0.40	7.76	169	8.20
SVN-D08-132	Veta Sur				7.34	323	8.19
SVN-D08-193	Veta Norte	20.2	20.6	0.40	7.96	17.6	8.01
SVN-D08-092	Veta Amanda	108	108.4	0.40	7.96	11.5	7.99
SVN-D08-130	Veta Sur	116.05	116.5	0.45	7.15	308	7.96
SVN-D08-102	Veta Amanda	31.15	32	0.85	7.84	33.4	7.93
SVN-D08-153	Veta Sur	37.15	37.7	0.55	7.84	25.1	7.91
SVN-D08-096	Veta Amanda	230.8	231.15	0.35	7.79	39.2	7.89
SVN-D08-155	Veta Sur	72.6	73.3	0.70	6.92	222	7.50
SVN-D08-176	Veta Amanda	262.8	263.2	0.40	7.46	10.6	7.49
SVN-D08-140	Veta Sur	61.85	62.6	0.75	5.14	864	7.40
SVN-D08-046	Veta Amanda	126.05	126.52	0.47	6.74	245	7.38
SVN-D08-206	Veta Norte	86.6	87.05	0.45	7.25	20.8	7.30
SVN-D08-057	Veta Amanda	141.2	141.6	0.40	6	493	7.29
SVN-D08-082	Veta Amanda	18.39	18.83	0.44	7.28	0.8	7.28
SVN-D07-011	Veta Norte	43	43.85	0.85	7.05	8.6	7.07
SVN-D08-209	Veta Norte	63.5	63.9	0.40	7.03	11.9	7.06
SVN-D08-057	Veta Amanda	151.11	151.64	0.53	6.4	242	7.03
SVN-D08-095	Veta Amanda	130.4	130.73	0.33	6.87	50.2	7.00
SVN-D08-193	Veta Norte	52.4	52.8	0.40	6.79	45.6	6.91
SVN-D08-096	Veta Amanda	230	230.4	0.40	6.64	90.2	6.88
SVN-D08-150	Veta Sur	22.2	22.7	0.50	6.23	230	6.83
SVN-D08-144	Veta Sur	98.75	99.15	0.40	6.17	230	6.77
SC-D08-030	Veta Maria Belen	64	64.91	0.91	6.75	3.8	6.76
SVN-D08-123	Veta Sur	119.5	120	0.50	3.77	1140	6.76
SVN-D08-084	Veta Amanda	193.45	194	0.55	6.58	58	6.73

13

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-200	Veta Norte	80.6	81	0.40	6.6	47	6.72
SVN-D08-090	Veta Amanda	83.03	83.6	0.57	6.32	145	6.70
SVN-D08-098	Veta Amanda	56.4	56.9	0.50	6.68	4.7	6.69
SVN-D08-132	Veta Sur	73.5	74	0.50	4.63	764	6.63
SVN-D08-140	Veta Sur	61.05	61.85	0.80	6.05	155	6.46
SVN-D08-211	Veta Norte	107.45	108.25	0.80	6.21	86.2	6.44
SVN-D07-009	Veta Amanda	102.62	103.12	0.50	6.42	4.3	6.43
SVN-D08-150	Veta Sur	21	21.4	0.40	4.23	794	6.31
SC-D08-028	Veta Maria Belen	23.78	24.6	0.82	6.28	3.5	6.29
SVN-D08-127	Veta Sur	125.65	126.07	0.42	5.75	185	6.23
SVN-D08-117	Veta Amanda				5.97	92.9	6.21
SVN-D08-150	Veta Sur				6.01	64.5	6.18
SVN-D08-194	Veta Norte	53.9	54.35	0.45	6.12	22.2	6.18
SVN-D08-091	Veta Amanda	188	188.4	0.40	6.14	3.2	6.15
SVN-D08-117	Veta Amanda	18.6	19.3	0.70	6.03	30.2	6.11
SVN-D08-132	Veta Sur	74	74.5	0.50	4.72	525	6.10
SVN-D08-132	Veta Sur	76	76.5	0.50	5.58	185	6.06
SVN-D08-101	Veta Amanda	30.95	31.76	0.81	5.87	44.4	5.99
SVN-D08-130	Veta Sur	116.5	116.9	0.40	5.48	182	5.96
SVN-D08-082	Veta Amanda	84.3	84.75	0.45	5.48	135	5.83
SC-D08-044	Veta Maria Belen	94.45	95.25	0.80	5.75	21.9	5.81
SVN-D08-095	Veta Amanda	128.7	129.1	0.40	5.66	51.2	5.79
SVN-D08-158	Veta Sur	119.75	120.1	0.35	4.64	440	5.79
SSI-D08-110	Sinter	72.05	72.55	0.50	5.79	-0.5	5.79
SVN-D08-198	Veta Norte	108.5	108.9	0.40	4.9	247	5.55
SVN-D08-201	Veta Norte	156	156.5	0.50	5.13	151	5.53
SVN-D08-132	Veta Sur	71.5	72	0.50	3.36	794	5.44
SVN-D08-150	Veta Sur	18.5	19	0.50	5.2	83.4	5.42
SVN-D08-047	Veta Amanda	158	158.8	0.80	5.31	26.2	5.38
SVN-D08-093	Veta Amanda	170.8	171.3	0.50	5.35	2.9	5.36
SVN-D08-149	Veta Sur	62.2	62.6	0.40	5.16	59.2	5.32
SVN-D08-125	Veta Sur	150.3	150.7	0.40	2.9	917	5.30
SVN-D08-138	Veta Sur	46.9	47.85	0.95	4.9	148	5.29
SVN-D08-200	Veta Norte	81	81.6	0.60	4.91	139	5.27
SVN-D08-120	Veta Amanda	22	22.5	0.50	5.24	11.1	5.27
SVN-D08-193	Veta Norte	17.35	18.3	0.95	5.19	22.4	5.25
SVN-D07-009	Veta Amanda	67.05	67.55	0.50	5.13	44.5	5.25
SVN-D08-127	Veta Sur	126.8	127.2	0.40	4.57	229	5.17
SVN-D08-085	Veta Amanda	111	111.4	0.40	5.14	1.4	5.14
SVN-D08-195	Veta Norte	70	70.5	0.50	4.97	43.4	5.08
SVN-D08-018	Veta Cruzada	83.16	83.88	0.72	3.48	583	5.01
SSI-D08-108	Sinter	24	25	1.00	4.95	9	4.97
SVN-D08-153	Veta Sur	17	17.56	0.56	4.93	14	4.97
SVN-D07-001	Veta Amanda	14.8	15.3	0.50	4.96	2	4.97
SVN-D08-153	Veta Sur	38.6	39	0.40	4.65	112	4.94
SVN-D08-200	Veta Norte	68.34	68.75	0.41	4.77	24.1	4.83
SVN-D07-002	Veta Amanda	89.6	90.08	0.48	4.68	27.1	4.75
SVN-D08-085	Veta Amanda	51.96	52.6	0.64	4.66	25.8	4.73
SSI-D08-109	Sinter	53.45	54.1	0.65	4.7	9.3	4.72
SVN-D08-125	Veta Sur	152	152.5	0.50	4.25	180	4.72
SVN-D08-132	Veta Sur	70.5	71	0.50	4	249	4.65
SVN-D08-083	Veta Amanda	43.5	44	0.50	4.35	85.2	4.57
SVN-D07-009	Veta Amanda	45	45.5	0.50	4.53	8.8	4.55
SVN-D08-130	Veta Sur	114.3	114.7	0.40	4.35	70.8	4.54

14

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-201	Veta Norte	155.5	156	0.50	4.3	66.7	4.47
SVN-D08-081	Veta Amanda	177.03	177.6	0.57	4.24	78.7	4.45
SVN-D08-151	Veta Sur	120.5	121	0.50	4.31	50.4	4.44
SVN-D07-007	Veta Sur	99.7	100.3	0.60	4	157	4.41
SVN-D08-129	Veta Sur	123.7	124.2	0.50	1.34	1170	4.41
SVN-D08-201	Veta Norte	156.9	157.3	0.40	3.74	241	4.37
SVN-D08-132	Veta Sur	78.5	79	0.50	3.69	252	4.35
SVN-D08-120	Veta Amanda	7.1	8	0.90	4.29	22.2	4.35
SVN-D08-155	Veta Sur	71.8	72.6	0.80	4.08	99.3	4.34
SVN-D08-188	Veta Norte	153.2	153.7	0.50	4.16	60	4.32
SVN-D08-118	Veta Amanda	6	7	1.00	4.26	17.9	4.31
SVN-D08-153	Veta Sur	29.4	29.9	0.50	3.62	257	4.29
SVN-D08-117	Veta Amanda	18.2	18.6	0.40	4.08	74.6	4.28
SVN-D08-086	Veta Amanda	175.86	176.6	0.74	4.13	33.9	4.22
SVN-D08-137	Veta Sur	74.7	76.3	1.60	3.56	241	4.19
SVN-D08-089	Veta Amanda	73	74	1.00	4.08	21.6	4.14
SSI-D08-167	Sinter	30	31	1.00	4.06	0.7	4.06
SVN-D08-141	Veta Sur	96	97.1	1.10	3.89	50.9	4.02
SC-D08-030	Veta Maria Belen	64.91	65.35	0.44	4	4.7	4.01
SVN-D08-159	Veta Sur	118	118.4	0.40	3.73	86.9	3.96
SVN-D08-046	Veta Amanda	120	120.5	0.50	3.1	323	3.95
SVN-D08-177	Veta Amanda	255.9	256.4	0.50	3.66	106	3.94
SVN-D08-084	Veta Amanda	194	194.56	0.56	3.66	105	3.94
SVN-D08-099	Veta Amanda	54.83	55.47	0.64	3.86	21.3	3.92
SVN-D08-087	Veta Amanda	77.7	78.1	0.40	3.9	3.4	3.91
SVN-D07-005	Veta Sur	102.2	102.7	0.50	3.75	52.8	3.89
SVN-D08-117	Veta Amanda	17.05	17.6	0.55	3.65	88.3	3.88
SVN-D08-198	Veta Norte	105.3	105.7	0.40	3.75	45.3	3.87
SVN-D08-091	Veta Amanda	190.7	191.4	0.70	3.81	7.6	3.83
SVN-D08-099	Veta Amanda	63	63.45	0.45	3.75	30.1	3.83
SVN-D08-102	Veta Amanda	34	35	1.00	3.81	5.3	3.82
SVN-D08-046	Veta Amanda	105.85	106.5	0.65	3.69	48.4	3.82
SVN-D08-018	Veta Cruzada	83.88	84.55	0.67	3.33	181	3.80
SVN-D08-105	Veta Amanda	15.25	15.75	0.50	3.78	7.3	3.80
SVN-D08-127	Veta Sur	126.4	126.8	0.40	2.88	349	3.79
SVN-D08-047	Veta Amanda	121.1	121.8	0.70	3.63	56.6	3.78
SVN-D08-207	Veta Norte	7.5	8	0.50	3.73	2.7	3.74
SVN-D08-204	Veta Norte	18.9	19.4	0.50	3.7	7.8	3.72
SVN-D08-130	Veta Sur				3.47	93.2	3.71
SVN-D08-137	Veta Sur	76.3	77	0.70	1.19	960	3.71
SVN-D08-176	Veta Amanda	293.06	293.8	0.74	2.91	303	3.70
SVN-D08-188	Veta Norte	169	170	1.00	3.54	54.1	3.68
SVN-D08-162	Veta Sur	25	25.65	0.65	3.52	56.2	3.67
SVN-D08-117	Veta Amanda	29.2	29.65	0.45	3.6	23.2	3.66
SVN-D08-152	Veta Sur	88	88.5	0.50	3.47	70.9	3.66
SVN-D08-209	Veta Norte	28.75	29.2	0.45	3.45	60.1	3.61
SVN-D08-117	Veta Amanda	16.6	17.05	0.45	3.33	99.3	3.59
SVN-D08-105	Veta Amanda	18.65	19.15	0.50	3.54	9.8	3.57
SVN-D08-098	Veta Amanda	33.4	33.85	0.45	3.53	1	3.53
SVN-D08-129	Veta Sur	126.5	127.5	1.00	3.33	71	3.52
SVN-D08-150	Veta Sur	22.7	23.65	0.95	2.72	293	3.49
SVN-D08-130	Veta Sur	173.55	174	0.45	3.45	4.2	3.46
SVN-D08-086	Veta Amanda	175.1	175.55	0.45	3.27	60.3	3.43
SVN-D08-130	Veta Sur	114.7	115.1	0.40	3.17	97.2	3.42

15

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-158	Veta Sur	118.8	119.35	0.55	3.02	150	3.41
SVN-D07-009	Veta Amanda	65.85	66.25	0.40	3.33	29.8	3.41
SVN-D08-087	Veta Amanda	49.75	50.15	0.40	3.38	1.1	3.38
SVN-D08-177	Veta Amanda	256.4	256.9	0.50	3.12	95.6	3.37
SVN-D08-093	Veta Amanda	169.33	169.85	0.52	3.32	17.9	3.37
SC-D08-036	Veta Ailin	41	41.6	0.60	3.32	16	3.36
SVN-D08-130	Veta Sur	115.7	116.05	0.35	2.46	340	3.35
SVN-D08-118	Veta Amanda	17	17.5	0.50	3.31	9.2	3.33
SVN-D08-192	Veta Norte	19.5	20.25	0.75	3.09	83.4	3.31
SVN-D08-136	Veta Sur	34.5	35	0.50	3.29	6.2	3.31
SVN-D08-120	Veta Amanda	15.78	16.23	0.45	3.18	36.2	3.27
SVN-D08-192	Veta Norte	15.6	16.1	0.50	3.15	45.6	3.27
SVN-D08-121	Veta Amanda	41.55	43	1.45	3.13	48.7	3.26
SVN-D08-206	Veta Norte	92.9	93.6	0.70	0.309	1125	3.26
SVN-D08-051	Veta Sur				2.48	289	3.24
SVN-D08-132	Veta Sur	74.5	75	0.50	1.65	604	3.23
SSI-D08-167	Sinter	54	55	1.00	3.22	1.2	3.22
SVN-D08-127	Veta Sur	126.07	126.4	0.33	2.63	224	3.22
SVN-D07-002	Veta Amanda	88.1	88.5	0.40	3.14	25	3.21
SVN-D08-193	Veta Norte	19.2	20.2	1.00	3.14	15.5	3.18
SVN-D08-096	Veta Amanda	230.4	230.8	0.40	2.9	105	3.18
SVN-D08-078	Veta Amanda	30.8	32	1.20	3.05	47.4	3.17
SVN-D08-118	Veta Amanda	14.25	15.4	1.15	3.12	18	3.17
SVN-D08-046	Veta Amanda	150.35	150.8	0.45	3.1	21.1	3.16
SVN-D08-100	Veta Amanda	53	54	1.00	3.15	1.9	3.15
SVN-D07-004	Veta Sur	41	41.77	0.77	2.81	129	3.15
SVN-D07-005	Veta Sur	62	62.7	0.70	3.08	15.8	3.12
SVN-D08-104	Veta Amanda	23.2	23.6	0.40	3.1	5.7	3.11
SVN-D08-152	Veta Sur	86.5	87.3	0.80	3.03	20.6	3.08
SVN-D07-003	Veta Amanda	147.3	147.75	0.45	3.03	8.3	3.05
SVN-D08-142	Veta Sur	72.55	73	0.45	0.519	962	3.04
SVN-D08-203	Veta Norte	206.5	206.9	0.40	2.84	69.9	3.02
SVN-D07-006	Veta Sur	9	9.5	0.50	2.8	84.8	3.02
SVN-D08-204	Veta Norte	15.9	16.3	0.40	3	3.7	3.01
SSI-D08-110	Sinter	1	2.35	1.35	2.99	5.6	3.00
SVN-D08-137	Veta Sur	77	77.5	0.50	1.07	738	3.00
SVN-D08-153	Veta Sur	42.6	43	0.40	2.58	153	2.98
SVN-D08-193	Veta Norte	46.05	46.53	0.48	2.81	57.8	2.96
SVN-D08-192	Veta Norte	70.4	70.8	0.40	2.42	202	2.95
SVN-D08-188	Veta Norte	168	169	1.00	2.5	143	2.87
SVN-D08-193	Veta Norte	15	16	1.00	2.84	13.2	2.87
SVN-D07-006	Veta Sur	6.5	7	0.50	2.5	130	2.84
SVN-D08-085	Veta Amanda	52.6	53	0.40	2.75	22.8	2.81
SSI-D08-116	Sinter	87	87.9	0.90	2.8	0.9	2.80
SVN-D08-153	Veta Sur	38.2	38.6	0.40	2.01	301	2.80
SVN-D08-132	Veta Sur	72.5	73	0.50	2.54	87.9	2.77
SVN-D08-048	Veta Sur	101.35	101.9	0.55	1.12	623	2.75
SVN-D08-103	Veta Amanda	18.07	18.4	0.33	2.71	14.3	2.75
SVN-D08-136	Veta Sur	11.75	12.9	1.15	2.57	63.4	2.74
SVN-D08-177	Veta Amanda	256.9	257.3	0.40	2.44	105	2.72
SVN-D07-011	Veta Norte	40.9	41.35	0.45	2.68	9.5	2.70
SVN-D08-046	Veta Amanda	122	122.5	0.50	2.56	51.1	2.69
SVN-D08-203	Veta Norte	206.9	207.3	0.40	2.58	35.6	2.67
SVN-D08-102	Veta Amanda	33.6	34	0.40	2.64	6.7	2.66

16

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-121	Veta Amanda	39.6	40.1	0.50	2.48	64.9	2.65
SVN-D08-194	Veta Norte	54.35	54.8	0.45	2.55	38	2.65
SVN-D08-123	Veta Sur	131.5	132	0.50	2.38	96.4	2.63
SVN-D08-094	Veta Amanda	218.8	219.05	0.25	2.59	8.2	2.61
SVN-D08-104	Veta Amanda	39	40.45	1.45	2.54	8.8	2.56
SVN-D08-086	Veta Amanda	155.35	155.9	0.55	2.27	106	2.55
SC-D08-015	Veta Las Latitas	41.75	42.25	0.50	2.51	12.4	2.54
SSI-D08-106	Sinter	71.4	71.85	0.45	2.53	3.3	2.54
SVN-D08-192	Veta Norte	66.5	67	0.50	1.67	331	2.54
SVN-D07-006	Veta Sur	6	6.5	0.50	2.45	29.8	2.53
SC-D08-030	Veta Maria Belen	63.42	64	0.58	2.51	6.8	2.53
SVN-D07-003	Veta Amanda	73.08	73.8	0.72	2.31	75.6	2.51
SVN-D08-129	Veta Sur	130.9	131.4	0.50	0.487	769	2.50
SVN-D08-129	Veta Sur	125	125.5	0.50	2.36	43.4	2.47
SVN-D08-083	Veta Amanda	34.3	34.75	0.45	2.45	5.8	2.47
SVN-D08-083	Veta Amanda	32.7	33.1	0.40	2.37	16.2	2.41
SVN-D08-101	Veta Amanda	14.8	15.25	0.45	2.37	16	2.41
SVN-D08-162	Veta Sur	24.5	25	0.50	2.11	102	2.38
SVN-D08-082	Veta Amanda	49.41	50.17	0.76	2.1	105	2.38
SVN-D07-011	Veta Norte	33.9	34.5	0.60	2.31	21.4	2.37
SVN-D08-086	Veta Amanda	163	163.4	0.40	2.33	13.7	2.37
SVN-D08-049	Veta Sur	27.3	27.85	0.55	2.15	76.2	2.35
SVN-D08-095	Veta Amanda	129.65	130.4	0.75	2.31	14.3	2.35
SVN-D08-130	Veta Sur	115.1	115.7	0.60	2.09	95	2.34
SVN-D08-176	Veta Amanda	264.4	264.8	0.40	2.15	71.7	2.34
SVN-D08-149	Veta Sur	62.6	63	0.40	1.765	215	2.33
SVN-D08-047	Veta Amanda	150.4	151.4	1.00	2.3	6.6	2.32
SVN-D08-123	Veta Sur	123.5	124	0.50	1.56	287	2.31
SVN-D07-001	Veta Amanda	79	80	1.00	2.27	14.4	2.31
SVN-D08-140	Veta Sur	62.6	63	0.40	2.13	64.3	2.30
SVN-D08-076	Veta Amanda	21.95	22.35	0.40	2.27	5.4	2.28
SVN-D08-123	Veta Sur	120	120.5	0.50	1.695	220	2.27
SVN-D08-169	Veta Amanda	212	213	1.00	2.23	10	2.26
SVN-D08-160	Veta Sur	24.9	25.9	1.00	1.845	152	2.24
SVN-D08-203	Veta Norte	273.9	274.3	0.40	2.23	1.6	2.23
SVN-D07-007	Veta Sur	100.3	100.85	0.55	2.03	70.8	2.22
SVN-D08-193	Veta Norte	49.5	49.9	0.40	2.12	33.2	2.21
SVN-D08-150	Veta Sur	24	24.5	0.50	2.11	36.2	2.20
SVN-D08-051	Veta Sur	148	148.8	0.80	1.62	221	2.20
SVN-D08-081	Veta Amanda	220.97	221.2	0.23	2.16	11.6	2.19
SVN-D07-010	Veta Amanda	85.55	86	0.45	2.18	3.8	2.19
SVN-D08-089	Veta Amanda	74	75	1.00	2.15	13.4	2.19
SVN-D08-052	Veta Sur	84.5	85	0.50	2.13	12.7	2.16
SVN-D08-176	Veta Amanda	290.06	290.55	0.49	1.74	161	2.16
SC-D08-015	Veta Las Latitas	42.25	42.77	0.52	2.1	22.7	2.16
SVN-D08-120	Veta Amanda	16.7	17.25	0.55	1.975	69.2	2.16
SSI-D08-116	Sinter	90.4	91.5	1.10	2.14	1.7	2.14
SVN-D08-139	Veta Sur	84.95	85.25	0.30	1.94	73.9	2.13
SVN-D08-142	Veta Sur	98.75	99.8	1.05	1.785	131	2.13
SVN-D08-209	Veta Norte	57	57.4	0.40	2.07	22.1	2.13
SVN-D08-159	Veta Sur	143.43	144.1	0.67	2.08	18.1	2.13
SVN-D08-083	Veta Amanda	41.7	42.1	0.40	2.12	2.7	2.13
SVN-D07-004	Veta Sur	30	31	1.00	2.12	2.2	2.13
SVN-D08-083	Veta Amanda	33.1	33.5	0.40	2.1	8.7	2.12

17

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-046	Veta Amanda	150.8	151.2	0.40	2.09	10.4	2.12
SVN-D08-150	Veta Sur	21.8	22.2	0.40	1.85	101	2.11
SVN-D07-012	Veta Norte	89.95	90.7	0.75	2.06	19.7	2.11
SVN-D08-211	Veta Norte	174.4	175	0.60	2.01	33.7	2.10
SVN-D08-195	Veta Norte	68	68.6	0.60	2.02	18.8	2.07
SVN-D08-176	Veta Amanda	265.2	265.6	0.40	1.975	34.4	2.07
SVN-D08-123	Veta Sur	118.5	119	0.50	1.855	79.1	2.06
SVN-D08-157	Veta Sur	106.4	106.8	0.40	1.73	119	2.04
SSI-D08-108	Sinter	25	26.5	1.50	2.03	4	2.04
SVN-D08-195	Veta Norte	12.4	13.2	0.80	2.02	6.9	2.04
SVN-D08-076	Veta Amanda	35.85	36.25	0.40	1.86	65.1	2.03
SVN-D08-102	Veta Amanda	57.4	57.85	0.45	2.01	4.6	2.02
SVN-D08-082	Veta Amanda	19.37	19.8	0.43	2.01	1.1	2.01
SVN-D08-129	Veta Sur	86.3	86.85	0.55	1.99	8.3	2.01
SVN-D08-134	Veta Sur	91.85	92.23	0.38	1.97	15.1	2.01
SVN-D07-010	Veta Amanda	79.5	80	0.50	1.915	35.3	2.01
SVN-D08-085	Veta Amanda	49.4	50.4	1.00	1.975	9.2	2.00
SVN-D08-092	Veta Amanda	140.65	141.08	0.43	1.93	18.5	1.98
SVN-D08-077	Veta Amanda	85.03	85.43	0.40	1.845	49.7	1.98
SVN-D07-006	Veta Sur	32	32.5	0.50	1.83	54.9	1.97
SVN-D08-094	Veta Amanda	167.66	168.1	0.44	1.91	24.2	1.97
SVN-D08-056	Veta Amanda	80.25	81	0.75	1.965	1.7	1.97
SVN-D08-133	Veta Sur	137.8	138.2	0.40	1.84	42.3	1.95
SVN-D08-084	Veta Amanda	195.56	195.98	0.42	1.68	102	1.95
SVN-D08-046	Veta Amanda	119.3	120	0.70	1.5	169	1.94
SVN-D08-094	Veta Amanda	169.65	170.1	0.45	1.915	2.4	1.92
SSI-D08-110	Sinter	71.45	72.05	0.60	1.905	1.1	1.91
SC-D08-043	Veta Maria Belen	55.4	55.8	0.40	1.86	7.9	1.88
SVN-D08-150	Veta Sur	18	18.5	0.50	1.76	43.6	1.87
SVN-D08-194	Veta Norte	55.7	56.1	0.40	1.795	27.1	1.87
SSI-D08-167	Sinter	37	38	1.00	1.85	4.2	1.86
SVN-D08-198	Veta Norte	105.7	107.4	1.70	1.785	28.2	1.86
SVN-D08-101	Veta Amanda	21.19	21.74	0.55	1.845	4.7	1.86
SVN-D08-130	Veta Sur				1.66	68.3	1.84
SVN-D08-130	Veta Sur	129.2	129.7	0.50	1.785	18.2	1.83
SVN-D08-076	Veta Amanda	15.25	16.25	1.00	1.81	8.5	1.83
SVN-D08-127	Veta Sur	129.2	129.7	0.50	1.605	78	1.81
SVN-D08-210	Veta Norte	88.35	89.25	0.90	1.62	71.8	1.81
SVN-D08-130	Veta Sur	77.55	77.95	0.40	1.485	121	1.80
SVN-D08-176	Veta Amanda	266.8	267.2	0.40	1.46	127	1.79
SVN-D08-124	Veta Sur	203	203.5	0.50	1.57	85	1.79
SVN-D08-209	Veta Norte	49	49.5	0.50	1.78	1.9	1.78
SVN-D08-117	Veta Amanda	11.85	12.3	0.45	1.735	14.7	1.77
SVN-D07-006	Veta Sur	32.5	33	0.50	1.69	29.8	1.77
SVN-D08-142	Veta Sur	71.62	72.55	0.93	0.816	360	1.76
SVN-D08-157	Veta Sur	97.75	98.25	0.50	1.635	47.1	1.76
SVN-D08-017	Veta Cruzada	62.5	63	0.50	1.67	32.4	1.75
SVN-D08-083	Veta Amanda	42.6	43	0.40	1.72	9.5	1.74
SVN-D08-077	Veta Amanda	103.4	103.8	0.40	1.52	85	1.74
SVN-D08-099	Veta Amanda	63.45	64	0.55	1.545	75	1.74
SVN-D08-176	Veta Amanda	264.8	265.2	0.40	1.67	24.5	1.73
SVN-D08-194	Veta Norte	113.75	114.25	0.50	1.72	-0.5	1.72
SVN-D08-193	Veta Norte	0.4	1.4	1.00	1.685	4.2	1.70
SVN-D08-157	Veta Sur	103	103.5	0.50	1.635	13.8	1.67

18

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-120	Veta Amanda	16.23	16.7	0.47	1.58	33.6	1.67
SVN-D08-123	Veta Sur	120.5	121	0.50	1.18	183	1.66
SVN-D07-010	Veta Amanda	69	70	1.00	1.655	1	1.66
SVN-D08-076	Veta Amanda	17.25	18.2	0.95	1.61	12.7	1.64
SVN-D08-143	Veta Sur	94.4	94.9	0.50	1.525	43.1	1.64
SVN-D08-195	Veta Norte	69	70	1.00	1.605	8.4	1.63
SVN-D07-002	Veta Amanda	76.22	76.65	0.43	1.575	18.6	1.62
SC-D08-028	Veta Maria Belen	88.3	88.8	0.50	1.6	8.9	1.62
SVN-D08-139	Veta Sur	79.66	80	0.34	1.58	14.2	1.62
SVN-D08-091	Veta Amanda	177.8	178.35	0.55	1.315	115	1.62
SVN-D07-002	Veta Amanda	87.55	88.1	0.55	1.02	227	1.61
SVN-D08-201	Veta Norte	156.5	156.9	0.40	1.5	42.1	1.61
SVN-D08-176	Veta Amanda	265.6	266	0.40	1.465	52.2	1.60
SVN-D08-100	Veta Amanda	10.7	11.2	0.50	1.59	3	1.60
SVN-D08-127	Veta Sur				1.21	144	1.59
SVN-D08-176	Veta Amanda	264	264.4	0.40	1.49	34.2	1.58
SVN-D08-127	Veta Sur	128.8	129.2	0.40	1.215	139	1.58
SVN-D08-080	Veta Amanda	28.15	28.55	0.40	1.54	14.6	1.58
SVN-D08-121	Veta Amanda	13.5	14.7	1.20	1.57	1.8	1.57
SVN-D08-130	Veta Sur	76.6	77.1	0.50	1.395	68.1	1.57
SVN-D08-157	Veta Sur	83	83.5	0.50	1.435	51.4	1.57
SVN-D08-158	Veta Sur	79.6	80	0.40	1.535	12.4	1.57
SVN-D08-202	Veta Norte	75.7	76.1	0.40	1.55	6.5	1.57
SVN-D08-117	Veta Amanda	15.4	16	0.60	1.465	38.8	1.57
SC-D08-053	Veta Maria Belen	12.5	13	0.50	1.555	1.9	1.56
SVN-D08-101	Veta Amanda	31.76	32.7	0.94	1.495	20.6	1.55
SVN-D07-002	Veta Amanda	132.87	133.37	0.50	1.51	12.6	1.54
SVN-D08-152	Veta Sur	87.3	88	0.70	1.375	60.3	1.53
SVN-D08-142	Veta Sur	70.1	70.85	0.75	1.415	45	1.53
SVN-D08-131	Veta Sur	118.1	118.7	0.60	1.15	144	1.53
SVN-D08-081	Veta Amanda	154.7	155.1	0.40	1.205	123	1.53
SVN-D08-052	Veta Sur	128.6	129.2	0.60	1.48	14.7	1.52
SVN-D08-138	Veta Sur	57.53	58.45	0.92	1.435	24.1	1.50
SC-D08-062	Veta Tonina	75.6	76.23	0.63	1.325	64.1	1.49
SVN-D08-095	Veta Amanda	201.5	201.9	0.40	1.475	6	1.49
SVN-D08-130	Veta Sur	77.95	78.35	0.40	1.27	81.1	1.48
SC-D08-037	Veta Ailin	103	103.5	0.50	1.455	5.1	1.47
SVN-D08-077	Veta Amanda	84.73	85.03	0.30	1.19	105	1.47
SVN-D08-149	Veta Sur	61.4	62.2	0.80	1.1	139	1.46
SVN-D08-141	Veta Sur	93	96	3.00	1.395	25.3	1.46
SVN-D08-117	Veta Amanda	7.1	7.5	0.40	1.42	15.2	1.46
SVN-D08-102	Veta Amanda	29.5	30	0.50	1.4	20	1.45
SVN-D08-084	Veta Amanda	27.9	28.32	0.42	1.42	11.6	1.45
SVN-D08-077	Veta Amanda	57	58.09	1.09	1.405	17	1.45
SVN-D08-125	Veta Sur	151.15	151.66	0.51	1.19	98.1	1.45
SVN-D08-086	Veta Amanda	194	194.65	0.65	1.42	9.1	1.44
SVN-D08-192	Veta Norte	18	19	1.00	1.42	7.8	1.44
SVN-D08-123	Veta Sur	128.5	129	0.50	1.19	94.2	1.44
SVN-D08-098	Veta Amanda	91.2	91.55	0.35	1.435	0.5	1.44
SC-D08-042	Veta Maria Belen	94.85	95.25	0.40	1.4	8.8	1.42
SC-D08-028	Veta Maria Belen	87.6	88.3	0.70	1.395	10	1.42
SVN-D08-118	Veta Amanda	13.5	14.25	0.75	1.37	17.7	1.42
SVN-D08-159	Veta Sur	112.3	112.7	0.40	1.36	20.7	1.41
SVN-D08-130	Veta Sur	128	129.2	1.20	1.165	94.7	1.41

19

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D07-001	Veta Amanda	17.05	17.5	0.45	1.41	0.8	1.41
SVN-D08-052	Veta Sur	70.5	71.15	0.65	1.405	2.6	1.41
SVN-D08-056	Veta Amanda	84	86	2.00	1.39	0.9	1.39
SVN-D07-007	Veta Sur	33.9	34.75	0.85	1.375	4	1.39
SVN-D08-200	Veta Norte	71.4	71.8	0.40	1.375	3.2	1.38
SVN-D07-002	Veta Amanda	66.5	67.12	0.62	1.37	2.5	1.38
SVN-D08-177	Veta Amanda	157.05	157.45	0.40	1.315	19.5	1.37
SVN-D08-150	Veta Sur	34.5	35	0.50	1.31	21.4	1.37
SC-D08-042	Veta Maria Belen	94.4	94.85	0.45	1.35	4.7	1.36
SVN-D08-121	Veta Amanda	43.85	45.8	1.95	1.33	10.1	1.36
SVN-D08-083	Veta Amanda	38.3	39.1	0.80	1.35	2.1	1.36
SVN-D08-152	Veta Sur	88.5	89	0.50	0.811	199	1.33
SVN-D08-125	Veta Sur	135	136	1.00	1.285	17.1	1.33
SVN-D08-142	Veta Sur	98.37	98.75	0.38	1.245	27.4	1.32
SVN-D08-193	Veta Norte	8.6	9.4	0.80	1.295	8.1	1.32
SVN-D08-188	Veta Norte	152.45	153.2	0.75	1.295	7.2	1.31
SSI-D08-110	Sinter	74.85	75.3	0.45	1.305	2.4	1.31
SVN-D08-192	Veta Norte	71.25	73	1.75	1.12	71.1	1.31
SVN-D08-118	Veta Amanda	9.8	10.2	0.40	1.275	11.5	1.31
SVN-D08-092	Veta Amanda	101.2	101.7	0.50	1.3	1	1.30
SVN-D08-193	Veta Norte	11.45	11.85	0.40	1.3	0.8	1.30
SVN-D08-088	Veta Amanda	225.52	226.4	0.88	1.265	11.4	1.29
SVN-D08-132	Veta Sur	73	73.5	0.50	1.11	69.9	1.29
SVN-D08-191	Veta Norte	147.6	148.1	0.50	1.26	12.6	1.29
SSI-D08-109	Sinter	100.3	100.7	0.40	1.26	12	1.29
SVN-D08-209	Veta Norte	42	42.6	0.60	1.285	1.7	1.29
SVN-D08-137	Veta Sur	77.5	78.4	0.90	0.705	218	1.28
SVN-D08-102	Veta Amanda	39.7	40.55	0.85	1.235	15.7	1.28
SVN-D08-077	Veta Amanda	70.45	70.95	0.50	0.972	115	1.27
SVN-D08-201	Veta Norte	123	123.6	0.60	1.26	4.9	1.27
SVN-D08-057	Veta Amanda	150.1	150.6	0.50	1.065	78	1.27
SVN-D08-052	Veta Sur	92	94	2.00	1.235	11.6	1.27
SVN-D08-046	Veta Amanda	124.2	125	0.80	1.025	91.2	1.26
SVN-D08-117	Veta Amanda	25.9	26.9	1.00	1.26	1	1.26
SSI-D08-074	Sinter	24	25	1.00	1.245	-0.5	1.24
SVN-D08-195	Veta Norte	12	12.4	0.40	1.205	14.4	1.24
SVN-D08-192	Veta Norte	42	43	1.00	1.225	2.9	1.23
SVN-D08-051	Veta Sur	78.3	78.7	0.40	1.225	2.2	1.23
SVN-D08-094	Veta Amanda	169.15	169.65	0.50	1.19	13.6	1.23
SVN-D08-051	Veta Sur	81	81.6	0.60	1.22	2.1	1.23
SVN-D08-104	Veta Amanda	25.6	26.25	0.65	1.205	6	1.22
SVN-D08-206	Veta Norte	93.6	94	0.40	0.418	302	1.21
SVN-D08-046	Veta Amanda	125	125.55	0.55	1.2	3.4	1.21
SVN-D08-083	Veta Amanda	80.1	80.5	0.40	1.21	-0.5	1.21
SC-D08-028	Veta Maria Belen	86.6	87.26	0.66	1.195	3.4	1.20
SC-D08-042	Veta Maria Belen	94	94.4	0.40	1.195	3.4	1.20
SC-D08-028	Veta Maria Belen	87.2	87.6	0.40	1.195	3.3	1.20
SSI-D08-167	Sinter	29	30	1.00	1.195	1.5	1.20
SVN-D08-206	Veta Norte	123.35	124	0.65	1.185	5.3	1.20
SVN-D07-003	Veta Amanda	77.38	77.9	0.52	1.165	11.8	1.20
SVN-D08-153	Veta Sur	40.5	41.2	0.70	1.13	24.5	1.19
SVN-D08-100	Veta Amanda	13.85	14.6	0.75	1.18	5.1	1.19
SVN-D08-207	Veta Norte	16.4	16.9	0.50	1.18	2.8	1.19
SVN-D08-083	Veta Amanda	31.45	32.35	0.90	1.065	46	1.19

20

Hole	Zone	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Au equivalent1 g/t
SVN-D08-097	Veta Amanda	37.3	37.85	0.55	1.175	3.5	1.18
SVN-D08-149	Veta Sur	79.8	80.2	0.40	0.886	113	1.18
SVN-D08-171	Veta Amanda	200.9	201.4	0.50	1.15	11.7	1.18
SVN-D08-206	Veta Norte	82	83	1.00	1.15	11	1.18
SVN-D08-083	Veta Amanda	43	43.5	0.50	1.115	18.6	1.16
SVN-D08-209	Veta Norte	48	49	1.00	1.155	1.8	1.16
SVN-D08-117	Veta Amanda	27.95	28.4	0.45	1.15	2.8	1.16
SVN-D08-130	Veta Sur	171.35	171.85	0.50	1.125	12.3	1.16
SVN-D08-076	Veta Amanda	29.15	29.6	0.45	1.15	1.5	1.15
SC-D08-044	Veta Maria Belen	93.8	94.45	0.65	1.095	22	1.15
SVN-D07-002	Veta Amanda	73.4	73.8	0.40	1.145	2.7	1.15
SVN-D08-051	Veta Sur	85.5	86.15	0.65	1.14	2.9	1.15
SVN-D08-125	Veta Sur	147	147.5	0.50	1.065	30.8	1.15
SVN-D07-004	Veta Sur	24	26	2.00	1.14	0.8	1.14
SVN-D08-052	Veta Sur	103.56	104	0.44	0.98	61.5	1.14
SVN-D07-011	Veta Norte	48	49	1.00	1.135	1.7	1.14
SVN-D08-056	Veta Amanda	171.6	172.4	0.80	1.13	2.9	1.14
SVN-D08-168	Veta Amanda	362	362.8	0.80	0.621	193	1.13
SSI-D08-167	Sinter	42	43	1.00	1.115	3.6	1.12
SVN-D08-176	Veta Amanda	255.15	255.6	0.45	1.055	25.2	1.12
SVN-D08-132	Veta Sur	70	70.5	0.50	1.07	17.6	1.12
SVN-D08-117	Veta Amanda	17.6	18.2	0.60	0.965	56.5	1.11
SVN-D08-087	Veta Amanda	88	88.4	0.40	1.08	11.2	1.11
SVN-D08-048	Veta Sur	106	107	1.00	1.045	23.6	1.11
SVN-D08-198	Veta Norte	104.2	104.7	0.50	1.065	12.3	1.10
SVN-D08-129	Veta Sur	130.5	130.9	0.40	0.961	51.7	1.10
SVN-D08-176	Veta Amanda	262	262.4	0.40	1.065	11.5	1.10
SVN-D08-086	Veta Amanda	171.6	172.2	0.60	1.08	1.2	1.08
SVN-D08-201	Veta Norte	210.7	211.3	0.60	0.988	33.1	1.07
SVN-D08-188	Veta Norte	170	170.5	0.50	1.04	12.8	1.07
SSI-D08-108	Sinter	42.5	43.5	1.00	1.065	1	1.07
SVN-D08-092	Veta Amanda	107.6	108	0.40	1.025	15.1	1.06
SVN-D08-090	Veta Amanda	122.13	122.9	0.77	1.06	-0.5	1.06
SVN-D08-210	Veta Norte	145.1	145.8	0.70	0.607	172	1.06
SVN-D08-102	Veta Amanda	32	33.6	1.60	1.045	4	1.06
SSI-D08-110	Sinter	25.45	25.85	0.40	1.04	5.1	1.05
SSI-D08-167	Sinter	27	28	1.00	1.05	1.2	1.05
SVN-D08-141	Veta Sur	91.8	93	1.20	0.965	32.8	1.05
SVN-D08-192	Veta Norte	17.25	18	0.75	1.03	6.7	1.05
SVN-D08-141	Veta Sur	49.45	49.85	0.40	0.966	30.2	1.05
SVN-D08-127	Veta Sur	125.1	125.65	0.55	1.015	10.2	1.04
SVN-D08-204	Veta Norte	15.3	15.9	0.60	1.025	4.9	1.04
SVN-D07-005	Veta Sur	101.7	102.2	0.50	0.993	16.7	1.04
SVN-D07-012	Veta Norte	65.4	66.35	0.95	1.01	8.6	1.03
SVN-D08-157	Veta Sur	100	100.5	0.50	1.015	3.5	1.02
SSI-D08-107	Sinter	31.3	31.9	0.60	1.02	0.9	1.02
SVN-D08-194	Veta Norte	96	96.5	0.50	1.01	4.3	1.02
SVN-D08-105	Veta Amanda	20.15	22.15	2.00	1.01	1.7	1.01
SVN-D08-158	Veta Sur	65.8	66.4	0.60	0.994	6.8	1.01
SVN-D08-121	Veta Amanda	26.15	26.55	0.40	1.005	1.7	1.01
SVN-D08-099	Veta Amanda	52.28	53.25	0.97	0.889	45.7	1.01
SVN-D07-003	Veta Amanda	113.3	114	0.70	1.005	-0.5	1.00
SVN-D07-013	Veta Sur	38.5	39.5	1.00	0.969	12.3	1.00
SVN-D08-143	Veta Sur	81.6	82	0.40	0.962	14.3	1.00
SVN-D08-095	Veta Amanda	133.9	134.36	0.46	0.987	4.5	1.00
SVN-D08-142	Veta Sur	96	97.5	1.50	0.909	34	1.00

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In 2008 CCSA incurred $4,551,394 in exploration expenses on the La Josefina property. In 2007 CCSA incurred approximately $825,000 in exploration expenses on the La Josefina property.

Legal Framework for Exploration in Argentina

In Argentina, minerals are owned by the provinces, even when they are generally regulated by the national Mining Code. The Mining Code establishes that private property of mines is determined by legal concession.

The provinces can impose a maximum 3% mine-mouth royalty on mineral production. In the case of Santa Cruz Province, if most of the mining processes are performed in the state with doré bar as the final product the mine-mouth royalty can drop to 1%.

In addition, in 1993 the Argentine Congress approved “The Mining Investment Law” which covers all mining stages: prospecting, exploration, extraction, milling, leaching and smelting, when this industrialization is performed by the same economic unit in the region of origin of the mineral. Mining companies need to file paper work with the National Mining Office in order to get an official certificate which gives several advantages. These advantages include 30 years of tax stability on new mines development, capital investment depreciation rights, advantages on provincial and municipal taxes, deduction of 100% on income taxes for the cost of investment done during prospecting and exploration studies, a special regime for amortizing investment in infrastructure machinery and equipment, exemption from income tax of profits resulting from mines and mineral rights; and certain import and export benefits alleviating taxes. By virtue of the mining code, new mine developments can claim a five-year federal tax holiday on production income in Argentina.

Exploration stages:

a) Cateos: The first step in acquiring mining rights is filing a cateo, which gives exclusive prospecting rights for the requested area for a period of time, according with the size of the obtained surface. The maximum size of each cateo is 10,000 hectares, which gives one thousand days to explore the area. A maximum of 20 cateos can be held by a single entity (individual or company) in any one province.

b) Manifestation of Discoveries: The holder of a cateo has exclusive right to establish a Manifestation of Discovery (MD) on that cateo, but MDs can also be set without a cateo on any land not covered by another entity’s cateo. MDs are filed as either a vein or a disseminated discovery. A square protection zone can be declared around the discovery – up to 840 hectares for a vein MD or up to 7,000 hectares for a disseminated MD. The protection zone grants the discoverer exclusive rights for an indefinite period, during which the discoverer must provide an annual report presenting a program of exploration work and investments related to the protection zone.

c) Minas (Mining claims): An MD can later be upgraded to a Mina (mine claim), which gives the holder the right to begin commercial extraction of minerals.

A period not less than sixty (60) days must elapse between the publication of the expiration of the time for exclusive exploration rights belonging to a person and the request of a Cateo by another person (Article 28, amended by Law 22259). During this period of 60 days (as amended by Law 24468), it is allowed that the owner of the Cateo makes its Manifestation of Discoveries. An additional period to make the required “formal work” up to 150 days is obtained and the exploration area is reduced to 70 zones or mining claims of 6 hectares each for vein type deposits or 35 zones of mining claims of 100 hectares each for disseminated type deposits.

The Mines Notary is the officer attesting in the discovery statement to the delivery date and hour, certifying after the Mining Authorities find out whether there is or not another petition in the zone. The certification is made after the Graphic Department verifies on a map the location of the announced discovery.

When the permission has been granted, the claims are to be defined.  Once the discovery has been verified and the mine deposit confirmed, the petitioner will request the formal concession for the mine.

The explorer must compensate the surface owner for any damage incurred during the exploration activities. The surface owner can demand a previous amount of money as a compensation value.

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Mining Property:

The mine concession is unlimited in time, and only ends when the exploitation ceases. It can be transferred by any of the means used for transfers of common property, and as in common real state, mining properties are subject to mortgages.

The payment of an annual Lease or Mining Right of 80 Argentinean pesos for each claim in vein deposit and 800 Argentinean pesos for each disseminated deposit, is required. The lease must be paid in advance and in two equal semi-annual instalments (June 30 and December 31).

The miner shall have to invest in the mine equipment, camps, building, roads, power plants, within the term of 5 years for a minimum amount of 500 times the annual Lease.

Provinces that decide to collect royalties may not receive a percentage exceeding three per cent over the “mine’s exit value” of the extracted ore.

Bajo Pobré Property

Overview

In January, 2006 CCSA signed a Letter of Intent with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré gold property located in Santa Cruz Province, Argentina. In March, 2007 CCSA signed a final contract to acquire the Bajo Pobré property.  Pursuant to this agreement, CCSA can earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a five-year earn-in period. The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement	Payment to FK Minera S.A.		Exploration Expenditures		Ownership
First Year	$	50,000	$	250,000		0	%
Second Year	$	50,000	$	250,000		0	%
Third Year	$	75,000	$	0		51	%
Fourth Year	$	75,000	$	0		60	%
Fifth Year	$	75,000	$	0		100	%

CCSA paid approximately half of its required payment to FK Minera S.A. in the second year of the agreement and all of its required payment to FK Minera S.A. in the first year of the agreement.  CCSA has not engaged in any exploration activity on the Bajo Pobré property. CCSA has not fulfilled any of our exploration obligations relative to the Bajo Pobré property. Further, CCSA has not received any form of formal relief from the contract terms relating to the Bajo Pobré property.

After the fifth year, CCSA shall pay FK Minera the greater of a 1% NSR royalty on commercial production or US$100,000 per year.  CCSA has the option to purchase the NSR Royalty for a lump sum payment of US$1,000,000 less the sum of all royalty payments made to FK Minera to that point. CCSA has the right to conduct exploration on these properties for a period of at least 1,000 days and retains 100% ownership of any mineral deposit found within. Should a mineral deposit be discovered, the Company has the exclusive option to file for mining rights of said deposit.

Filed with the Santa Cruz provincial mining authority, the Bajo Pobré property is comprised of one “Manifestation of Discovery” type mining claim designated “MD Joanna Belem 409162/S/94 and 32 covering “pertenencia” type mining claims. The property covers an area of approximately 120 square kilometers.

Location and Accessibility

The Bajo Pobré Property is located in north-central Santa Cruz province near 47 18’ 04” south latitude and 69 11’ 28” west longitude, 90 kilometers south of the town of Las Heras. It can be accessed by driving west from Las Heras on provincial route 43 for 53 kilometers then south on route 39 for 85 kilometers crossing estancias Laguna grande, El Mirasol, La Herradura and Cumbres Blancas. From there, turning south-east on the access road to Estancia Santa Cruz and traveling an additional 82 kilometers to the property boundary. The total distance of 220 kilometers can be traveled in the summer by two wheel drive vehicles and normally in the winter by four wheel drive vehicles.

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Climate and Physiography

The Patagonia region is classified as a continental steppe-like climate. It is arid, very windy and has two distinct seasons; a cold season and a warm season. The area is sparsely vegetated, consisting mostly of scattered low bushes and grass. Because Patagonia is in the southern hemisphere, the seasons are opposite to North America. The cold winter months are from May to September and warmer summer is from November to March. The average annual precipitation averages only 200 mm, much of which occurs as winter snow; average monthly temperatures range from 3°C to 14°C, but vary widely depending on elevation. The winds are persistent, cool, dry and gusty, averaging about 36 km/hour and directed predominantly to the east-southeast off the Andean Cordillera. All of the Company’s Santa Cruz province projects are characterized by subdued hilly terrain with internal drainages and playa lakes. Elevations range from 300 meters to 800 meters above sea level. Hill slopes are not steep; usually less than 10° and the rock exposures on these hillsides are typically excellent. Almost all of the mineralization and significant geochemical and geophysical anomalies are on the crests or the flanks of these subdued hills.

History

The Bajo Pobré property was discovered in 1970 and has been worked intermittently by several government entities and private companies. Exploration began in the 1990’s with geologic mapping and surface sampling.  Assays from this sampling yielded values from nil to 40 grams per ton gold.  Drill targets identified from surface sampling were augmented in 2002 with additional targets derived from a geophysical survey.  In 2003 and 2004, the property saw a limited amount of exploration drilling which tested a small portion of these targets. 

Geology

The project is located within the Deseado Massif which is dominated by felsic volcanic and volcaniclastic rock units belonging to a few major regional sequences deposited in middle- to late-Jurassic time. The rocks are broken into a series of regional fractures that probably represent reactivated basement fracture zones. Faults active during the period of intense Jurassic extension and volcanism trend mostly NNWSSE and form a series of grabens, half-grabens and horst blocks which are tilted slightly to the east. Since Jurassic time, the rocks have been cut by normal faults of several different orientations, mainly NW-SE and ENE-WSW but have undergone only a moderate amount of compression. In general, the Jurassic rocks remain relatively undeformed and generally flat to gently dipping, except locally where close to faults, volcanic domes or similar features.

The geology of the project area is dominated by Jurassic-aged, volcanic rocks of the Bajo Pobré formation. Mineralization is characterized as epithermal in nature, comprised of numerous zones of quartz veining, vein breccias, and stock works with a cumulative strike length of more than 9 kilometers. Individual veins range from 0.5 meters to 6 meters in width.

Exploration Program

We have not engaged in any exploration activity on the Bajo Pobré property. We have not fulfilled any of our exploration obligations relative to the Bajo Pobré property. We plan to allocate the bulk of future exploration expenditures to diamond core drilling of established targets after a thorough review of the database.  In addition, a small percentage of exploration expenditures will be allocated to property-wide reconnaissance to identify additional drill targets

El Gateado Property

Overview

In March, 2006 CCSA acquired the right to conduct exploration on El Gateado for a period of at least 1,000 days and retain 100% ownership of any mineral deposit found within. Should a mineral deposit be discovered, we have the exclusive option to file for mining rights on the deposit.CCSA paid a one-time filing fee of US$ 3,226 for El Gateado.

Location and Accessibility

El Gateado is a 10,000 hectare exploration concession filed with the Santa Cruz Provincial mining authority The El Gateado Project is located in the north-central part of Santa Cruz Province, the southernmost of the several Argentine provinces comprising a vast, sparsely-populated, steppe-like region of southern South America known as Patagonia (Figure 1). The nearest town to the project is Gobernador Gregores (population 2,500), about 110 kilometers southwest, and the nearest Atlantic coastal town is Puerto San Julián (population 6,200), 190 kilometers southeast. The project is accessible via automobile by driving east from Gobernador Gregores for 40 km on gravel Provincial Road 25 – or west from Puerto San Julián for 170 km on the same road – and then north on gravel Provincial Road 12 for 110 km. Provincial Road 12 crosses the edge of the project and continues another 240 kilometers north to the oil town of Pico Truncado (population 15,000) in the northeastern part of the province. The provincial roads are generally accessible via two-wheel drive vehicles in dry weather but can become slippery to impassable for short periods when wet. Gobernador Gregores and Puerto San Julián are both served by weekly “commuter” flights to/from Comodoro Rivadavia (population 137,000), an important industrial center and port city, 428 kilometers north of Puerto San Julián via paved highway Ruta 3. Comodoro Rivadavia serves as the region’s major supply center for the booming petroleum and mining industries and is served by several airline flights daily to Buenos Aires and other major cities in Argentina. Ruta 3, Argentina’s major coastal highway, runs from Buenos Aires on the north to Ushuaia at the southernmost tip of the continent and offers all-weather access to a number of sea ports.

24

Climate and Physiography

The Patagonia region is classified as a continental steppe-like climate. It is arid, very windy and has two distinct seasons; a cold season and a warm season. The area is sparsely vegetated, consisting mostly of scattered low bushes and grass. Because Patagonia is in the southern hemisphere, the seasons are opposite to North America. The cold winter months are from May to September and warmer summer is from November to March. The average annual precipitation averages only 200 mm, much of which occurs as winter snow; average monthly temperatures range from 3°C to 14°C, but vary widely depending on elevation. The winds are persistent, cool, dry and gusty, averaging about 36 km/hour and directed predominantly to the east-southeast off the Andean Cordillera. All of the Company’s Santa Cruz province projects are characterized with subdued hilly terrain with internal drainages and playa lakes. Elevations range from 300 meters to 800 meters above sea level. Hill slopes are not steep; usually less than 10° and the rock exposures on these hillsides are typically excellent. Almost all of the mineralization and significant geochemical and geophysical anomalies are on the crests or the flanks of these subdued hills.

History

No known exploration has taken place at El Gateado prior to the work completed by CCSA in 2006 and 2007 (See below). During that time CCSA conducted a program consisting of surface channel outcrop sampling, geological mapping, topographic surveying and 1,500 meters of diamond core drilling.

Geology

The project is located within the Deseado Massif which is dominated by felsic volcanic and volcaniclastic rock units belonging to a few major regional sequences deposited in middle- to late-Jurassic time. The rocks are broken into a series of regional fractures that probably represent reactivated basement fracture zones. Faults active during the period of intense Jurassic extension and volcanism trend mostly NNW-SSE and form a series of grabens, half-grabens and horst blocks which are tilted slightly to the east. Since Jurassic time, the rocks have been cut by normal faults of several different orientations, mainly NW-SE and ENE-WSW but have undergone only a moderate amount of compression. In general, the Jurassic rocks remain relatively undeformed and generally flat to gently dipping, except locally where close to faults, volcanic domes or similar features.

Mineralization on the property is localized within the volcanic and volcanoclastic Jurassic-aged Chon Aike Formation. The precious metal occurrences are generally characterized as epithermal systems manifested in quartz vein and stockwork exposures.

Exploration Program

We began field reconnaissance work in February 2006 with the completion of a topographic survey, base map generation, and a staked grid. In late 2006 and early 2007 we drilled 13 holes on the El Gateado property. Results of our drilling program, based on assay results over 1 g/t Au, were as follows:

Hole	From (m)	To (m)	Length (m)	Au (g/t)
GAT-DDH06 001	146.6	147.4	0.80	11.7
GAT-DDH06 001	140.2	140.8	0.60	8.24
GAT-DDH06 001	142.5	143.2	0.70	6.5
GAT-DDH06 001	144	145	1.00	4.78
GAT-DDH06 001	141.4	142	0.60	3.92
GAT-DDH06 001	145	145.8	0.80	3.82
GAT-DDH06 001	139.7	140.2	0.50	3.76
GAT-DDH06-006	21	22.5	1.50	3.64
GAT-DDH06 001	139.2	139.7	0.50	3.03
GAT-DDH06 001	143.2	144	0.80	2.92
GAT-DDH07-007	33	33.5	0.50	2.61
GAT-DDH06 001	140.8	141.4	0.60	2.52
GAT-DDH06 001	137.7	138.7	1.00	2.39
GAT-DDH07-008	58.6	59.5	0.90	2.33
GAT-DDH06 001	145.8	146.6	0.80	1.89
GAT-DDH07-008	55.4	55.9	0.50	1.77
GAT-DDH07-008	57.2	58	0.80	1.34
GAT-DDH07-012	9	9.5	0.50	1.32
GAT-DDH06-003	36.74	37.5	0.76	1.3
GAT-DDH07-013	10	11	1.00	1.29
GAT-DDH07-012	35	36	1.00	1.08
GAT-DDH06-004	67	68	1.00	1.07
GAT-DDH07-007	32.1	32.6	0.50	1.07
GAT-DDH06-004	16	17	1.00	1.01

25

CCSA incurred approximately $706,000 in exploration expenses on the initial El Gateado drilling program.

Other Santa Cruz Properties

Overview

In 2006, we were granted exclusive rights to explore three properties known as El Overo, El Alazan, and El Tordillo in Santa Cruz province of Argentina. We have the right to conduct exploration on these properties for a period of at least 1,000 days and retain 100% ownership of any mineral deposit found within. Should a mineral deposit be discovered, we have the exclusive option to file for mining rights on the deposit.

Location and Accessibility

The “El Alazan”, “El Overo”, and “El Tordillo”  properties form a contiguous land block located 220 kilometers NW of the port town of Puerto San Julian and 100 kilometers north of the town of Gobernador Gregores.  This entire property package covers an area approximately 300 square kilometers in size. The projects are accessible via automobile by driving east from Gobernador Gregores for 40 km on gravel Provincial Road 25 – or west from Puerto San Julián for 170 km on the same road – and then north on gravel Provincial Road 12 for 50 km. Then turning northwest on provincial route 74 for 65 km The provincial roads are generally accessible via two-wheel drive vehicles in dry weather but can become slippery to impassable for short periods when wet. Gobernador Gregores and Puerto San Julián are both served by weekly “commuter” flights to/from Comodoro Rivadavia (population 137,000), an important industrial center and port city, 428 kilometers north of Puerto San Julián via paved highway Ruta 3. Comodoro Rivadavia serves as the region’s major supply center for the booming petroleum and mining industries and is served by several airline flights daily to Buenos Aires and other major cities in Argentina. Ruta 3, Argentina’s major coastal highway, runs from Buenos Aires on the north to Ushuaia at the southernmost tip of the continent and offers all-weather access to a number of sea ports.

Climate and Physiography

The Patagonia region is classified as a continental steppe-like climate. It is arid, very windy and has two distinct seasons; a cold season and a warm season. The area is sparsely vegetated, consisting mostly of scattered low bushes and grass. Because Patagonia is in the southern hemisphere, the seasons are opposite to North America. The cold winter months are from May to September and warmer summer is from November to March. The average annual precipitation averages only 200 mm, much of which occurs as winter snow; average monthly temperatures range from 3°C to 14°C, but vary widely depending on elevation. The winds are persistent, cool, dry and gusty, averaging about 36 km/hour and directed predominantly to the east-southeast off the Andean Cordillera. All of the Company’s Santa Cruz province projects are characterized by subdued hilly terrain with internal drainages and playa lakes. Elevations range from 300 meters to 800 meters above sea level. Hill slopes are not steep; usually less than 10° and the rock exposures on these hillsides are typically excellent. Almost all of the mineralization and significant geochemical and geophysical anomalies are on the crests or the flanks of these subdued hills.

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History

To date, there has been no known historic precious metal exploration conducted on these three properties. However, they cover areas of strong hydrothermal alteration and structural complexity conducive to precious metal discovery that have been indicated by satellite images.  They are also located adjacent to several known gold and silver occurrences.

Geology

The project is located within the Deseado Massif which is dominated by felsic volcanic and volcaniclastic rock units belonging to a few major regional sequences deposited in middle- to late-Jurassic time. The rocks are broken into a series of regional fractures that probably represent reactivated basement fracture zones. Faults active during the period of intense Jurassic extension and volcanism trend mostly NNW-SSE and form a series of grabens, half-grabens and horst blocks which are tilted slightly to the east. Since Jurassic time, the rocks have been cut by normal faults of several different orientations, mainly NW-SE and ENE-WSW but have undergone only a moderate amount of compression. In general, the Jurassic rocks remain relatively undeformed and generally flat to gently dipping, except locally where close to faults, volcanic domes or similar features.

Mineralization on the properties is localized within the volcanic and volcanoclastic Jurassic-aged Chon Aike Formation. These precious metal occurrences are generally characterized as low-sulfidation epithermal systems manifested in quartz vein and stockwork exposures.

Exploration Program

We have not conducted any exploration work on the El Overo, El Alazan, and El Tordillo properties. We plan to conduct exploration work on these properties pending the outcome of exploration work on our other Santa Cruz properties.

United States

Dun Glen Gold Project, Nevada USA

Overview

In early 2006 we entered into agreements to lease, with an option to purchase, the properties comprising the Dun Glen Project. The initial lease/option term of the agreements is 10 years, renewable for an additional 10 years.  To date the Company has made advance royalty payments totaling $85,000.  Future annual advance royalty payments are as follows:

· 3rd Anniversary $52,500

· 4th Anniversary $60,000

· 5th (and each anniversary thereafter) $72,500

During the term of the agreement, we have the option to purchase 86% of the claims for $5,000 upon delivery of a copy of an approved mine plan of operations or a final feasibility study.  The seller will retain a 3% net smelter return (“NSR”) royalty of which we may purchase up to 2 percentage points for $1,000,000 per percentage point.  NSR is generally defined as the gross value of the metals less the costs of smelting, refining and transportation.  We also have the option to purchase the remaining two claim blocks (or 14% of the claims) for $250,000 per block at any time during the term of the agreements.  The sellers will retain a 3% NSR royalty on production from their respective claim blocks. We may purchase up to 2 percentage points for $875,000 per percentage point.  We must maintain all of the claims referenced within the agreement in good standing during the lease period.  We may terminate the lease at any time upon 60 days notice.

Location

The Dun Glen Gold Project is a precious metal exploration property located in the historic Sierra district in Dun Glen Canyon on the west flank of the East Range in northern Pershing County, Nevada.  The project area consists of 94 contiguous unpatented lode mining claims covering approximately 1,700 acres within the Sierra Mining District.  It lies approximately 25 miles southwest of Winnemucca and 21 miles north of the Florida Canyon Mine and is accessible via 2 wheel drive vehicle year round. The Dun Glen property can be accessed by driving 21 miles south of Winnemucca on U.S. Interstate 80, taking the Mill City exit and following a county-maintained 8-mile long dirt road.  

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Climate and Physiography

The Dun Glen project lies on the western flank of the East Range in the Sierra Mining District. The terrain is a series of alternating mountain ranges and sagebrush-covered valleys that occupy a small part of the Basin and Range Physiographic Province. Elevations range from 4,264 feet to about 7,430 feet above sea level. The climate in the area is classified as semi-arid, characterized by low rainfall, low humidity, clear skies, and relatively large annual and daily temperature ranges. Bright, sunny days and cool, clear nights are common. Winter minimum temperatures generally range from -10 degrees Celsius and summer maximum temperatures can reach 37 degrees Celsius.

Although there are some steep slopes at Dun Glen, the topography is generally subdued over much of the Dun Glen property and immediate adjacent areas, providing ample areas for mining operations, leach pads, waste dumps and requisite processing areas in the event that an economic mineral occurrence is discovered. However, there is no absolute guarantee that surface rights could be obtained on private or public lands for mining operations. Water is available nearby, but the total amount of water available may not be adequate for a contemporary mining operation. Sufficient water might come from wells drilled on the property, but there have yet been no studies to verify or refute this possibility. Adequate electricity for a contemporary mining operation is not available nearby. The closest power lines are approximately four miles away, but they are only suitable for residential use at this time.

History

Historic gold production within the Sierra district was recorded at 50,000 to 75,000 ounces of lode gold and over 200,000 ounces of placer gold.  Mineral records indicate the most productive mines were the Auld Lang Syne, Black Hole, Monroe, and Auburn.  Historic mining never extended below the water table.  The Dun Glen Project covers the Auld Lang Syne, Black Hole, and Monroe. Previous modern exploration was conducted by Franco-Nevada Mining Corp. which subsequently merged with Newmont Mining, and five reverse-circulation holes were drilled to fulfill the contractual obligation of the merger.  Due to equipment-related logistical drilling problems only one hole was able to drill the edge of the vein-zone it targeted.  Exploration work consisting of detailed geologic mapping and surface rock sampling has also been conducted by Minterra Resource Corp. and Golden Patriot Corp.

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Geology

Published mapping shows a northeast striking west dipping sequence of Triassic rocks.  From bottom to top this includes the Koipato Group, Natchez Pass Formation, and Grass Valley Formation.  Major northeast trending faults and minor thrust faults are also shown.

Four prospective vein zone areas occur in the 10,000 foot long vein corridor within the Weaver Rhyolite member of the Koipato Group.  Three of these zones contain the Monroe-White Rock, Black Hole, and Auld Lang Syne-Golden Bell historic, gold-producing mines. The mesothermal-type veins are characterized by white milky quartz, with multistage silicification, brecciation, iron staining, and open space growth of quartz crystals.  Exposures in caved stopes and adits show the veins range up to 8 feet wide.  Some veins have clay along the footwall or hanging wall.  The margins of mafic dikes commonly control some individual veins.

The vein zone strikes range from north-south to slightly east of north.  Dips are typically steeply northeast to vertical.  Mineralization has historically been restricted to the quartz veins and included free gold, silver, galena, and sphalerite.  These zones contain individual veins up to 2,000 feet long and up to 8 feet wide with numerous intersecting and anastamosing subsidiary veins.  Exposed vertical extent is at least 600 feet from exposures on the tops of ridges to the bottom of the known workings at the valley bottoms.  Producing mesothermal-type gold veins in other districts in the world have vertical extents measured in thousands of feet.

Surface sampling of outcrops, dumps, and prospects throughout the district identified the extensive quartz veining stretching from southwest of the Monroe-White Rock Zone to the Auld Lang Syne/Golden Bell on the north.

Exploration Program

The Company’s initial 2006 exploration program consisted of additional geologic mapping and the collection of approximately 1,400 rock, soil, and trench samples across the project area.  A ground magnetic geophysical survey was conducted to identify a unique lithology coincident with deep structures that host gold mineralization.

In the fourth quarter of 2006 the Company initiated an 8,000 foot HQ diamond core drilling program to test targets beneath the historic surface mine workings and other conceptual targets.  Four holes were completed for a total of approximately 3,600 feet. Significant results of the drilling, based on assay results over 1 g/t Au equivalent, are as follows:

Hole ID	From (ft)	To (ft)	Au g/t	Ag g/t	Au Equivalent g/t
DG06c-002	245	250	3.18	8	3.28
DG06c-001	160	165	2.73	20.1	2.99
DG06c-004	50	245	2.21	0.4	2.22
DG06c-004	505	510	1.87	0.6	1.88
DG06c-004	105	110	1.77	1.1	1.78
DG06c-002	215	220	1.225	23.5	1.53
DG06c-004	145	150	1.245	1.6	1.27
DG06c-004	195	200	0.983	1	1.00

At Dun Glen, the Company intends perform offset drilling, follow up on intersected discoveries and test several additional targets that were previously identified, although the timing of these activities is uncertain as of the date of this report. The Company did not conduct any exploration activity on the Dun Glen property in 2008.

Canada

Abitibi Properties, Quebec

Overview

In June 2006, the Company entered into an agreement with Diagnos, Inc., (“Diagnos”) obtaining an exclusive option to acquire a 100 percent interest in two prospective gold properties known as the Lac à l’Eau Jaune and Malartic Surimau Projects located in the Abitibi region of Québec, Canada.  The Company paid Diagnos $70,000 for the two Properties and will acquire a 100% interest by conducting an initial exploration program comprised of at least three drill holes on each property.  Upon completion of the initial drilling programs, the Company will have the option to select up to an additional seven properties in which it may acquire a 100% interest by paying Diagnos a sum of $40,000 and completing an initial three-hole exploration drilling program for each property.  The option will expire if the initial drill program is not drilled by March 31, 2010.

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For each economic discovery made on any of the acquired Properties, the Company will pay Diagnos a bonus of $500,000.  The Company will also grant Diagnos a 2% Net Smelter Royalty (“NSR”) for economic discoveries made on the initial or additional properties, but will retain the option to acquire 1% of the NSR upon payment of $1 million to Diagnos within five years of making the economic discovery.  An economic discovery is defined in the agreement as being the production of a positive feasibility study for a given project in compliance with Canada’s National Instrument 43-101.

The Quebec properties consist of 46 provincial mining claims, each of which requires a renewal payment of $50 per year and a minimum work commitment of $1,250 per year to maintain. Detail pertaining to the claims is as follows:

Lac a l’Eau Jaune-Map Area 32G10- 21 Claims
						Amount of Work
Claim Number	Hectares		Expiration Date	Cost to Renew		Necessary to Renew
CDC 2001121		55.78	2/19/2008	$	50.00	$	1,200.00
CDC 2001122		55.78	2/19/2008	$	50.00	$	1,200.00
CDC 2001123		55.78	2/19/2008	$	50.00	$	1,200.00
CDC 2001124		55.78	2/19/2008	$	50.00	$	1,200.00
CDC 2001125		55.78	2/19/2008	$	50.00	$	1,200.00
CDC 2001126		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001127		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001128		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001129		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001130		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001131		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001132		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001133		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001134		55.79	2/19/2008	$	50.00	$	1,200.00
CDC 2001135		55.80	2/19/2008	$	50.00	$	1,200.00
CDC 2001136		55.80	2/19/2008	$	50.00	$	1,200.00
CDC 2001137		55.80	2/19/2008	$	50.00	$	1,200.00
CDC 2001138		55.80	2/19/2008	$	50.00	$	1,200.00
CDC 2001139		55.80	2/19/2008	$	50.00	$	1,200.00
CDC 2026347		55.80	9/26/2008	$	50.00	$	1,200.00
CDC 2026348		55.79	9/26/2008	$	50.00	$	1,200.00
				$	1,050.00	$	25,200.00
				Canadian		Canadian

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Malartic Project-Map Area 32D01- 25 Claims
						Amount of Work
Claim Number	Hectares		Expiration Date	Cost to Renew		Necessary to Renew
CDC 2014813		57.55	6/5/2008	$	50.00	$	1,200.00
CDC 2014814		57.55	6/5/2008	$	50.00	$	1,200.00
CDC 2014815		57.54	6/5/2008	$	50.00	$	1,200.00
CDC 2014816		57.52	6/5/2008	$	50.00	$	1,200.00
CDC 2014817		57.52	6/5/2008	$	50.00	$	1,200.00
CDC 2014818		57.51	6/5/2008	$	50.00	$	1,200.00
CDC 2014819		57.51	6/5/2008	$	50.00	$	1,200.00
CDC 2014820		57.51	6/5/2008	$	50.00	$	1,200.00
CDC 2015858		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015859		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015860		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015861		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015862		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015863		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015864		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015865		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015866		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015867		57.55	6/11/2008	$	50.00	$	1,200.00
CDC 2015868		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015869		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015870		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015871		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015872		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015873		57.54	6/11/2008	$	50.00	$	1,200.00
CDC 2015874		57.54	6/11/2008	$	50.00	$	1,200.00
				$	1,250.00	$	30,000.00
				Canadian		Canadian

Location

The Lac à l’Eau Jaune Project is located approximately eighteen miles southwest of the Chibougamau mining camp and is comprised of 21 claims totaling 2,900 acres.  The project area is accessible from Chibougamau via Road 167 south and Road 113 west toward the Chibougamau airport.  The Malartic Surimau Project covers 25 claims totaling 3,554 acres approximately 25 miles west of the Town of Val D’or and ten miles south of the Town of Cadillac and is accessible from Highway 117 by a maintained dirt road.  The property is separated into two blocks, with five claims lying directly north of the property’s main body.

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Geology

Malartic Surimau Property:

The Archaean Malartic gold mines are located along the Larder Lake-Cadillac Fault zone, in the Abitibi sub-province of the Superior Province, some 20 km west of Val d'Or in Quebec, Canada.  Historically the main mines of the district known as its East Canadian, Barnat, Sladen and Canadian Malartic properties produced over 162 tonnes of gold to 2000.

The district straddles the faulted contact between the mafic to ultramafic volcanics of the Piché Group to the north and the greywacke-mudstone sequence of the Pontiac Group to the south.   The majority of the gold mineralization is found within the sediments where it is spatially associated with small monzonite porphyry bodies, younger diorite intrusives and crosscutting brittle (silicified) faults.  The host succession has been subjected to NE trending F1 folds, asymmetric F2 folds with a SE striking penetrative S2 cleavage which is in turn paralleled by brittle faults.   The monzodiorite intrusives predate F2, while a series of significant ESE trending brittle faults occur near the volcanic-sediment boundary.  Two main styles of mineralization are observed, which consist of elongate zones of disseminated auriferous pyrite in fractured and silicified greywacke and adjacent monzodiorite porphyry along ESE striking and S2 parallel faults, andstockwork zones of quartz-albite-K feldspar veinlets and intervening disseminated pyrite in intensely fractured and altered porphyritic monzodiorite and diorite adjacent to faults.

The alteration includes K (potassium) and Na (sodium) feldspar addition, carbonization and silicification in the sediments and by biotite development in the intrusives.   Pyrite constitutes 5 to 10% of the altered greywackes and monzodiorites, and 5 to 20% of the mineralized diorite which also contains abundant magnetite.

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Lac à l’Eau Jaune property:

The Chibougamau District of northern Quebec, some 350 km to the north-east of Val d'Or, has produced in excess of 1,050 tonnes (33.75 million ounces) of gold to date from a variety of styles of ore, but is mostly characterized by copper-gold vein deposits distinct from typical greenstone hosted quartz-carbonate veins. The deposits of the district range from volcanogenic massive sulfides with copper, zinc and silver to gold bearing sulfide veins with associated silver, zinc, lead arsenic & antimony; to copper-gold  and gold-copper veins with varying amounts of sulfides; and auriferous quartz veins with minor chalcopyrite. Most of the copper-gold deposits are localized in southeast trending ductile shear zones and are within meta-anorthosite and gabbroic hosts.

Exploration Program

In October of 2007, the Company entered into an agreement with Diagnos to conduct a phased exploration program at both the Lac a l’Eau Jaune (“LEJ”) and Malartic Surimaum properties. Diagnos conducted site visits and exploration work on the LEJ claim block in November of 2007, collecting 26 rock samples that were sent to ALS Chemex in Val d’Or, Québec for assay analysis. In the spring of 2008, Diagnos conducted compilation work followed by a field exploration program on the LEJ project. Fieldwork was carried out from May 19th to the 1st of June and included geological mapping, prospecting, rock sampling and soil sampling. During this period a Mobile Metal Ion (MMI) orientation survey was carried out. The purpose of the orientation survey was to test the usefulness of the method in the project area. A total of 152 rock samples, mostly from outcrop, were collected and delivered for analysis to ALS Chemex in Val d’Or, Québec. A total of 72 soil samples were collected and sent for MMI analysis to SGS Minerals Services, Toronto.Rock samples collected on the LEJ property were analyzed for a multi-element suite including gold and copper. Diagnos conducted site visits and exploration work on the Malartic claim block in September of 2008 and collected 145 rock samples which were sent to ALS Chemex in Val d’Or, Québec.

Mineralization was observed in the ultramafic volcanic and quartzite units. Highest grades were obtained at the quartzite/ultramafic contact which was found in both the northern and southern claim block. The “quartzite” may also be described as a heavily silicified sheared horizon with areas containing clasts of semi-massive to massive sulfides (Cpy, Py, Sp) and abundant mineralization within the schistosity. The ultramafic volcanic rocks show up to 5% disseminated/clasts Py and Cpy in the northern block while the southern block showed the ultramafic to be either moderately mineralized or with large (5-10 cm) massive sulfide pouches.

The Company incurred $227,880 and $1,533 in 2008 and 2007, respectively, in exploration expenses relating to the Quebec properties.

El Milagro/El Capitan Property

Overview

In 2008 the company purchased a 100% interest in the “El Capitan” and “El Milagro” mineral exploration and mining concessions from a Mexican Particular; Jesus Guadelupe Morales. The El Capitan exploration concession was purchased for $110,000 with no underlying royalties. The El Milagro mining concession was purchased for $150,000 and retains a 2% net profit royalty which must be paid to a previous owner should a mine be put into production

Location

The El Capitan and El Milagro property package is located in the northern Mexico state of Chihuahua.

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Climate and Physiography

The overall climate of the region is characterized by mild temperatures, but rainy during the summer season. It is possible to operate year-round in this area. Temperatures typically range between 18º C during the summer to a low of 0º C in winter. Maximum temperature is about 34° C. Snow occurs in the higher elevations of the region. Annual rainfall averages between 90 and 100 cm. Vegetation consists mainly of the typical scrub oak forest found in the Sierra Madre Mountains. Coniferous pines occur in the higher elevations. The projects lie within Sierra Madre Occidental physiographic province between 800 meters and 1200 meters elevation. The concessions are situated in the east-central portion of the GUADELUPE VICTORIA (G12B-28) 1:50,000 scale topographic map sheet.  Topography is generally steep and mountainous with V-shaped valleys.

Mining claim detail

El Capitan is a roughly rectangular concession consisting of 8,105 hectares. It surrounds and encompasses the El Milagro concession consisting of 100 hectares.

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Required property payments

There are no required payments left to be made on the concessions to previous owners. Bi-annual tax payments totaling approximately $10,000 must be made each January and each June to keep the concessions in good standing.

Accessibility

The properties can be easily accessed via two-wheel drive vehicles by traveling south-east from Chihuahua City 304 kilometers to El Divisadero where the pavement ends. This route passes through the towns of Cuauhtémoc and Creel. From El Divisadero the route continues on maintained gravel and dirt secondary roads for approximately 100 kilometers to the town of Chinipas, which can also be reached by traveling approximately 150 kilometers northeast from the Sonora town of Alamos. From Chinipas, the route continues north for 40 kilometers through the village of Guadalupe Victoria and on to the small village of Guazisaco, which is very close to theEl Milagro/El Capitan Property. During the rainy season a four-wheel drive vehicle may be necessary on the dirt portions of the route and to ford several river crossings.

Geologic Setting

The El Capitan/El Milagro project lies along the western edge of the Sierra Madre Occidental, a north-northwest-trending volcanic plateau that separates the southward extension of the Basin and Range Province of the southwestern United States into two parts. Basement rocks in the Sierra Madre Occidental are obscured by Cenozoic volcanic flows, tuffs, and related intrusions but are inferred to include Proterozoic basement rocks, overlying Paleozoic shelf and sedimentary rocks, possibly scattered Triassic-Jurassic clastic rocks, and Mesozoic intrusions

In the Chinipas mining district, the lowest exposed unit of the lower volcanic series consists of rhyolitic flows and volcaniclastic units and related shallow intrusions. These are overlain by andesitic flows and epiclastic rocks with related andesitic porphyry intrusions. Local pillow lavas and limestone within the andesitic sequence attest to their deposition in a subaqueous environment. These rocks are probably part of the upper Cretaceous Tarahumara Formation. Mineralization in the district, which is predominately hosted in andesites of the lower volcanic series can also be found in calcareous sediments, carbonates and in portions of the underlying rhyolites. Structural extension in the district takes the form of normal faults striking north-south to north-northwest, with west-northwest-trending flexures, as well as dilation of west-northwest-trending fractures, caused by strike-slip faulting.

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Mineralization in the area is typical of low sulfidation epithermal gold-silver and silver-lead veins, stockworks and breccias bodies. However, skarn-type carbonate replacement and mineralized brecciation in calcareous sediments proximal to intrusive emplacements has also been documented.

History

Between 1989 and 1992 the property was controlled by two Mexican individuals who opened up one or more historic mine workings, extracted 25 tons of ore, and had it shipped by mule train to a nearby mill for processing. Also during this time the claim holders commissioned a Professional Engineer to sample the underground workings and estimate a resource. In the early to mid 2000’s the project was controlled by Chesapeake Gold, a Canadian junior exploration company, which completed a limited program of sampling and mapping. The results of that program are unknown. The local inhabitants of the town of Guazisaco, which is located proximal to numerous old mine working within the El Capitan project, indicate that  gold had been produced in the area by Huarajic Indians and Mestizo Mexican miners who extracted gold along high-grade vein outcroppings and surrounding placers. This activity is believed to date back to the colonial period of 1680-1750.  Along the local river beds there are numerous abandoned Tahonas (primitive water driven machines used to break down and extract precious metals), possibly indicating historic small scale metals production in the area.

Exploration

During 2008 one of the Company’s geologists made five, 20 day site visits to the project. Exploration work included regional reconnaissance, geologic mapping, and chip/channel sampling. Work was carried out on foot and with the aid of mules. The purpose of these programs was to identify zones of alteration, mineralization, and historic mining activity. Approximately 200 samples were collected and sent ALS Chemex in Chihuahua City for preparation and analysis.  Multipal zones of apparent mineralization was discovered and mapped and 13 abandon mine sites were located and recorded.

CCSA Mexico and the Company incurred $30,104 and $23,535 in exploration expenses on the El Milagro/El Capitan property in 2008 and 2007, respectively.

Legal Framework for Exploration in Mexico

In preparation for organized exploration that would include trenching, road construction and drilling, the company finalized negotiations with the local inhabitants, township representatives, and Ejido Members in late February of 2009. On March 24th of 2009 a final agreement was signed that would allow the company to complete all necessary exploration work within the project area for a term of five years. The company is now in the process of evaluating and engaging contractors to complete and file all necessary permits to maintain the project in good standing within the legal framework for exploration in Mexico.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Registrant is a party or of which any of its property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)           Market Information

The Common Stock of the Company is quoted on the over the counter market on the NASD supervised Bulletin Board under the symbol “HNTM”.  The following table shows the high and low closing sales prices for the Common Stock for each quarter since January 1, 2006.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High Closing		Low Closing
Year Ended 12/31/2007
First Quarter		.80		.39
Second Quarter		.50		.40
Third Quarter		.45		.35
Fourth Quarter		.60		.45
Year Ended 12/31/2008
First Quarter		.93		.50
Second Quarter		.85		.73
Third Quarter		.77		.59
Fourth Quarter		.69		.26

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(b)           Holders

There are approximately 1,535 holders of the Registrant's common equity at the date hereof.

(c)           Dividends

We have never paid a dividend.  There is no plan to pay dividends for the foreseeable future.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

Securities Authorized for Issuance Under Equity Compensation Plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders		2,495,000	$	0.45		505,000
Equity compensation plans not approved by shareholders		-0-		-0-		-0-
Total		2,495,000	$	0.45		505,000

(e) Unregistered Sales

In January, 2008 the Company issued 408,000 shares and 408,000 warrants pursuant to the conversion of principal of a convertible note. The warrants issued have a $0.40 exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and a Regulation D Rule 506 exemptions from registration under the Act.

In March, 2008 the Company issued 4,000 shares and 4,000 warrants pursuant to the conversion of principal of a convertible note. The warrants issued have a $0.40 exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and a Regulation D Rule 506 exemptions from registration under the Act.

On April 9, 2008 the Company issued 40,000 shares and 40,000 warrants pursuant to the conversion of principal of a convertible note. The warrants issued have a $0.40 exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and a Regulation D Rule 506 exemptions from registration under the Act.

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On April 16, 2008 the Company issued 20,200,056 shares and 20,200,056 warrants pursuant to the conversion of principal and accrued interest of a convertible note. The warrants issued have a $0.40 exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and a Regulation D Rule 506 exemptions from registration under the Act.

In July, 2008 the Company issued 22,394,192 shares and 22,394,192 warrants pursuant to the conversion of principal and accrued interest of a convertible note. The warrants issued have a $0.40 exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and a Regulation D Rule 506 exemptions from registration under the Act.

ITEM 6. SELECTED FINANCIAL DATA – We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Annual Report and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions.  All statements other than statements of historical facts are forward-looking statements, including any statements of the plans and objectives of management for future operations, projections of revenue earnings or other financial items, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  Some of these forward-looking statements may be identified by the use of words in the statements such as “anticipate,” “estimate,” “could,” “would,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,” “assume,” “continue,” variations of such words and similar expressions.  These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict.  We caution you that our performance and results could differ materially from what is expressed, implied, or forecast by our forward-looking statements due to general financial, economic, regulatory and political conditions affecting the economy and markets, as well as more specific risks and uncertainties affecting the Company.  The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control.  Future operating results and the Company’s stock price may be affected by a number of factors.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “ITEM 1. BUSINESS,” and all subsections therein, including, without limitation, the subsection entitled, “FACTORS THAT MAY AFFECT THE COMPANY,” and the section entitled “MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS,” all contained in this Annual Report on Form 10-K.  Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect.  Therefore, you should not rely on any such forward-looking statements.  Furthermore, we do not intend (and we are not obligated) to update publicly any forward-looking statements.  You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission.

Year ended December 31, 2008 compared to year ended December 31, 2007

Result of Operations

Dividend and interest income increased to $8,211 in 2008 from $7,047 in 2007. This increase was primarily due to currency exchange rate changes.

Total expenses increased from approximately $9.6 million in 2007 to $40.7 million in 2008.  The increase is primarily due to an increase in financing charges of $18.3 million, amortization of debt discount of $5.6 million and the increase in exploration expenses of $4.8 million.

As a result, the Company recorded a net loss of $40.7 million in 2008, compared to a net loss of $9.6 million in 2007.

38

Liquidity and Capital Resources

Working Capital, Cash and Cash Equivalents

The Company’s working capital deficit at December 31, 2008 was $3.6 million compared to $977,242 at December 31, 2007. The ratio of current assets to current liabilities was 0.23 to 1 at December 31, 2008 compared to 0.44 to 1 at December 31, 2007. Working capital decreased in 2008 due to the Company’s increased exploration activity and the Company’s short-term convertible debt financing incurred in 2007 and 2008.

Net cash used in operating activities was $8.3 million in 2008 compared with $2.6 million used in operating activities in 2007.  The increase is the result of the increased net loss from operations.

In 2008, investing activities used $839,587 compared with $1.1 million in 2007.  The decrease is primarily related to a land purchase of $710,000 and the $247,486 purchase of a performance bond that occurred in 2007.

Cash flow from financing activities was $8.79 million in 2008 compared to $4 million in 2007.  The increase is primarily the result of $6.8 million received from a convertible note financing and $1.9 million received from a shareholder loan.

As a result, cash and cash equivalents decreased by $402,819 in 2008.  The Company has cash and cash equivalents of $250,484 as of December 31, 2008.  It will be necessary for the Company to raise additional capital to continue it business activities in 2009.

Overview

We are an exploration stage company focusing on the exploration of gold, silver and base metal properties in South America, Central America, Canada and the United States. From 2005 through December 31, 2008 our activities primarily related to securing exploration projects and conducting exploration activities including diamond drilling.

Our current operating plan for the next 12 month includes:

· Evaluating assay data created in the exploration processes conducted in Argentina in 2007 and 2008;

· Developing and evaluating an exploration plan based on the findings of our assay data analysis;

· Conducting further geologic reconnaissance activity on our Mexican properties;

· Assessing the exploration potential of our Nevada and Canadian properties;

· Securing new equity and/or debt financing

Off-Balance Sheet Arrangements

None.

Contractual Obligations

Our contractual obligations as of December 31, 2008 were as follows:

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Lease obligation – Bajo Bobre Property	$	339,214	$	94,607	$	150,000	$	0	$	0
Exploration obligation – Bajo Pobre Property		500,000		500,000		0		0		0
Exploration obligation – La Josefina Property		623,606		0		623,606		0		0
Dun Glen Property		475,000		52,500		205,000		217,500		0
Total	$	1,937,820	$	647,107	$	978,606	$	217,500	$	0

Critical Accounting Estimates

Estimates

The process of preparing financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

39

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Property, Plant and Equipment

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable.  If the sum of estimated future net cash flows on an undiscounted basis

is less than the carrying amount of the related asset grouping, asset impairment is considered to exist.  The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.  Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations.  Property and equipment are being depreciated over useful lives of three to seven years using straight-line depreciation.

Share-Based Compensation

We account for stock-based compensation in accordance with SFAS No. 123(R), Share-Based Payment .  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the vesting date based on the value of the award.  Determining the fair value of share-based awards at the grant date requires judgment, including estimating expected dividends.  In addition, judgment is also required in estimating the amount of share-based awards that are expected to be forfeited.  If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. Management has not determined yet the effect that adoption of SFAS 160 may have on our results of operations or financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R ("SFAS 141R"), Business Combinations, which establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, goodwill acquired in the business combination, or a gain from a bargain purchase. SFAS 141R is effective for financial statements issued for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management has not determined yet the effect that adoption of SFAS 141R may have on our results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains on items for which the fair value option has been elected are to be reported in earnings.  SFAS 159 will become effective as of the beginning of the first fiscal year that begins after November 15, 2007.  As such, the Company adopted SFAS 159 effective January 1, 2008.  However, the Company has not elected the fair value option for any financial instruments, and adoption has not impacted the Company’s financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally accepted Accounting Principles” ("SFAS 162"). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for non-governmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Presenting Fairly in Conformity with Generally Accepted Accounting Principles." The Company is assessing the impact of the adoption of SFAS 162 and believes there will be no material impact on its consolidated financial statements.

40

Item 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK – We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

41

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HUNTMOUNTAIN RESOURCES

AND SUBSIDIARIES

(An Exploration Stage Enterprise)

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

December 31, 2008 and 2007

42

HuntMountain Resources Ltd. and Subsidiaries

(Formerly Metaline Mining & Leasing Company)

(An Exploration Stage Enterprise)

Contents

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	44
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated balance sheets	45
Consolidated statement of income	46
Consolidated statement of stockholders’ equity	48
Consolidated statement of cash flows	47
Notes to consolidated financial statements	49 - 61

43

HuntMountain Resources Ltd

Liberty Lake, WA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of HuntMountain Resources Ltd as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended and for the period from July 1, 2005 (inception of development stage) through December 31, 2008.  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 audit. We did not audit the financial statements of Cerro Cazador S.A., a wholly owned subsidiary, which statements reflect 55% of total consolidated assets as of December 31, 2008 and 19% of consolidated net loss for the year ended December 31, 2008. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Cerro Cazador S.A. as of December 31, 2008 and for the year then ended is based solely on the report of the other auditor.

We conducted our audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides 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 HuntMountain Resources Ltd as of December 31, 2008 and 2007  and the results of its operations, stockholders equity and its cash flows for the years then ended and for the period from July 1, 2005 (inception of development stage) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s accumulated deficit and lack of revenues raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding the resolution of this issue are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Williams & Webster, P.S.

Certified Public Accountants

Spokane, Washington

April 14, 2009

44

HuntMountain Resources Ltd. and Subsidiaries

(An Exploration Stage Enterprise)

Consolidated Balance Sheets

	December 31,
	2008			2007
Assets
CURRENT ASSETS:
Cash and cash equivalents:
Cash	$	62,162		$	273,020
Short term cash investments - domestic		14,246			12,909
Short-term cash investments - Argentina		174,076			367,375
Total cash and cash equivalents		250,484			653,304
Receivables		153,135			42,737
Prepaid expenses		77,453			72,612
Accrued interest receivable		5,909			1,969
Deposits paid to vendors		584,000			-
Total current assets		1,070,981			770,621
PROPERTY AND EQUIPMENT, NET:		1,323,204			714,203
OTHER ASSETS:
Receivable - V.A. tax, Argentina		380,153			190,719
Performance bond		98,927			214,762
Property deposits and property purchase option		341,500			206,500
Investments		7,331			7,331
Total other assets		827,911			619,312
Total assets	$	3,222,095		$	2,104,136
Liabilities and Stockholders’ Equity (Deficit)
CURRENT LIABILITIES:
Trade accounts payable	$	2,376,402		$	380,118
Accrued wages and related taxes		115,260			120,202
Employee expense payable		3,412			-
Tax payable, Argentina		123,290			-
Shareholder loan, including interest payable		1,898,534			-
Net short term note payable		-			1,082,394
Accrued interest on note payable		-			165,149
Other payable		202,500			-
Total current liabilities		4,719,397			1,747,864
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock – 10,000,000 shares, $0.001 par value, authorized; -0- shares issued and outstanding		-			-
Common stock – 300,000,000 shares, $0.001 par value, authorized; 76,251,362 and 33,016,285 shares issued and outstanding, respectively		76,251			32,491
Additional paid-in capital		50,975,578			12,081,316
Retained earnings - prior to development stage		90,527			90,527
Deficit accumulated during the development stage		(52,448,659	)		(11,794,981	)
Accumulated other comprehensive loss		(190,999	)		(53,081	)
Total stockholders’ equity (deficit)		(1,497,302	)		356,272
Total liabilities and stockholders’ equity (deficit)	$	3,222,095		$	2,104,136
The accompanying notes are an integral part of these consolidated financial statements.

45

HuntMountain Resources Ltd. and Subsidiaries

(An Exploration Stage Enterprise)

Consolidated Statements of Operations

							From Inception
							of Development Stage
	Years Ended December 31,						July 1, 2005 through
	2008			2007			December 31, 2008
INCOME:	$	-		$	-		$	-
EXPENSES:
Professional fees		942,414			589,545			1,629,225
Marketing		51,293			69,743			228,004
Exploration expenses		5,758,673			1,000,940			7,875,075
Travel expenses		279,202			182,234			556,979
Administrative and office expenses		385,843			201,351			746,089
Payroll expenses		945,845			517,979			1,862,860
Stock compensation expense		229,262			127,600			427,862
Common stock and options issued for services		126,588			131,500			479,838
Interest expense and banking charges		331,257			192,917			524,174
Other expense - Argentina		87,240			-			87,240
Value added tax net present value adjustment		953,520			-			953,520
Depreciation expense		90,634			3,739			97,647
		10,181,772			3,017,550			15,468,512
LOSS BEFORE OTHER INCOME		(10,181,772	)		(3,017,550	)		(15,468,512	)
OTHER INCOME/(EXPENSE):
Financing charge		(23,594,347	)		(5,255,649	)		(28,849,996	)
Amortization of debt discount		(6,890,868	)		(1,327,616	)		(8,218,485	)
Dividend and interest income		8,211			7,047			80,493
Income from partnership interest		2,680			320			5,423
Gain on sale of fixed assets		2,418			-			2,418
LOSS BEFORE INCOME TAXES:		(40,653,678	)		(9,593,448	)		(52,448,659	)
Income taxes:		-			-			-
NET LOSS AFTER TAXES from continued operations	$	(40,653,678	)	$	(9,593,448	)	$	(52,448,659	)
OTHER COMPREHENSIVE LOSS		(137,919	)		(47,308	)		(190,999	)
COMPREHENSIVE LOSS		(40,791,597	)		(9,640,756	)		(52,639,658	)
BASIC AND DILUTED COMPREHENSIVE LOSS PER SHARE based on weighted-average shares outstanding	$	(0.71	)	$	(0.30	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		57,365,938			32,361,217

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

46

HuntMountain Resources Ltd. and Subsidiaries

(An Exploration Stage Enterprise)

Consolidated Statements of Cash Flows

							From Inception
	Years Ended						of Development Stage
	December 31,						July 1, 2005 through
	2008			2007			December 31, 2008
Increase (Decrease) in Cash and Cash Equivalents
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,653,678	)	$	(9,593,447	)	$	(52,448,659	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		90,634			3,739			97,647
Stock option compensation expense		229,262			127,600			427,862
Common stock and options issued for services		126,588			131,500			479,838
Financing charge		23,594,347			5,255,649			28,849,996
Amortization of debt discount		6,890,868			1,327,616			8,218,485
Gain on sale of precious metal investments		-			-			(15,194	)
(Increase) decrease in receivables		(299,833	)		(233,455	)		(533,288	)
(Increase) decrease in prepaid expenses		(4,841	)		(53,987	)		(77,453	)
(Increase) decrease in deposits paid to vendors		(584,000	)		-			(584,000	)
Increase in accounts payable		2,122,985			335,993			2,458,978
Increase in interest payable, shareholder loan		28,534			-			28,534
Increase in accrued liabilities		(4,942	)		103,295			146,385
Increase in other payable		202,500			-			202,500
Net cash used in operating activities		(8,261,575	)		(2,595,497	)		(12,748,369	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Land purchases		-			(710,000	)		(710,000	)
Accrued interest income		(3,940	)		(1,969	)		(5,909	)
Performance bond		-			(247,486	)		(247,486	)
Property deposits		(135,000	)		(136,500	)		(271,500	)
Property purchase option		-			-			(70,000	)
Sale of precious metal investments		-			-			28,913
Acquisition of equipment		(700,648	)		-			(711,864	)
Net cash used in investing activities		(839,587	)		(1,095,955	)		(1,987,845	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note financing		6,849,413			4,062,149			10,911,562
Proceeds from sale of common stock		-			-			1,132,870
Proceeds from shareholder loan		1,870,000			-			1,870,000
Net cash from financing activities		8,719,413			4,062,149			13,914,432
Effect of currency translation on cash		(21,070	)		(14,584	)		(35,655	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(402,819	)		356,113			(857,436	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD		653,304			297,191			1,107,921
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD	$	250,484		$	653,304		$	250,484
Supplemental Disclosures of Cash Flow Information:
NON-CASH FINANCING ACTIVITIES:
Conversion of note into equity		10,163,010			150,000			10,313,010
Cashless exercise of options		188,829			-			188,829
Accrued interest		(275,082	)		(165,149	)		(440,232	)
Conversion of accrued interest into equity		598,550			-			598,550
Income taxes, paid net of refunds:		-			-			-
Interest paid:		-			-			-

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

47

HuntMountain Resources Ltd. and Subsidiaries

(An Exploration Stage Enterprise)

Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2008, 2007, 2006 and 2005

												Deficit
												Accumulated			Accumulated
	Number of		Common			Additional						During The			Other
	Shares		Stock			Paid-In			Retained			Development			Comprehensive
	Outstanding		Amount			Capital			Earnings			Stage			Income (Loss)			Total
BALANCES, DECEMBER 31, 2004		7,277,934	$	379,282		$	-		$	144,968		$	-		$	1,061		$	525,311
Common stock issued for cash		9,222,066		503,434			148,500			-			-			-			651,934
Stock options issued to employees		-		-			4,000			-			-			-			4,000
Stock options issued for services		-		-			900			-			-			-			900
Reclassification due to par value change		-		(866,216	)		866,216			-			-			-			-
Comprehensive loss:
Other comprehensive loss:		-		-			-			-			-			1,401			1,401
Net loss		-		-			-			(54,441	)		(187,887	)		-			(242,328	)
Comprehensive loss																			(240,927	)
BALANCES, DECEMBER 31, 2005		16,500,000	$	16,500		$	1,019,616		$	90,527		$	(187,887	)	$	2,462		$	941,218
Common stock issued for cash		15,744,132		15,744			1,117,126			-			-			-			1,132,870
Exercise of stock options		18,153		18			(18	)		-			-			-			-
Stock options issued to employees		-		-			67,000			-			-			-			67,000
Stock options issued for services		-		-			220,850			-			-			-			220,850
Common stock issued to rectify imbalance		4,000		4			(4	)		-			-			-			-
Comprehensive loss:
Other comprehensive loss:		-		-			-			-			-			(8,235	)		(8,235	)
Net loss		-		-			-			-			(2,013,647	)		-			(2,013,647	)
Comprehensive loss																			(2,021,882	)
BALANCES, DECEMBER 31, 2006		32,266,285	$	32,266		$	2,424,570		$	90,527		$	(2,201,534	)	$	(5,773	)	$	340,056
Common stock issued for cash		-		-			-			-			-			-			-
Common stock issued for executive compensation		150,000		75			74,925			-			-			-			75,000
Exercise of stock options		-		-			-			-			-			-			-
Stock options issued to employees		-		-			52,600			-			-			52,600
Stock options issued for services		-		-			131,500			-			-			-			131,500
Convertible note issuance		-		-			9,247,871			-			-			-			9,247,871
Convertible note conversion		600,000		150			149,850			-			-			-			150,000
Comprehensive loss:		-
Other comprehensive loss:		-		-			-			-			-			(47,308	)		(47,308	)
Net loss		-		-			-			-			(9,593,448	)		-			(9,593,448	)
Comprehensive loss																			(9,640,756	)
BALANCES, DECEMBER 31, 2007		33,016,285	$	32,491		$	12,081,316		$	90,527		$	(11,794,981	)	$	(53,081	)	$	356,272
Common stock issued for cash		-		-			-			-			-			-			-
Common stock issued for executive compensation		-		-			-			-			-			-			-
Exercise of stock options		188,829		189			(189	)		-			-			-			-
Stock options issued to employees		-		-			229,262			-			-			229,262
Stock options issued for services		-		-			126,588			-			-			-			126,588
Convertible note issuance		-		-			27,787,800			-			-			-			27,787,800
Convertible note conversion		43,046,248		43,046			10,750,801			-			-			-			10,793,847
Miscellaneous stock adjustment		-		526			-			526
Other comprehensive loss:		-		-			-			-			-			(137,918	)		(137,918	)
Net loss		-		-			-			-			(40,653,678	)		-			(40,653,678	)
Comprehensive loss																			(40,791,596	)
BALANCES, DECEMBER 31, 2008		76,251,362	$	76,251		$	50,975,578		$	90,527		$	(52,448,659	)	$	(190,999	)	$	(1,497,302	)
The accompanying notes are an integral part of these consolidated financial statements.

48

HuntMountain Resources Ltd. and Subsidiaries

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

NOTE 1 – DESCRIPTION OF BUSINESS

HuntMountain Resources Ltd. (the Company), a Washington corporation, was formed in 2005.  Metaline Mining and Leasing Company, a Washington corporation since 1927, merged with and into the Company in August 2005.  The Company’s business plan is to acquire interests in exploration properties in North and South America.  As of the end of 2008, the Company had acquired one exploration property in Nevada, seven properties in the province of Santa Cruz in Argentina, one property in Mexico and an option on two properties in Quebec. The Company continues to actively evaluate additional properties in North and South America.

The accompanying consolidated financial statements include the accounts of HuntMountain Resources Ltd. (HMR), a Washington corporation, its wholly-owned Canadian subsidiary HuntMountain Resources LTD (HMR LTD), HMR’s wholly owned Mexican subsidiary Cerro Cazador Mexico S.A. De C.V. (CCM), HMR’s wholly-owned subsidiary HuntMountain Investments, LLC (HMI), and Cerro Cazador S.A. (CCSA), an Argentine subsidiary 95% owned by HMR and 5% owned by HMI.

HMR LTD is incorporated in British Columbia and provincially registered in Yukon.  HMR LTD was formed for the purpose of holding Canadian exploration properties, should the Company acquire an interest in any such properties.  CCM was incorporated to acquire a property package in Chihuahua, Mexico. HMI was incorporated for the specific purpose of holding shares in subsidiary companies.  CCSA was formed in Argentina for the purpose of holding Argentine exploration properties and executing agreements in Argentina.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, the Company has had no revenues and has incurred an accumulated deficit from the inception of the development stage of $52,448,659 through December 31, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

Historically, the Company has generally funded its operations with proceeds from related party loans that were converted into shares of its common stock. Should the Company be unsuccessful in raising additional funds through future private placements, its business, and, as a result, its financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. An estimated $3,500,000 is believed necessary to continue operations and increase development through the next twelve months. Currently, the Company anticipates raising the majority of the $3,500,000 through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including exploration and acquisition expenses and the general operations of the continuing operations of the Company.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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Accounts Receivable

The Company carries its accounts receivable at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and determines if an allowance for doubtful accounts is necessary, based on a history of past write-offs and collections and current credit conditions. At December 31, 2008 the Company’s accounts receivable balance was $153,135 compared to $42,737 at December 31, 2007. The Company’s accounts receivable balance includes no allowance for doubtful accounts based upon management’s expectations and analysis.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. In the normal course of business, 30% of all funds wire transferred from the Company to CCSA are withheld by the Government of Argentina. These withheld amounts are invested in money market instruments until the Government of Argentina approves CCSA’s formal application for release. Funds held in this fashion are included in short-term cash investments.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries after elimination of intercompany accounts and transactions. All of the wholly owned subsidiaries of the Company are named above in Note 1 – Description of Business.

Marketable Securities

The Company accounts for marketable securities in accordance with the provisions of Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”).  Under SFAS No. 115, debt securities and equity securities that have readily determinable fair values are to be classified in three categories:

Held to Maturity – the positive intent and ability to hold to maturity.  Amounts are reported at amortized cost, adjusted for amortization of premiums and accretion of discounts.

Trading Securities – bought principally for purpose of selling them in the near term.  Amounts are reported at fair value, with unrealized gains and losses included in earnings.

Available for Sale – not classified in one of the above categories.  Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.

At this time, the Company holds securities classified as available for sale.  See Note 4 - Investments for further details.

Mineral Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Equipment

The Company evaluates equipment for impairment annually, or when events or changes in circumstances indicate that the related carrying amount may not be recoverable.  If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, an asset impairment is considered to exist.  The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.  Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations.  To date no such impairments have been identified.

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Office Equipment and vehicles are stated at cost and is depreciated on the straight-line basis over an estimated useful life of 3 years.

Drilling and excavation equipment is stated at cost on the balance sheet for December 31, 2008. The Company has not begun depreciating drilling and excavation equipment because the equipment has not been placed into service.

Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Although there were common stock equivalents outstanding on December 31, 2008, they were not included in the calculation of earnings per share because they would have been considered anti-dilutive.

Basic earnings per share are computed using the weighted average number of shares outstanding during the years (57,365,938 at year end of 2008 and 32,266,285 at the end of 2007).

As of December 31, 2008 and 2007, the Company had outstanding options and warrants for a total of 48,896,248 and 33,637,192 respectively of additional shares which were considered anti-dilutive.

Deferred Income Tax

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting.  A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability.

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Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. Management has not determined yet the effect that adoption of SFAS 160 may have on our results of operations or financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R ("SFAS 141R"), Business Combinations, which establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, goodwill acquired in the business combination, or a gain from a bargain purchase. SFAS 141R is effective for financial statements issued for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management has not determined yet the effect that adoption of SFAS 141R may have on our results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains on items for which the fair value option has been elected are to be reported in earnings.  SFAS 159 will become effective as of the beginning of the first fiscal year that begins after November 15, 2007.  As such, the Company adopted SFAS 159 effective January 1, 2008.  However, the Company has not elected the fair value option for any financial instruments, and adoption has not impacted the Company’s financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally accepted Accounting Principles” ("SFAS 162"). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for non-governmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Presenting Fairly in Conformity with Generally Accepted Accounting Principles." The Company is assessing the impact of the adoption of SFAS 162 and believes there will be no material impact on its consolidated financial statements.

Fair Value Measurements

Our financial instruments as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash, short term investments, a performance bond and accrued liabilities. All instruments except the performance bond are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2008 and December 31, 2007. The performance bond was marked to market on December 31, 2008 and December 31, 2007.

Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) SFAS No. 157, Fair Value Measurements (SFAS 157). The provisions of SFAS 157 are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. SFAS 157 establishes a new framework for measuring fair value and expands related disclosures. SFAS 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. SFAS 157 establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS 157 are described below.

Level 1: Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3: Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.

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As required by SFAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table discloses by level within the fair value hierarchy the Company’s assets and liabilities measured and reported on the Consolidated Balance Sheets as of December 31, 2008, at fair value on a recurring basis:

	Total		Level I		Level II		Level III
Assets:
Performance bond	$	98,927	$	98,927	$	0	$	0
Receivable – V.A. Tax		380,153		0		0		380,153
Total:	$	479,080	$	98,927	$	0	$	380,153

The performance bond, required to secure the Company’s rights to explore the La Josefina property, is a step-up coupon US dollar bond issued by the Government of Argentina with a face value of $600,000 and a maturity date of 2035. The bond was originally purchased for $251,613 and had a value of $214,762 at December 31, 2007. As of the year ended December 31, 2008, the value of the bond decreased to $98,927.

The Receivable V.A. Tax accrued due to the payment of valued added tax on certain transactions in Argentina. The Company will realize this credit as an offset against V.A. taxes due on future revenues.  This asset is reported at net present value based upon the Company’s estimate of an expected benefit period of 7 years and a discount rate of 18.6%  based upon the average Argentine interest rates.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.All of the Company’s cash in U.S. bank accounts was FDIC insured at December 31, 2008. The Company also maintains cash in an Argentine bank. The Argentine accounts, which had a U.S. dollar balance of $184,664 at December 31, 2008, are considered uninsured.

Beneficial Conversion Feature of Convertible Notes

The Company has determined that the Convertible Note (discussed in Note 10 – Convertible Note) contains a beneficial conversion feature. Following the guidance provided by EITF 00-27 the Company allocated proceeds of convertible debt first to the warrants issuable upon conversion of the note. The value of the warrants was recorded on the balance sheet as debt discount and increases to shareholder’s equity. The debt discounts were amortized over the remaining life of the convertible note. The value of warrants in excess of the actual debt advance amounts were expensed as financing fees.

Once the Company allocated proceeds of convertible note advances to the warrant values, the embedded conversion feature of shares issuable on conversion of the notes was recognized. All amounts relating to the share values were expensed as financing fees.

Foreign Currency Translation

Our international operations use the US Dollar as their functional currency. The financial statements of international subsidiaries are translated to their U.S. dollar equivalents at end-of-period currency exchange rates for assets and liabilities and at average currency exchange rates for revenues and expenses. Translation adjustments for international subsidiaries are recorded as a loss in the accompanying Consolidated Statements of Income. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying Consolidated Statements of Income, except for certain inter-company balances designated as long-term investments.

Other Comprehensive Income

The Company has adopted SFAS 130, “Reporting of Comprehensive Income,” which establishes guidelines for the reporting and display of comprehensive income (loss) and its components in financial statements. Comprehensive income (loss) includes the accrued gain or loss on the performance bond (discussed in Note 6- Commitments).

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Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (hereinafter “SFAS No. 133”) as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140.” See Recent Accounting Pronouncements.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivative contracts to hedge existing risks.

Compensated Absences

The Company has not accrued for compensated absences because the amounts are deemed to be immaterial.

Reclassifications

Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the fiscal 2008 presentation. These reclassifications have resulted in no changes to the Company’s accumulated deficit or the net loss presented.

NOTE 4 – INVESTMENTS

The Company had the following investments:

	December 31,
	2008			2007
Partnership interest in two units of Pondera Partners, Ltd., a drilling project located in Teton County, Montana (at cost less equity partnership losses)	$	7,331		$	7,331
Marketable securities:
Cost		5,772			5,772
Gross unrealized holding loss		(5,772	)		(5,772	)
	$	7,331		$	7,331

Marketable securities consisted of the following investments which have been previously written down to a carrying value of zero:

• 25,000 shares of Capitol Silver Mines, Inc., a development-stage company

• 31,151 shares of Carson Industries Corporation, which is currently involved in oil and gas exploration

NOTE 5 – PROPERTY PURCHASE OPTION

On June 19, 2006, the Company entered into an agreement with Diagnos, Inc., (Diagnos) obtaining an exclusive option to acquire a 100% interest in two prospective gold properties located in the Abitibi region of Québec, Canada.  The properties consist of 46 claims covering approximately 6,500 acres.

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The Company will acquire a 100% interest in the properties by paying Diagnos a sum of $70,000 and by conducting an initial exploration program comprised of at least three drill holes on each property.  During the year ended December 31, 2006, the Company paid the $70,000 fee, which is shown as property purchase option on the consolidated balance sheets.  Upon completion of the initial drilling programs, the Company will have the option to select up to an additional seven properties in which it may acquire a 100% interest by paying Diagnos a sum of $40,000 and completing three-hole exploration drilling programs for each property.  The option will expire if the initial two properties are not drilled within 48 months from the effective date of the agreement.

For each economic discovery made on any of the acquired properties, the Company will pay Diagnos a bonus of $500,000.  The Company will also grant Diagnos a 2% Net Smelter Royalty (NSR) for economic discoveries made on the initial or additional properties, but will retain the option to acquire 1% of the NSR upon payment of $1 million to Diagnos within five (5) years of making the economic discovery.  An economic discovery is defined in the agreement as being the production of a positive feasibility study for a given project in compliance with Canada’s National Instrument 43-101.

NOTE 6 – COMMITMENTS

Santa Cruz, Argentina

On March 27, 2007, the Company, through its Argentine subsidiary, CCSA, signed a definitive lease purchase agreement with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré gold property located in Santa Cruz Province, Argentina.  The Company may earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a five-year earn-in period.  The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement	Payment to FK Minera SA		Exploration Expenditures Required		Ownership
First year	$	50,000	$	250,000		0	%
Second year		50,000		250,000		0	%
Third year		75,000		0		51	%
Fourth year		75,000		0		60	%
Fifth year		75,000		0		100	%

After the fifth year, the Company is obligated to pay FK Minera S.A. the greater of a 1% net smelter royalty (“NSR”) on commercial production or $100,000 per year.  The Company has the option to purchase the NSR for a lump-sum payment of $1,000,000 less the sum of all royalty payments made to FK Minera S.A. to that point.

As of April 14, 2009, the Company has not conducted any exploration activity pursuant to the agreement with FK Minera SA.  The Company has not made all payments required by the Bajo Pobré contract, nor have the parties to the contract amended the contract terms. The Company owed $19,607 pursuant to the contract on December 31, 2008. The Company’s ability to retain rights to explore the Bajo Pobré property is uncertain at this time.

In March 2007, the Company, through its Argentine subsidiary, CCSA, was the successful bidder for the exploration and development rights to the La Josefina Project from Fomento Minero de Santa Cruz Sociedad del Estado (Fomicruz S.E.).  Fomicruz S.E. is a company that is owned by the government of the Santa Cruz province in Argentina.  On July 24, 2007 the CCSA entered into an agreement with Fomicruz S.E. pursuant to which CCSA agreed to invest a minimum of $6 million in exploration and development expenditures over a four year period, including $1.5 million before July 2008. The agreement delineates that in the event that a positive feasibility study is completed on the La Josefina property that a joint venture company would be formed; the Company would own 91% of the joint venture company and Fomicruz S.E. would own the remaining 9%.

During the quarter ended March 31, 2007, the Company was required to purchase a performance bond as a condition of the exploration agreement on our La Josefina property in Argentina.  The bond was originally purchased for $251,613.  As of December 31, 2007, the value of the bond decreased to $214,762.  As of December 31, 2008, the value of the bond decreased further to $98,927. The decline in value is presented on our balance sheet as Other Comprehensive Income. The bond has a face value of $600,000, or 10% of our required investment under the terms of the agreement.

The Company incurred approximately $5,301,724 in exploration expenses on the La Josefina property in 2007 and 2008.

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Pershing County, Nevada

The Company has a lease for the Dun Glen property with an option to purchase a 100% interest in the claims.  Lease payments began in 2006 and are considered advance royalty payments.  The term of the lease is 10 years, renewable at the Company’s option for an additional ten years.  The Company paid $37,500 in advance royalty payments during the quarter ended March 31, 2007, for this property.  Future annual advance royalty payments begin at $45,000 per year in 2008 and escalate to $72,500 per year at the end of the fifth year of the lease and for every year beyond that, until the lease is terminated or the purchase option is exercised. The Company has also agreed to keep the claims in good standing until the lease is terminated or the purchase option is exercised.

Quebec, Canada

As addressed in Note 5, during 2006, the Company entered into a definitive Option Agreement for the acquisition of a 100% interest in two properties in the Abitibi region of Quebec.  Pursuant to the terms of the Option Agreement, the Company paid $70,000 ($35,000 for each of the two properties) in cash to the property owner.  The Company has also agreed to explore these properties and drill at least three exploration drill holes in each.  The payments and drilling of exploration drill holes will earn the Company a 100% interest in each of these properties and give the Company the option to acquire additional properties from the same property owner at similar terms.  The Company has also agreed to keep the claims in good standing until the agreement is terminated.

Facility Leases

The Company has lease commitments on office space and storage space in Liberty Lake, Washington. The total annual lease obligation for this facility is $68,523 (not including common area maintenance charges).

NOTE 7 – INCOME TAXES

The Company accounts for income taxes and the related accounts under the liability method.  Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the income tax basis of assets and liabilities.  A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

At December 31, 2008 and 2007 the Company had gross deferred tax assets calculated at the expected rate of 34% of approximately $3,480,000 and $1,512,000, respectively, principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of $3,480,000 and $1,512,000 has been established at December 31, 2008 and 2007, respectively.

The significant components of the Company’s net deferred tax asset (liabilities) at December 31, 2008 and 2007 are as follows:

	2008			2007
Net operating loss carryforwards	$	10,236,000		$	4,447,000
Gross deferred tax assets (liabilities):
Net Operating Loss	$	3,480,000		$	1,512,000
Valuation Allowance		(3,480,000	)		(1,512,000	)
Net Deferred tax asset (liability)	$	-		$	-

At December 31, 2008 and 2007, the Company has net operating loss carryforwards of approximately $14,683,000and $4,447,000 respectively, which will expire in the years 2021 through 2022.  The net change in the allowance account was an increase of $1,968,000.

NOTE 8 – SALES OF COMMON STOCK AND WARRANTS

During the year ended December 31, 2005, the Company entered into and completed an agreement to sell 7,722,066 shares of common stock to an entity controlled by a family group.  The shares represented 51.48% of the authorized and issued common stock of the Company.  The Company received proceeds of $501,934 related to the transaction.  In connection with the transaction, the Company issued warrants to acquire an additional 15,444,132 shares of common stock at a price of $0.065 per share, if and when the capitalization of the Company is increased.

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Additionally, during the year ended December 31, 2005, the Company completed a private placement of 1,500,000 special warrants at a price of $0.10 per special warrant.  Each special warrant was automatically converted into one share of the Company’s common stock upon the increase of the Company’s capitalization sufficient to permit the conversion of the warrants.  The warrants were all converted to common stock subsequent to the Company’s increased capitalization approved by the stockholders at the Annual Meeting on August 1, 2005, and the special warrants were cancelled.  The private placement was made pursuant to a Regulation D Rule 506 exemption from registration under the Securities Act of 1933, as amended.  The special warrants were offered and sold to a total of six investors, all of whom are accredited investors.  There was no commission paid, directly or indirectly, to any person in conjunction with the sale of the special warrants.  The Company received gross proceeds of $150,000 from the offering. During the year ended December 31, 2006, 15,444,132 warrants were exercised and, in accordance with the terms of the warrants, resulted in the issuance of 15,444,132 shares of the Company’s common stock.  The warrants were exercised at a price of $0.065 per share.  The Company received gross proceeds of $1,003,869 from the exercise of the warrants.

During the year ended December 31, 2007, the Company issued 600,000 units consisting of one share and one warrant pursuant to the conversion of a portion of a convertible note. Each common share had a par value of $0.001 and an issuance price of $0.25. Each warrant has an exercise price of $0.40 per common share. The expiration date of each warrant is five (5) years from the date of issuance.

During the year ended December 31, 2007, the Company issued 150,000 shares for compensation to the Company’s Chief Operating Officer. The shares had a fair market value of $75,000.

During the year ended December 31, 2008 the Company issued 43,046,248 shares pursuant to the conversion of a convertible note (see Note 9 – Notes Payable) and 188,829 shares pursuant to the exercise of options (see Note 10 – Stock Option Plan).

NOTE 9 – NOTES PAYABLE

In January 2007, HuntMountain Resources Ltd. obtained an unsecured loan commitment for multiple advances up to $2,000,000 from Hunt Family Limited Partnership (“HFLP”), an entity controlled by the Company’s Chairman and CEO, for the purpose of providing working capital, surety, bonding and/or indemnification purposes for HuntMountain Resources Ltd. and its subsidiaries.

In August 2007, the Company obtained an amended, unsecured loan commitment for multiple advances up to $5,000,000 from HFLP, effective August 1, 2007, to amend the January 2007 note. The simple interest rate on the new bridge financing note was eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note was convertible into equity securities of the Company at the same price and terms as securities sold by the Company to investors in its next equity financing.

In October 2007, the Company obtained an amended and restated convertible unsecured note for multiple advances up to $5,000,000 (“the October Note”) from HFLP to provide working capital for the Company and its subsidiaries.  The amended note was effective on October 23, 2007.  The amended and restated convertible unsecured note was completed to replace the previous bridge financing note that was effective August 1, 2007. The simple interest rate of the October Note is eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note is convertible, in whole or in part, at the option of the holder into units of the Company’s common stock. Each unit consists of one common share and one common share purchase warrant at a conversion price of $0.25 per unit. The exercise price of the warrants issued pursuant to such conversion is set at $0.40 to acquire one new common share of the Company. The warrants to be issued pursuant to the conversion of the October note are exercisable for a period of five years from the conversion date.

In March 2008 the Company received an additional $500,000 advance from HFLP pursuant to the identical terms of the October Note.  Because, at or prior to receipt of the advance, HFLP management had notified the Company that it would convert all balances of principal and interest of the October Note into units as outlined above, the Company and HFLP agreed that the $500,000 advance in March 2008 would be deemed an advance under the October Note. This advance created an event of default under the terms of the note; however, HFLP waived the default and interest penalties stated in the default provision of the October Note.

In January of 2008 holders of the October Note converted into units, at the conversion price of $0.25 per share outstanding principal of $102,000 of the October Note.  As a result the Company issued a total of 408,000 shares and 408,000 warrants.

In March of 2008 holders of the October Note converted into units, at the conversion price of $0.25 per share outstanding principal of $1,000 of the October Note.  As a result the Company issued a total of 4,000 shares and 4,000 warrants.

In April of 2008 holders of the October Note converted into units, at the conversion price of $0.25 per share outstanding principal of $4,747,000, plus accrued interest of $313,014, of the October Note.  As a result the Company issued a total of 20,240,056 shares and 20,240,056 warrants.

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During the second quarter the Company drew an additional $3,025,000 on the October Note, resulting in a balance of $3,525,000 at June 30, 2008.

Between July 1, 2008 and July 30, 2008 the Company drew an additional $1,475,000 on the October Note, resulting in a balance of $5,000,000 on July 30, 2008. On July 30, 2008 holders of the October Note Converted the entire $5,000,000 of October Note principal at a conversion price of $0.25 per unit. As a result the Company issued 20,000,000 shares and 20,000,000 warrants.

On July 31, 2008 the Company drew an additional $500,000 on the October Note, resulting in a balance of $500,000 on that date. Subsequently, on July 31, 2008, holders of the October Note converted the entire $500,000 balance and $98,548 in accrued interest payable relating to the October Note into units at a conversion price of $0.25 per unit. As a result the Company issued 2,394,192 shares and 2,394,192 warrants.

In accordance with EITF 00-27, the Company recognized the beneficial conversion feature associated with the October Note’s convertibility into shares and warrants. The total value of warrants was determined using the Black Scholes option pricing model. In employing this model, the Company used the actual three month T-Bill rate on the advance dates for the risk-free rate. Similarly, the actual share price on advance dates was used in the calculation.  The Company assumed expected volatility of 83%, no dividends and a five year horizon in all Black Scholes option pricing calculations. In 2008, the total value of warrants from issuances of the October Note was $12,360,296 and the total value of shares was $11,331,545.

The following is a summary of common stock warrant activity for each of the three years ended December 31, 2008:

	Number of Shares Under Warrants		Exercise Price
Balance at December 31, 2006		-		-
Issued in conjunction with conversion of convertible note		600,000	$	0.40
Balance at December 31, 2007		600,000	$	0.40
Issued in conjunction with conversion of convertible note		43,046,248	$	0.40
Balance at December 31, 2008		43,646,248	$	0.40

NOTE 10 – STOCK OPTION PLAN

The Company’s 2005 Stock Plan permits the granting of up to 3,000,000 non-qualified stock options, incentive stock options, and restricted shares of common stock to employees, directors, and consultants.  As of December 31, 2008, there were 2,495,000 stock options granted to employees and consultants, of which 2,295,000 are vested.  These options were granted to employees and consultants to the Company.

For purposes of calculating the fair value of options, volatility for the two years presented is based on the historical volatility of the Company’s common stock over its public trading life.  The Company currently does not foresee the payment of dividends in the near term.  The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Years Ended December 31,
	2008			2007
Weighted average risk free rate:		1.4	%		3.6	%
Weighted average volatility:		82.8	%		76.2	%
Expected dividend yield:		0			0
Weighted average life (in years):		5.0			2.0

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Expenses of $229,262 for stock options issued to employees and $126,588 for stock options issued to non-employees, including consultants and directors, were recorded in 2008.  This compares to expenses of $127,600 for stock options issued to employees and $131,500 for stock options issued to non-employees in 2007.  The following table summarizes the terms of the options outstanding at December 31, 2008:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Number of Exercisable Options at December 31, 2008
		90,000	$	0.20		3.14		90,000
		700,000	$	0.25		2.60		700,000
		100,000	$	0.30		2.83		100,000
		10,000	$	0.34		1.58		10,000
		150,000	$	0.38		4.57		150,000
		650,000	$	0.45		3.55		650,000
		5,000	$	0.55		2.50		5,000
		55,000	$	0.60		3.98		55,000
		150,000	$	0.63		3.34		150,000
		100,000	$	0.64		4.69		100,000
		100,000	$	0.67		5.0		-
		385,000	$	0.76		4.52		285,000
TOTALS		2,495,000	$	0.453		3.54		2,295,000

The following summarizes option activity for the years presented:

	Shares under option			Weighted average exercise price
Balance at January 1, 2007		1,345,000		$	0.35
Issued		1,020,000			0.43
Exercised		-			-
Cancelled		(25,000	)		0.58
Forefeited (cashless exercise)		-			-
Balance at December 31, 2007		2,340,000		$	0.35
Balance at January 1, 2008		2,340,000		$	0.35
Issued		585,000.00			0.72
Exercised		-			-
Cancelled		(60,000.00	)		0.59
Forefeited (cashless exercise)		(370,000.00	)		0.39
Balance at December 31, 2008		2,495,000		$	0.45

Options outstanding at December 31, 2008, have a remaining contractual life of approximately 3.54 years.

NOTE 11 – LEASES

The Company has lease commitments on two mineral properties and office and storage space in Liberty Lake, Washington.  The leased mineral properties are the Dun Glen property in Nevada and the Bajo Pobré property in the Santa Cruz province of Argentina.  As of December 31, 2008 the annual lease obligations are:

Year	Office Facility		Dun Glen		Bajo Pobré		Total
2009	$	68,523	$	52,500	$	75,000	$	196,023
2010		68,523		60,000		75,000		203,523
2011		68,523		72,500		75,000		216,023
2012		68,523		72,500		100,000		241,023
2013		68,523		72,500		-		141,023

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NOTE 12 – LA JOSEFINA ESTANCIA PURCHASE

In an agreement dated December 12, 2007 and finalized via perfection of title on April 4, 2008 the Company acquired 90 square kilometers of land in Santa Cruz province, Argentina. The purchase price for this property was $710,000. Known as the La Josefina estancia, the purpose of the land purchase was to provide a centralized base of operations in the Company’s core operating area.

NOTE 13 – RELATED PARTY TRANSACTIONS

The Company leases office space from Hunt Family Properties LLC, an entity controlled by the Company’s Chief Executive Officer and Chairman, Tim Hunt. The Company paid $68,523 and $26,909 in lease payments to Hunt Family Properties LLC in 2008 and 2007 respectively.

During the year ended December 31, 2008 the company paid $14,938 to Alastair Summers, a director of the Company, for consulting services.

As of December 31, 2008 the Company had an exploration advance receivable of $200 owed by Mathew Hughes, an executive officer of the Company.

At December 31, 2007 the Company had an employee advance for field exploration expenses from an officer of Cerro Cazador S.A. of $1,870.

At December 31, 2007 the Company had an employee advance for field exploration expenses from an officer of Cerro Cazador S.A. of $348.

 As of December 31, 2008 the Company had an exploration advance receivable of $3,420 owed by Danilo Silva, an executive officer of CCSA.

During the year ended December 31, 2007 the Company paid $73,616 to HuntWood Custom Cabinets, an entity controlled by the Company’s Chief Executive Officer and Chairman, Tim Hunt, for management consulting services.

During the year ended December 31, 2007 the Company paid $17,895 in professional fees to Workland & Witherspoon, PLLC, a firm in which Greg Lipsker, a shareholder of the Company and the Company’s former Vice-Chairman, was a principal.

Additional related party transactions are included as part of Note 8, Note 9, Note 15 and Note 17.

NOTE 14 – VALUE ADDED TAX CREDIT

The Company has in other assets --Receivable - V.A. tax, Argentina as of December 31, 2008 and 2007 of $380,153 and $190,719 respectively.  These amounts reflect the Value Added Tax Credit accrued due to the payment of valued added tax on certain transactions in Argentina. The Company will realize this credit as an offset against V.A. taxes due on future revenues.  In accordance with APB 21, the asset is reported at net present value based upon the Company’s estimate of future revenues.  The Company used an expected benefit period of 7 years and a discount rate of 18.6%  based upon the average Argentine interest rates and has recorded, as an other expense, a $953,520 net present value adjustment in 2008, which is not deemed to be recoverable at this time.

NOTE 15 – SHAREHOLDER LOAN

Commencing in October, 2008 the Company put into place a new shareholder loan structure through which HFLP continued to finance the company through December 31, 2008. Between October 6, 2008 and December 31, 2008 HFLP advanced $1,870,000 to the Company to finance ongoing exploration activities, primarily in Argentina. The shareholder loan bears interest at an annual rate of 12% and has no maturity date. The company accrued interest expense of $28,534 relating to the shareholder loan in 2008.

NOTE 16 – PROPERTY AND EQUIPMENT

In July of 2008 the Company acquired for cash a truck-mounted drilling rig for $260,634. In December of 2008 the Company acquired spare parts and other related equipment for the drilling rig at a cost of $91,418.In October of 2008 the Company acquired a bulldozer for $37,030. In April, May and June of 2008 CCSA acquired three trucks, with a December 31, 2008 undepreciated value of $128,792. In 2008 CCSA acquired computer and camp equipment with a December 31, 2008 undepreciated value of $137,706. Also in 2007, CCSA acquired the La Josefina Estancia for $710,000.

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The following is a summary of property, equipment and accumulated depreciation at December 31, 2008:

	December 31, 2008		December 31, 2007
Equipment	$	711,864	$	11,216
Land		710,000		710,000
Less accumulated depreciation		98,660		7,014
Property, Plant & Equipment, net:	$	1,323,204	$	714,202

Depreciation expense was $90,634 in 2008 and $3,739 in 2007.

The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.

Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

NOTE 17 - SUBSEQUENT EVENTS

Shareholder Loan

Subsequent to December 31, 2008 Hunt Family Limited Partnership loaned an additional $1,558,500 to the Company under the same terms as discussed in Note 15. 

Other Payable

Subsequent to December 31, 2008 the Company returned a$202,500 deposit advanced by an investor pursuant to a cancelled private placement transaction contemplated by the Company in December of 2008.

Subsequent to December 31, 2008 the Company invested an additional $950,000 in Cerro Cazador S.A.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2008.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP).  Internal control over financial reporting includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are described below:

Lack of Appropriate Accounting Policies, Procedures, and Personnel.  Management of HuntMountain Resources, Ltd. has not established with appropriate rigor the accounting policies, procedures, and documentation of significant judgments and estimates made by management in the preparation of the financial statements, including accounting policies related to accounting for convertible debt, determination of the functional currency of the foreign subsidiary, and accounting for non-routine expenditures.  In addition, management has not appropriately assessed the risk to reliable financial reporting related to the effects of the staffing of key financial reporting position(s).  This led to the identification by the auditors of material misstatements in the financial statements that were not identified by management related to the measurement of convertible debt, foreign subsidiary financial statements, and accounting for fixed assets.

As a result of the material weaknesses in internal control over financial reporting described above, HuntMountain Resources Ltd.’s management has concluded that, as of December 31, 2008, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by the COSO.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Remediation of material weakness in internal control over financial reporting

In order to remediate the material weaknesses identified in Management’s Report on Internal Control Over Financial Reporting, we have taken the following actions subsequent to December 31, 2008:

· The Company’s Chief Financial Officer has communicated enhanced accounting policies and procedures to address identified gaps.

· Management is currently in the process of evaluating staffing adequacy of the Accounting Department of the Argentine subsidiary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2007, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION. None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following information is provided with respect to each executive officer and director of the Company:

Name (age)	Position	Length of Service
Tim Hunt (56)	Chairman, and Director	2005
William R. Green (70)	Director	1993*
Eberhard A. Schmidt (71)	Director	2005
Alastair H. Summers (72)	Director	2006
Randal L. Hardy (47)	Director	2005**
Darrick Hunt	Director	2008
Matthew J. Hughes (48)	Executive Vice-President of Exploration & Chief Operating Officer	2005
Danilo Silva (46)	President of CCSA	2006
Bryn Harman, CFA (39)	Chief Financial Officer	2007

_______________________________

*Previously held executive officer and director positions with the predecessor company, Metaline Mining & Leasing Company.

**Previously served as President and Chief Financial Officer of the Company.

Tim Hunt, Chairman and Chief Executive Officer, is a general partner of HFLP and is the founder and president of Spokane, Washington-based T.R.A. Industries, Inc., dba Huntwood Industries, one of the largest building products manufacturers in the Western United States. Mr. Hunt has led the development of Huntwood Industries over the past 20 years – taking the business from a start-up venture to a significant middle-market enterprise. During his business career, Mr. Hunt has been engaged in a variety of business start-up ventures both related and unrelated to Huntwood Industries. Mr. Hunt had also previously served as a member of the board of directors at State National Bank; a community based financial institution headquartered in Eastern Washington. Mr. Hunt also spent two years as an investment banker, specializing in the mining industry, with National Securities.

William R. Green, P.E., Ph.D. is a mining engineer and geologist, and was a professor of mining engineering at the University of Idaho from 1965 to 1983. He has been actively involved in the mining industry since 1962, working as a consultant to financial managers and various US and Canadian public mining companies. He was a co-founder, and served as an officer and director, of both Bull Run Gold Mines and Yamana Resources. He was the President, CEO and Chairman of Mines Management, Inc., a U.S. public company from 1964 until 2003.

Eberhard A. Schmidt, Ph.D. has more than 35 years of experience in exploring, evaluating and developing precious and base metal properties in the western United States and Mexico. He managed regional exploration offices for Cyprus Mines, Amoco Minerals and Meridian Minerals in Spokane and for Minera Hecla in Mexico. Dr. Schmidt received his Ph.D. in Structural and Economic Geology from the University of Arizona and is a past president of the Northwest Mining Association.

Alastair H. Summers has more than 45 years of experience in mine development and production in North and South America, including over ten years as an executive with Hecla Mining Company. He was Vice President and General Manager for Minera Hecla de Mexico responsible for the design, construction, operation and reclamation of the La Choya open pit/heap leach gold mine. Mr. Summers also served as President and General Manager of Minera Hecla Venezolana initiating improvements to Hecla’s La Camorra operation which resulted in production increases from 85,000 to 250,000 ounces of gold per year. Mr. Summers’ career includes the development, design, and operation of several successful mines for The Bunker Hill Company, Western Nuclear, and American Mine Services. He is registered as a Professional Geologist in Idaho and Professional Engineer in Colorado.

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Randal L. Hardy, serves as President and CEO Timberline Resources Corporation, a public drilling and precious metals exploration venture based in Coeur d’Alene, ID. Mr. Hardy was appointed as a Director in August 2007. Mr. Hardy was appointed to this position after previously holding the position of President of the Company since September 2006, and immediately prior to this time servicing as its Vice President and Chief Financial Officer. Mr. Hardy has over 20 years of experience in financial and operational management. He is the former President and CEO of Sunshine Minting, Inc., a precious metal custom minting and manufacturing firm. During his 8-year tenure as the Company’s President, it grew from 25 employees to over 125. Prior to this, Mr. Hardy served as Treasurer of the NYSE-listed Sunshine Mining and Refining Company for over 6 years. He graduated Magna Cum Laude from Boise State University with a BBA in Finance.

Darrick Hunt, CPA is the Chief Financial Officer of Spokane, Washington-based Huntwood Industries, the largest building materials manufacturer and one of the largest employers in the Eastern Washington/Northern Idaho region.  He holds a license as a Certified Public Accountant under the Board of Accountancy of Washington State, having received his Bachelors in Business Administration from Gonzaga University.

Matthew J. Hughes, Executive Vice President of Exploration and Chief Operating Officer, is a geologist with seventeen years of experience in the discovery, exploration and mining of precious metal projects in the United States, Argentina, China, Brazil and Uzbekistan. Mr. Hughes was appointed as the Executive Vice President of Exploration and Chief Operating Officer in August 2007 after having served as Vice President of Exploration since December 2005. He has been directly responsible for the discovery of numerous precious and base metal occurrences, including the producing Mina Martha high-grade silver lode in Santa Cruz, Argentina. He has worked as the Chief Geologist for Mundoro Mining, Inc. where he led the exploration and development of the nine million ounce Maoling gold deposit, thought to be the largest undeveloped gold deposit in China. He served as Senior Exploration Geologist and consultant for Yamana Resources, Minas Buenaventura, and Silver Standard Resources. Mr. Hughes has been the Vice President of Exploration for Platero Resources, Chief Mine Geologist for Kinross Candelaria Mining Co., and Exploration Geologist for NERCO Exploration and Atlas Precious Metals. He received his Bachelor of Science degree in geology from the University of Oregon.

Danilo Silva, General Manager of South American Operations, also serves as the President of our wholly-owned Argentine subsidiary, Cerro Cazador, S.A. He has over 18 years of experience in the natural resources industry, including over 11 years as a geologist in base and precious metal mining exploration. Mr. Silva has served as Senior Geologist and Project Manager for Yamana Resources and Compania Minera Polimet, as Senior Geologist for Buenaventura, and as General Manager for Platero Resources. While serving in these positions, he discovered numerous viable gold and silver targets. He has led successful exploration and drill programs and has managed the advancement of many projects, including the discovery and development of the Mina Martha high-grade silver mine in Santa Cruz province. Mr. Silva has served as a consulting geologist for several companies, including Placer Dome and Hidefield Gold. Mr. Silva holds a degree in Geological Science from the National University at Bahia Blanca in Argentina.

Bryn Harman, CFA, Chief Financial Officer. Mr. Harman has been our Chief Financial Officer since November, 2007. Prior to joining us Mr. Harman had been the Vice President and Director of Research for ICM Asset Management since 2002. From 1999 until 2002 Mr. Harman was a Senior Equity Analyst for RedChip Companies. Mr. Harman is a Chartered Financial Analyst and is graduated from the University of Saskatchewan with a Bachelor of Commerce (finance) degree. Mr. Harman is a member of the CFA Institute and the Institute of Management Accountants.

Committees of the Board of Directors

Audit Committee

The Audit Committee is responsible for monitoring the integrity of the Company's financial reporting standards and practices and its financial statements, overseeing the Company's compliance with ethics and compliance policies and legal and regulatory requirements, and selecting, compensating, overseeing, and evaluating the Company's independent auditors.

William Green, Eberhard Schmidt and Alastair Summers serve as members of the Audit Committee. William Green, Eberhard Schmidt and Alastair Summers are independent as defined by NASDAQ marketplace rules 4200(a)(15) and 4350(d)(2). In forming our Board of Directors, we sought individuals with the ability to guide our operations based on their business experience, both past and present, and their education. Our business model is not complex and our accounting issues are straightforward. Responsibility for our operations is centralized within management. We recognize that having a person who possesses all of the attributes of an independent audit committee financial expert would be a valuable addition to our Board of Directors. However, we are not, at this time, able to compensate such a person, and therefore, may find it difficult to attract such a candidate.

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The Board of Directors has adopted a policy requiring that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor's independence.

Compensation Committee

William Green, Eberhard Schmidt and Alastair Summers serve as members of the Compensation Committee. William Green, Eberhard Schmidt and Alastair Summers are independent as defined by NASDAQ marketplace rules 4200(a)(15) and 4350(d)(2).

Corporate Governance and Nominating Committee

William Green, Eberhard Schmidt and Alastair Summers serve as members of the Corporate Governance and Nominating Committee. William Green, Eberhard Schmidt and Alastair Summers are independent as defined by NASDAQ marketplace rules 4200(a)(15) and 4350(d)(2).

The Company does not have a disclosure committee.

Compliance with Section 16(a) of the Exchange Act. Our officers, directors and persons owning more than 10% of our common stock are obligated to file reports of ownership and changes in ownership with the Securities and Exchange Commission under Section 16(a) of the Securities Exchange Act of 1934. To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during our fiscal year ended December 31, 2008 our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements with the exception of the following: Tim Hunt (6 Reports, 12 Transactions), Michael Mastor (1 Report, 1 Transaction), Bryn Harman (2 reports, 2 transactions), Steve Taylor (1 report, 1 transaction) and Mathew Hughes (2 reports, 2 transactions).

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is attached hereto.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company to its Chief Executive Officer and our other most highly compensated officers for the year ended December 31, 2008 and the year ended December 31, 2007:

Name	Year	Salary		Bonus		Stock Awards		Option Awards		Total
Tim Hunt,	2008	$	0	$	0	$	0	$	0	$	0
Chairman and CEO	2007	$	0	$	0	$	0	$	0	$	0
	2006	$	0	$	0	$	0	$	60,000	$	60,000
Matthew Hughes,	2008	$	148,846	$	0	$	0	$	64,000	$	212,846
Chief Operating	2007	$	120,577	$	15,000	$	75,000	$	17,178	$	227,755
Officer	2006	$	90,577	$	577	$	0	$	22,750	$	113,904
Bryn Harman,	2008	$	113,000	$	0	$	0	$	50,000	$	163,423
Chief Financial	2007	$	13,327	$	0	$	0	$	15,500	$	28,827
Officer	2006	$	0	$	0	$	0	$	0	$	0
Steve Taylor,	2008	$	53,846	$	0	$	0	$	25,000	$	78,846
Vice President and	2007	$	0	$	0	$	0	$	0	$	0
Secretary/Treasurer	2006	$	42,077	$	0	$	0	$	0	$	42,077
Randall Hardy,	2008	$	0	$	0	$	0	$	0	$	0
President	2007	$	84,577	$	0	$	0	$	24,000	$	108,577
	2006	$	101,538	$	3,352	$	0	$	22,015	$	126,905

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Executive Compensation Agreements

Hughes Employment Agreement

Matthew Hughes has been an employee of the Company since December 2005 as Vice President of Exploration.  In August 2007, he entered into a seven-year employment agreement whereby he would become the Executive Vice President and Chief Operating Officer.  A brief description of the material terms of this agreement are as follows:  the term is seven-years with future renewals to be negotiated between the employee and the chief executive officer; it can be terminated for cause (without notice) or without cause; if termination occurs without cause, Mr. Hughes will be entitled to receive six (6) months of his annual salary in severance; in the event that the company is acquired and results in Mr. Hughes’ termination or diminution of duties, he will be entitled to receive twelve (12) months of his annual salary.  His compensation included an initial annual salary of $150,000, 150,000 shares of restricted stock, and a $15,000 cash bonus. Mr. Hughes’s base salary was set to increase periodically through the life of the agreement; however, due to cost cutting measures, Mr. Hughes salary was permanently reduced to $148,500 on January 1, 2009.

 Mr. Hughes was also granted incentive stock options to purchase 100,000 shares of common stock (at the closing stock price on the effective date of the agreement, August 22, 2007) pursuant to the 2005 Stock Option Plan, with 50,000 vesting on February 1, 2008 and 50,000 vesting on September 1, 2008.  Mr. Hughes is also eligible to receive health insurance for himself and his family through the Company, and the Company will pay the premiums for the policy he chooses.

Harman Employment Agreement

On October 29, 2007 the Company entered into an employment agreement with Bryn Harman. Mr. Harman’s compensation included an annual salary rate of $105,000 until May 7, 2008, an annual salary rate of $115,000 from May 7, 2008 to November 7, 2008 and an annual rate of $125,000 thereafter, Due to cost cutting measures, Mr. Harman’s base salary was permanently reduced to an annual rate of $117,000 on January 1, 2009. Mr. Harman was granted 150,000 stock options vesting over time during the first year of employment.

Outstanding Equity Awards at Year End

The following table summarizes the amount of our executive officers' equity-based compensation outstanding at the fiscal year ended December 31, 2008:

	Options awards									Stock awards
Name	Number of Securities Underlying Unexercised Options - Exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options - Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Exercise date	Number of Shares That Have Not Vested		Market Value of Shares That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Tim Hunt		250,000		-		-	$	0.25	3/26/2011		-		-		-		-
Matthew		50,000		-		-	$	0.45	9/1/2013		-		-		-		-
Hughes		50,000		-		-	$	0.45	2/1/2013		-		-		-		-
		50,000		-		-	$	0.63	11/2/2011		-		-		-		-
		50,000		-		-	$	0.25	12/15/2013		-		-		-		-
		50,000		-		-	$	0.25	12/15/2012		-		-		-		-
		50,000		-		-	$	0.25	12/15/2011		-		-		-		-
		50,000		-		-	$	0.67	9/1/2015		-		-		-		-
		-		50,000		-	$	0.67	2/1/2014		-		-		-		-
Bryn Harman		50,000		-		-	$	0.38	11/8/2013		-		-		-		-
		50,000		-		-	$	0.38	4/8/2013		-		-		-		-

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Director Compensation

No annual compensation is paid to our directors.  Upon appointment to the board of directors each director is granted an option to purchase 150,000 shares of the Company’s common stock at the prevailing market price on the date of appointment. During the year ended December 31, 2008, Darrick Hunt was granted a fully vested stock option to purchase 150,000 shares of common stock at market value on the date of his appointment.

Name	Fees earned or paid in cash		Stock awards		Option Awards		All other Compensation		Total
Tim Hunt	$	0	$	0	$	0	$	0	$	0
William Green	$	0	$	0	$	0	$	0	$	0
Eberhard Schmidt	$	0	$	0	$	0	$	0	$	0
Alastair H. Summers	$	0	$	0	$	0	$	14,938	$	14,938
Randy Hardy	$	0	$	0	$	0	$	0	$	0
Darrick Hunt	$	0	$	0	$	75,000	$	0	$	75,000

Retirement, Resignation or Termination Plans

We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our Company or as a result of a change in the responsibilities of an executive following a change in control of our Company.  Specific executive employment agreements described above do, however, provide, that in the event of a change in control, if the executive’s employment is terminated by the Company without cause, as such term is defined in the respective employment agreements, the executive will be entitled to the payment amounts set forth in the employment agreement.

The Company does not have a disclosure committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in the Information Statement set forth under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This information in incorporated by reference from Notes 6, 9, 10, 12, 14 and 16  to the Company’s Audited Financial Statements as set forth in Item 8 of this Form 10K.

The Company has lease commitments on office space and storage space owned by Hunt Family Limited Partnership, an entity controlled by the Company’s Chairman and CEO. The total annual lease obligation for this facility is $68,523 (not including common area maintenance charges).

In January 2007, the Company obtained an unsecured loan commitment for multiple advances up to $2,000,000 from Hunt Family Limited Partnership (“HFLP”), an entity controlled by the Company’s Chairman and CEO, for the purpose of providing working capital, surety, bonding and/or indemnification purposes for HuntMountain Resources Ltd. and its subsidiaries.

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In August 2007, the Company obtained an amended, unsecured loan commitment for multiple advances up to $5,000,000 from HFLP, effective August 1, 2007, to amend the January 2007 note. The simple interest rate on the new bridge financing note was eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note was convertible into equity securities of the Company at the same price and terms as securities sold by the Company to investors in its next equity financing.

In October 2007, the Company obtained an amended and restated convertible unsecured note for multiple advances up to $5,000,000 (“the October Note”) from HFLP to provide working capital for the Company and its subsidiaries.  The amended note was effective on October 23, 2007.  The amended and restated convertible unsecured note was completed to replace the previous bridge financing note that was effective August 1, 2007. The simple interest rate of the October Note is eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note is convertible, in whole or in part, at the option of the holder into units of the Company’s common stock. Each unit consists of one common share and one common share purchase warrant at a conversion price of $0.25 per unit. The exercise price of the warrants issued pursuant to such conversion is set at $0.40 to acquire one new common share of the Company. The warrants to be issued pursuant to the conversion of the October note are exercisable for a period of five years from the conversion date.

In March 2008 the Company received an additional $500,000 advance from HFLP pursuant to the identical terms of the October Note.  Because, at or prior to receipt of the advance, HFLP management had notified the Company that it would convert all balances of principal and interest of the October Note into units as outlined above, the Company and HFLP agreed that the $500,000 advance in March 2008 would be deemed an advance under the October Note. This advance created an event of default under the terms of the note; however, HFLP waived the default and interest penalties stated in the default provision of the October Note.

In April of 2008 holders of the October Note converted into units, at the conversion price of $0.25 per share outstanding principal of $4,747,000, plus accrued interest of $313,014, of the October Note.  As a result the Company issued a total of 20,240,056 shares and 20,240,056 warrants.

During the second quarter the Company drew an additional $3,025,000 on the October Note, resulting in a balance of $3,525,000 at June 30, 2008.

Between July 1, 2008 and July 30, 2008 the Company drew an additional $1,475,000 on the October Note, resulting in a balance of $5,000,000 on July 30, 2008. On July 30, 2008 holders of the October Note Converted the entire $5,000,000 of October Note principal at a conversion price of $0.25 per unit. As a result the Company issued 20,000,000 shares and 20,000,000 warrants.

On July 31, 2008 the Company drew an additional $500,000 on the October Note, resulting in a balance of $500,000 on that date. Subsequently, on July 31, 2008, holders of the October Note converted the entire $500,000 balance and $98,548 in accrued interest payable relating to the October Note into units at a conversion price of $0.25 per unit. As a result the Company issued 2,394,192 shares and 2,394,192 warrants. During the year ended December 31, 2008 the company paid $14,938 to Alastair Summers, a director of the Company, for consulting services.

As of December 31, 2008 the Company had an exploration advance receivable of $200 owed by Mathew Hughes, an executive officer of the Company.

At December 31, 2007 the Company had an employee advance for field exploration expenses from an officer of Cerro Cazador S.A. of $1,870.

At December 31, 2007 the Company had an employee advance for field exploration expenses from an officer of Cerro Cazador S.A. of $348.

 As of December 31, 2008 the Company had an exploration advance receivable of $3,420 owed by Danilo Silva, an executive officer of CCSA.

During the year ended December 31, 2007 the Company paid $73,616 to HuntWood Custom Cabinets, an entity controlled by the Company’s Chief Executive Officer and Chairman, Tim Hunt, for management consulting services.

During the year ended December 31, 2007 the Company paid $17,895 in professional fees to Workland & Witherspoon, PLLC, a firm in which Greg Lipsker, a shareholder of the Company and the Company’s Vice-Chairman, was a partner.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2008 and 2007 and for services rendered by the Company’s principal accountant relating to the preparation of quarterly financial statements for inclusion in the Company’s quarterly reports on Form 10Q were $57,597 and $45,692 respectively.

Audit Related Fees

The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit of the Company’s financial statements.

Tax Fees

The Company incurred fees totaling $3,432 and $3,291 during the fiscal years ended December 31, 2008 and 2007, respectively, for professional services rendered by the Company’s principal accountant for tax compliance, tax advice and tax planning.

All Other Fees

The Company incurred $7,402 and nil  in fees during the fiscal years ended December 31, 2008 and 2007 respectively, for services rendered by the Company’s principal accountant relating all other services.

Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committees pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

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ITEM 15.                EXHIBITS

(a) The following documents are filed as part of the report:

		Incorporated as reference
Exhibit	Document Description	Form	Date	Number	Filed Herewith
3.1	Articles of incorporation	DEF 14C	10/5/2007	3.1
3.2	Bylaws	DEF 14C	10/5/2007	3.2
14.1	Code of Business Conduct and Ethics				X
14.2	Code of Ethics for President, CEO and Senior Financial Officers				X
14.3	Code of Ethics for Financial Reporting Officers				X
21	Subsidiaries of the Registrant				X
31.1	Certification of the Principal Executive Officer				X
31.2	Certification of the Chief Financial Officer				X
32.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002				X
32.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002				X
99.1	Audit Committee Charter				X

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HUNTMOUNTAIN RESOURCES
	/s/ Tim Hunt
By:
	Tim Hunt, Chief Executive Officer
	(Principal Executive Officer)
	/s/ Bryn Harman
By:
	Bryn Harman, Chief Financial Officer
	(Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Tim Hunt
	4/14/2009
TIM HUNT	Date
Director
/s/ William R. Green
	4/14/2009
WILLIAM R. GREEN	Date
Director
/s/ Eberhard Schmidt
	4/14/2009
EBERHARD SCHMIDT	Date
Director
/s/ Alastair Summers
	4/14/2009
ALASTAIR SUMMERS	Date
Director
/s/ Darrick Hunt
	4/14/2009
DARRICK HUNT	Date
Director
/s/ Randal Hardy
	4/14/2009
RANDAL HARDY	Date
Director

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		Incorporated as reference
Exhibit	Document Description	Form	Date	Number	Filed Herewith
3.1	Articles of incorporation	DEF 14C	10/5/2007	3.1
3.2	Bylaws	DEF 14C	10/5/2007	3.2
14.1	Code of Business Conduct and Ethics				X
14.2	Code of Ethics for President, CEO and Senior Financial Officers				X
14.3	Code of Ethics for Financial Reporting Officers				X
21	Subsidiaries of the Registrant				X
31.1	Certification of the Principal Executive Officer				X
31.2	Certification of the Chief Financial Officer				X
32.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002				X
32.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002				X
99.1	Audit Committee Charter				X

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