SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

Amendment Two

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended June 30, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:000-51151

ENERGIZER RESOURCES INC.

(Name of small business issuer as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

20-0803515(I.R.S. Employer Identification No.)

520  141 Adelaide Street West, Toronto, Ontario, Canada M5H 3L5

(Address of principal executive offices)

(416) 364-4911(Issuers telephone number)_______________________

(Former name or former address, if changed since last report)

Securities Registered under Section 12(b) of the Exchange Act:NoneSecurities Registered Under Section 12(g) of the Exchange Act:Common Stock, $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.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 ExchangeAct. Yes [ ] No [ X ]Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 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 days. Yes [X] No [ ]




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [] No [ X]

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K or any amendment to this Form 10-K. [ x ]

1

---





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                                      Accelerated filer oNon-accelerated filer o                                        Smaller reporting company x



Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [ X ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $26,128,520.

The number of shares outstanding of the registrants Common Stock, par value $0.01 per share (the "Common Stock"), as of March 15, 2013, was 163,254,320.

Documents Incorporated By Reference: None

2

---





Energizer Resources Inc.PART IITEM 1
	Description of Business
	
	5ITEM 1A.
	Risk Factors
	
	20ITEM 1B
	Unresolved Staff Comments
	
	27ITEM 2.
	Description of Properties
	
	27ITEM 3.
	Legal Proceedings
	
	27ITEM 4
	Mine Safety Disclosures
	
	27PART IIITEM 5.
	Market for Registrants Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities
	
	28ITEM 6.
	Selected Financial Data
	
	30ITEM 7.
	Managements Discussion and Analysis of Plan of Operations
	
	30ITEM 7.A
	Quantitative and Qualitative Disclosures About Market Risk
	
	35ITEM 8
	Financial Statements
	
	35ITEM 9.
	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	35ITEM 9A.
	Controls and Procedures
	
	35ITEM 9B.
	Other Information
	
	36PART IIIITEM 10.
	Directors, Executive Officers, Promoters, Control Persons and Corporate GovernanceCompliance with Section 16(A) of the Exchange Act
	
	37ITEM 11.
	Executive Compensation
	
	40ITEM 12.
	Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters
	
	47ITEM 13.
	Certain Relationships and Related Transactions, and Director Independence
	49ITEM 14.
	Principal Accountant Fees and Services
	
	51PART IVITEM 15.
	Exhibits, Financial Statement Schedules
	
	52SignaturesCERTIFICATIONSExhibit 31  Management certification
	76-77Exhibit 32  Sarbanes-Oxley Act
	78-79




3

---



FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") regarding managements plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under Managements Discussion and Analysis of Financial Condition and Results of Operations and Description of Business,. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Risk Factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in Risk Factors, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly, and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Any statement in this report that is not a statement of an historical fact constitutes a forward-looking statement. Further, when we use the words may, expect, anticipate, plan, believe, seek, estimate, internal, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks outlined under Risk Factors herein. The reader is cautioned that our Company does not have a policy of updating or revising forward-looking statements and thus the reader should not assume that silence by management of our Company over time means that actual events are bearing out as estimated in such forward-looking statements.

All references to dollars, $ or US$ are to United States dollars and all references to CAD$ are to Canadian dollars. United States dollar equivalents of Canadian dollar figures are based on the noon exchange rate as reported by the Bank of Canada on the applicable date. All references to common shares refer to the common shares in our capital stock.

4

---



PART 1

FINANCIAL INFORMATION

As used in this annual report, we, us, our, Energizer Resources, Energizer, Company or our Company refers to Energizer Resources Inc. and all of its subsidiaries. The term NSR stands for Net Smelter Royalty.

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND Company Overview

Energizer Resources Inc. was incorporated in the State of Nevada with the name Uranium Star Corp. on March 1, 2004 and reincorporated in the State of Minnesota on May 14, 2008. On December 16, 2009, we changed our name from Uranium Star Corp. to Energizer Resources Inc. Our fiscal year-end is June 30.

During fiscal 2008, we incorporated Energizer Resources (Mauritius) Ltd, a Mauritius subsidiary and Energizer Resources Madagascar Sarl, a Madagascar subsidiary. During fiscal 2009, we incorporated THB Venture Ltd., a Mauritius subsidiary to hold the interest in Energizer Resources Minerals Sarl, a Madagascar subsidiary, which holds the Madagascar properties. During fiscal 2012, we incorporated Madagascar-ERG Joint Venture (Mauritius) Ltd, a Mauritius subsidiary and ERG Madagascar Sarl, a Madagascar subsidiary. ERG (Madagascar) Sarl is 100% owned by Madagascar-ERG Joint Venture (Mauritius) Ltd., which is owned 75% by Energizer Resources (Mauritius) Ltd.

We have not had any bankruptcy, receivership or similar proceeding since incorporation. Except as described below, there have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.

Summary of Our Business

We are an exploration stage company engaged in the search for graphite, vanadium, gold, uranium and other minerals. We have an interest in properties located in the African country of Madagascar and Canada in the Province of Québec. None of the properties in which we hold an interest have known mineral reserves of any kind at this time. As such, the work programs planned by us are exploratory in nature.

Our executive offices are currently located at 520141 Adelaide Street West, Toronto, Ontario, Canada M5H 3L5. Our telephone number is (416) 364-4911. We maintain a website atwww.energizerresources.com(which website is expressly not incorporated by reference into this filing). These offices are leased on a month-to-month basis, and our monthly rental payments are approximately CAD$5,000.

UNTIL WE CAN VALIDATE OTHERWISE, THE PROPERTIES OUTLINED BELOW HAVE NO KNOWN MINERAL RESERVES OF ANY KIND AND WE ARE PLANNING PROGRAMS THAT ARE EXPLORATORY IN NATURE.

Further details regarding our properties, although not incorporated by reference, including the comprehensive geological report prepared in compliance with Canadas National Instrument 43-101 on our Green Giant Property (formerly the Three Horses Property in Madagascar) and our Sagar property in Northern Quebec can be found on our Companys website:www.energizerresources.com(which website is expressly not incorporated by reference into this filing) or in our filings onwww.sedar.com(which website is expressly not incorporated by reference into this filing).

Cautionary Note

Due to the nature of our business, we anticipate incurring operating losses for the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

- our ability to raise additional funding as required;
- the market price for graphite, vanadium, gold, uranium and for any other minerals which we may find;
- ongoing joint ventures;
- the results of our proposed exploration programs on our mineral properties;
- environmental regulations that may adversely impact cost and operations; and
- our ability to find joint venture partners, as needed, for the development of our property interests.

5

---



If we are successful in completing an equity financing, as necessary, existing shareholders will experience dilution of their interest in our Company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. During this period, we will need to maintain our periodic filings with the appropriate regulatory authorities and, as such, will incur legal and accounting costs. In the event no other such opportunities are available and we cannot raise additional capital to sustain operations, we may be forced to discontinue our business altogether. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists doubt about our ability to continue as a going concern.

PropertiesMadagascar Properties

Green Giant Property, Madagascar

On August 22, 2007, we acquired a 75% interest in approximately 225 sq. kilometres of mineral research permits in the District of Toliara, Madagascar. This interest is held by a limited liability company that was formed under the laws of Madagascar which held a 75% interest in the property. The remaining 25% interest was held by Madagascar Minerals and Resources Sarl. On July 9, 2009, we acquired the remaining 25% interest in the property and now hold a 100% interest in the property.

Joint Venture Ground, Madagascar

On December 14, 2011, as reported in our current report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2011, we entered into a Definitive Joint Venture Agreement (JVA) with Malagasy Minerals Limited (Malagasy) (Australian Stock Exchange: MGY (MGY)) to acquire a 75% interest to explore and develop a defined group of industrial minerals. Our Company will manage the exploration operations for the industrial minerals on this ground.

Canadian Properties

Sagar Property  Romanet Horst, Labrador Trough, Québec, Canada

On May 2, 2006, we signed a letter of intent for an option to acquire a 75% interest in 219 claims located in northern Quebec, Canada. The vendor had the right and option to sell the remaining 25% interest in the property and exercised that right on February 28, 2007. Therefore we now own a 100% interest in this property. This agreement was subject to a 2% NSR (net smelter return) with the vendor. As there has been a change in government in the province of Quebec, in particular a political party that advocates separation of Canada and Quebec, we are uncertain if any legislation will be introduced that will impact our business plan for this property.

Further details on exploration programs carried out on the properties can be found below.

Competitive Conditions in our Industry

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. We compete with a number of other entities and individuals in the search for, and acquisition of, attractive mineral properties. As a result of this competition, the majority of which is with companies with greater financial resources than us, we may not in the future be able to acquire attractive properties on terms our management considers acceptable. Furthermore, we compete with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investments and other capital. Factors beyond our control may affect the marketability of minerals mined or discovered by us.

Employees

As of February 28, 2013, we had 9 total employees, 7 full-time and 2 part-time employees. In addition to our full time employees, we engage consultants to serve several important managerial and non-managerial functions for us including serving as officers and to performing professional, geological and administrative functions.

6

---



MADAGASCAR PROPERTIES



Green Giant Property Description and Location

The Green Giant Property is comprised of 6 mineral permits. The properties are located in the District of Toliara and are referenced as TN 12,306,P(R); TN 12,814, P(R); TN 12,887 P(R); TN 12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de Cadastre Minier de Madagascar (BCMM) pursuant to the Mining Code 1999 (as amended) and its implementing decrees. The total land position is 225 sq. kilometres. This property can be accessed by both air and road.



---



Joint Venture Property Description and Location

The Joint Venture Property is comprised of a portion of or all of 39 mineral permits. The properties are located in the District of Toliara and are referenced as TN 3,432,P(R); TN 5,394, P(R); TN 13,064 P(R); TN 13,811 P(R); TN 14,619 P(R); TN 14,620 P(R); TN 14,622 P(R); TN 14,623 P(R); TN 16,747 P(R); TN 16,753 P(R); TN 19,003 P(R); TN 19,851 P(R); TN 19,932 P(R); TN 19,934 P(R); TN 19,935 P(R); TN 21,059 P(R); TN 21,060 P(R); TN 21,061 P(R); TN 21,062 P(R); TN 21,063 P(R); TN 21,064 P(R); TN 24,864 P(R); TN 25,605 P(R); TN 25,606 P(R); TN 28,340 P(R); TN 28,346 P(R); TN 28,347 P(R); TN 28,348 P(R); TN 28,349 P(R); TN 28,352 P(R); TN 28,353 P(R); TN 29,020 P(R); TN 31,734 P(R); TN 31,735 P(R); TN 38,323 P(R); TN 38,324 P(R); TN 38,325 P(R); TN 38,392 P(R); and TN 38,469 P(R) as issued by the Bureau de Cadastre Minier de Madagascar (BCMM) pursuant to the Mining Code 1999 (as amended) and its implementing decrees. The total land position is 827.7 sq. kilometres. This property can be accessed by both air and road.



Agreements

Green Giant Property

On August 22, 2007, we entered into a joint venture agreement with Madagascar Minerals and Resources Sarl (MMR or Madagascar Minerals), a company incorporated under the laws of Madagascar. The joint venture was operated through a Madagascar limited liability company in which our company held 75% undivided interest and MMR held the remaining 25% undivided interest.

The consideration paid to MMR to acquire the 75% stake in the joint venture consisted of: (i) cash consideration totaling $765,000; and (ii) the issuance of 1,250,000 of our common shares and 500,000 now expired common share purchase warrants.

On July 9, 2009, we entered into an agreement to acquire the remaining 25% interest of the Green Giant Property for $100,000. Upon our acquisition of the remaining 25%, the joint venture was terminated. MMR retains a 2% NSR. We can acquire the NSR on this 25% interest portion at a price of $500,000 in cash or common shares for the first 1% and at a price of $1,000,000 in cash or common shares for the second 1% at our option.

8

---



Joint Venture Ground, Madagascar, Africa

On December 14, 2011, we entered into a Definitive Joint Venture Agreement (JVA) with Malagasy to acquire a 75% interest to explore and develop a defined group of industrial minerals (as noted below). Malagasy retains a 25% interest in the exploration and development of the define group of industrial minerals. The new land position covers an area totalling 2,119 research permits and 827.7 square kilometres. This land portfolio is mainly adjacent to the south and east of the Green Giant Property. Under the terms of the JVA, we paid Malagasy $2,261,690 and issued 7,500,000 of our common shares. Malagasy has a free carried interest until we deliver a Bankable Feasibility Study (BFS). Upon the delivery of a BFS, Malagasy will be required to contribute its 25% interest in the development and mining operations. Should either partys interest subsequently fall below a 10% interest, their position will be diluted to a 2% NSR.

The industrial minerals within the agreements are as follows: Vanadium, Lithium, Aggregates, Alunite, Barite, Bentonite, Vermiculite, Carbonatites, Corundum, Dimensional stone (excluding labradorite), Feldspar (excluding labradorite), Fluorspar, Granite, Graphite, Gypsum, Kaolin, Kyanite, Limestone/Dolomite, Marble, Mica, Olivine, Perlite, Phosphate, Potash Potassium minerals, Pumice Quartz, Staurolite, Zeolites.

During January 2012, we signed a formal agreement with South Africa's DRA Mineral Projects (DRA), a world-leading process engineering and mining project development management firm, for the development of our projects in Madagascar. Specific focus will be on the development of vanadium and graphite minerals. This partnership provides us with the ability to both build and manage a mining operation. It also provides DRA the option to purchase up to 5% of our Company through private placement at current market conditions.

Madagascar Historical Exploration Programs

The Green Giant Property displays extensive gossans outcroppings at surface. An examination of part of this property revealed several large areas covered with gossanous boulders, which are believed to overlie massive sulphide mineralization. Phases of the exploration projects were managed by Craig Scherba, P. Geol. who at the time was one of our outside consultant geologists.

We conducted a first phase of exploration from September to November 2007 that included the following activities:

- Stream Sediment sampling of all stream on the property area
- Detailed Geological mapping over selected startigraphic horizons
- Reconnaissance geological mapping over the entire property
- Soil sampling over selected target areas
- Prospecting over selected target areas.
- Limited trenching over selected targets
- Construction of a cinder block base camp
- Construction of a one kilometre long surfaced airstrip
- Repair and surfacing of the access road from base camp to the airstrip
- Airborne geophysical surveying

During March 2008 to June 2008, a full field exploration program following up on the airborne geophysical survey and results of the 2007 exploration program was implemented. This exploration consisted of the following:

- Infill stream sediment sampling
- Detailed Geological mapping over selected stratigraphic horizons
- Prospecting over selected target areas
- Grid emplacement over selected target areas
- Ground-based magnetometer and frequency domain EM surveys
- Soil sampling over selected target areas

After reviewing the analytical data from the March 2008 to June 2008 program, additional exploration was conducted from July 2008 to September 2008 in preparation for a drill program. This exploration consisted of the following:

- Infill stream sediment sampling
- Detailed geological mapping over selected stratigraphic horizons
- Prospecting over selected target areas with the aid of a mobile XRF analyzer

Based on compiled analytical results obtained from the various exploration programs, a drill program was initiated on the property from September 2008 to November 2008. This exploration program consisted of the following:

9

---



- Prospecting over selected target areas with the aid of a mobile XRF analyzer
- Ground-based scintillometer surveying over selected target areas
- Diamond drilling of 31 holes over 4,073 metres

Based on early indications for vanadium on the property, another exploration program was initiated on the Green Giant Property during the spring of 2009. The program (completed between April 2009 and July 2009) consisted of an extensive X-Ray Fluorescence analysis (XRF) soil sampling program coupled with mechanical trenching and scintillometer surveys over possible areas of vanadium enrichment and new areas, defined by the soil XRF survey.

We initiated a vanadium drill program during September 2009 to December 2009. This program consisted of the following:

- XRF soil sample analyses (8,490 samples) on lines 200 metres apart covering 18 kilometre strike length
- Scintillometer surveying (112 line kilometres) on lines 200 metres apart over an 18 kilometre strike length
- Trenching (140 trenches for 17,105 metres)
- Diamond drilling of 54 diamond drill holes over 8,931 metres

The exploration programs to date resulted in the delineation of two vanadium pentoxide (V2O5) deposits (named the Jaky and Manga), characterized by two separate categories: oxide and primary.

Based on the results of the September 2009 to December 2009 program, we conducted an additional exploration program on the property from April 2010 to July 2010. This program consisted of the following activities:

- Diamond drilling of 46 diamond drill holes over 8,952 metres
- Prospecting over selected target areas with the aid of a mobile XRF analyzer (20 grab samples)
- Geologic mapping over the Manga and Mainty deposits at 1:5000 scale
- ERT ground geophysical survey (5.64 km)
- MAG ground geophysical survey (169.53 km)
- Gradient Array EM ground geophysical survey (128.82 km)

In 2011, the identification of graphite in the Manga, Jaky and Mainty zones led our geologists to conduct a reconnaissance exploration program (Phase I program) on the properties in September, 2011. The goal of this exploration program was to delineate new graphitic trends, and compare them to those associated with vanadium mineralization. This program consisted of the following activities:

- Diamond drilling of 10 holes over 1,157.5 metres
- Trenching (16 trenches for 1,912 metres)
- Prospecting over selected target areas

An additional reconnaissance exploration program was conducted from November 2011 to December, 2011 (Phase II program). The purpose of this program was to ascertain the industrial mineral potential on the Joint Venture Property, in addition to further drill testing of graphitic trends on the Green Giant Property. This program consisted of the following activities:

- Diamond drilling of 20 holes over 2,842 metres
- Prospecting over selected target areas
- EM31 ground geophysical survey over selected target areas (160.5 km)

The discovery of graphite mineralization from the 2011 exploration programs resulted in the initiation of a resource delineation drill program from May 2012 through August 2012. This program consisted of the following:

- Trenching (18 trenches for 2,100 metres)
- Diamond drilling of 41 diamond drill holes over 8,459 metres

10

---



Madagascar InfrastructureRoad Access

Access to the Companys Molo Graphite Deposit from Toliara, starts with a 70 kilometre paved road to the village of Andranovory. From Andranovory, secondary all-season roads continue to Betioky, a distance of 93 kilometres. From Betioky, the Molo Graphite Deposit can be reached from Ambatry to Fotadrevo, a distance of 105 kilometres, for an overall total of 268 kilometres, or from Betioky to Ejeda then onwards to Fotadrevo, a distance of 161 kilometres, for an overall total of 324 kilometres. The second route from Ejeda to Fotadrevo is used by heavy transport trucks and by all vehicles during portions of the rainy season, as the other route can become impassable. At the height of the rainy season, both routes to Fotadrevo may become impassable. From Fotadrevo, the Molo Graphite Deposit may be reached by a fairly well maintained dirt track. The map below shows the road access to the Molo Graphite Deposit from the town of Toliara.



Map of Road Structure from Toliara to Fotadrevo

Air Access

With the upgrading of an existing airstrip at Fotadrevo to an all-weather airstrip during the 2008 exploration program, our Madagascar properties are accessible year-round by private aircraft out of Antananarivo, except under special circumstance caused by continuous or multiple days of heavy rain. Flying times to Fotadrevo are approximately 2.5 hours from Antananarivo and 45 min from Toliara.

11

---





Photo of the Landing Strip at Fotadrevo

Antananarivo is currently serviced by Air France (Paris), South African Airways (Johannesburg), and Air Mauritius (Mauritius). Air Madagascar also provides service to Paris, Johannesburg, Mauritius, Nairobi, and Réunion Island. Domestically, Air Madagascar has regularly scheduled jet and propjet flights throughout the country, including daily flights between Antananarivo and Toliara.

The village of Fotadrevo, where our Company has its base camp, is located to the west of the Molo Graphite Deposit. The village has been a labour source during our Companys exploration program, and will likely provide a portion of the workforce during future exploration and development. A few basic goods are commercially available in the village, however, the main centre for support of exploration and development are the cities of Toliara and Antananarivo. Two 40 kVA diesel-powered generators provide power to the camp facility.

A cellular telephone tower is located in Fotadrevo, which provides phone and internet coverage. No potable water is currently available within the project area. A well 123 millimetre in diameter has been drilled to a depth of 42 metres within the camp compound, which provides non-potable water for the camp.

Graphite Market and PricingMarket Overview

According to Industrial Minerals magazine, the natural graphite market is 1.09 million tonnes of which roughly 55% is flake and 45% is low grade amorphous (or 565,000 flake, 450,000 amorphous, 4,000 vein). Graphite is produced globally, however China currently accounts for most of the graphite production with a market share of 77%. Two tables listing the current major production countries of flake and amorphous graphite are below:

Country
	Flake outputChina
	380,000Brazil
	96,000India
	35,000North Korea
	30,000Canada
	21,000Norway
	8,000Zimbabwe
	5,000Madagascar
	4,000




12

---



Russia
	2,000Ukraine
	1,500Germany
	300Total
	582,800




Source: Natural Graphite Report 2012, Industrial Minerals,www.indmin.com

Country
	Amorphous outputChina
	400,000Austria
	16,000Mexico
	12,000Turkey
	300Total
	428,300




Source: Natural Graphite Report 2012, Industrial Minerals,www.indmin.com

China produces 77% of the worlds graphite, however most of its production is low grade amorphous. The graphite industry in China is undergoing fundamental reforms. China is protecting its domestic supply and has imposed a combined 37% export duty and value added tax (VAT) tax. Furthermore, China is consolidating and closing a large number of mines, between 180-200, to preserve graphite resources and address environmental concerns.

Current Demand

Graphite has many wide ranging uses from refractories to anodes in batteries. Currently it is refractories that comprise the bulk of graphite demand accounting for 39%. A chart of current graphite consumption is given below:

Graphite consumption in 2012

Source: Natural Graphite Report 2012, Industrial Minerals,www.indmin.com

Future Demand

Batteries alone is the fastest growing market for graphite with growth between 15-25% a year (Source: Industrial Minerals, 2012) and future demand for graphite is expected through the uptake of lithium-ion batteries (Li-ion). There is 11 times more graphite in a Li-ion battery than there is lithium and demand for graphite in Li-ion batteries, specifically from the growth of the electric vehicle market, is expected to be significant. Other future demand drivers include pebble bed nuclear reactors, fuel cells, large scale energy storage and graphene.

Graphite Pricing

Graphite pricing is a function of flake size and purity where larger flake and higher purity command premium pricing in the market. The three major categories for flake graphite are large, medium, and small (amorphous).

Graphite is not freely traded on an open market. This means determining its price is somewhat of an opaque market as prices are determined through contracts between buyers and sellers. Nevertheless, Industrial Minerals performs regular customer surveys tracking pricing trends and, from their analysis, overall graphite prices have substantially increased since 2007 due to increased demand and constrained supply. Recently however, graphite prices have decreased from their peak due to the slowdown in the global economy particularly in Europe and Asia. Despite this recent decline, future prices are predicted to remain strong as can be outlined in the graph below:

13

---



Source: Natural Graphite Report 2012, Industrial Minerals,www.indmin.com

Vanadium Market and Pricing

Source of this entire section: United States Geological Survey

(Data in metric tons of vanadium content unless otherwise noted)

Domestic Production and Use

Seven U.S. firms comprise most of the domestic vanadium industry produced ferrovanadium, vanadium pentoxide, vanadium metal and vanadium-bearing chemicals or specialty alloys by processing materials such as petroleum residues, spent catalysts, utility ash and vanadium-bearing pig iron slag. Metallurgical use, primarily as an alloying agent for iron and steel, accounted for about 93% of the U.S. vanadium consumption in 2011. Of the other uses for vanadium, the major non-metallurgical use was in catalysts for the production of maleic anhydride and sulfuric acid.

Salient StatisticsUnited States
	
	2008
	
	
	2009
	
	
	2010
	
	
	2011
	
	
	2012
	estProduction, mine, mill
	
	520
	
	
	230
	
	
	1,060
	
	
	590
	
	
	270Imports for consumption:Ferrovanadium
	
	2,800
	
	
	353
	
	
	1,340
	
	
	2,220
	
	
	3,400Vanadium pentoxide, anhydride
	
	3,700
	
	
	1,120
	
	
	4,000
	
	
	2,810
	
	
	1,570Oxides and hydroxides, other
	
	144
	
	
	25
	
	
	167
	
	
	886
	
	
	1,210Aluminum-vanadium master alloys (gross weight) 618
	
	
	282
	
	
	951
	
	
	278
	
	
	180Ash and residues
	
	1,040
	
	
	791
	
	
	521
	
	
	1,420
	
	
	1,500Sulfates
	
	2
	
	
	16
	
	
	48
	
	
	42
	
	
	40Vanadates
	
	187
	
	
	214
	
	
	158
	
	
	303
	
	
	320Vanadium metal, including waste and scrap
	
	5
	
	
	22
	
	
	10
	
	
	44
	
	
	110Exports:Ferrovanadium
	
	452
	
	
	672
	
	
	611
	
	
	314
	
	
	530Vanadium pentoxide, anhydride
	
	249
	
	
	401
	
	
	140
	
	
	89
	
	
	40Oxides and hydroxides, other
	
	1,040
	
	
	506
	
	
	1,100
	
	
	254
	
	
	190Aluminum-vanadium master alloys (gross weight) 1,390
	
	
	447
	
	
	1,190
	
	
	920
	
	
	1,400Vanadium metal, including waste and scrap
	
	57
	
	
	23
	
	
	21
	
	
	102
	
	
	10Consumption:Apparent
	
	5,820
	
	
	1,040
	
	
	5,190
	
	
	6,963
	
	
	6,400Reported
	
	5,170
	
	
	4,690
	
	
	5,030
	
	
	5,120
	
	
	5,200Stocks, consumer, yearend
	
	335
	
	
	295
	
	
	248
	
	
	2185
	
	
	2220* Price, average, dollars per pound V2O5
	$
	12.92
	
	$
	5.43
	
	$
	6.46
	
	$
	6.76
	
	$
	6.52Imports + exports + adjustments for governmentand industry stock changes as a percentage ofapparent consumption
	
	91
	%
	
	78
	%
	
	81
	%
	
	92
	%
	
	96
	%




14

---



*Vanadium is not freely traded on an open market. This means determining prices for vanadium is somewhat of an opaque market as prices are determined through contracts between buyers and sellers.

Events, Trends, and Issues

U.S. apparent consumption of vanadium in 2012 decreased by 9% from its 2011 level; however, it was still almost six times higher than its level in 2009. Apparent consumption of vanadium declined dramatically in 2009 from that of 2008 owing to the global economic recession in 2009. Among the major uses for vanadium, production of carbon, full-alloy, and high-strength low-alloy steels accounted for 16%, 45%, and 33% of domestic consumption, respectively. U.S. imports for consumption of vanadium in 2012 increased 4% from those of the previous year. U.S. exports increased 29% from those of the previous year.

In the fourth quarter of 2011, vanadium pentoxide (V2O5) prices continued to decrease to a year-to-date low of $6.22 per pound of V2O5 in December 2011. In January 2012, prices continued to decrease to a year-to-date low of $5.83 per pound of V2O5 until February when prices began to slowly increase again. In August 2012, V2O5 prices averaged $6.60 per pound of V2O5, slightly more than average V2O5 prices in August 2011. In the fourth quarter of 2011, U.S. ferrovanadium (FeV) prices continued to slowly decrease to a year-to-date low of $13.19 per pound FeV (contained vanadium) in December 2011. In January 2012, prices continued to decrease until February 2012 when prices began to slowly increase. In August 2012, FeV prices averaged $15.60 per pound of FeV.

World Mine Production and Reserves

Production data for the United States were revised based on new company information.

Mine production
	
	Reserves (thousand2011
	2012
	est
	metric tons)China
	23,000
	23,000
	
	5,100South Africa
	22,000
	22,000
	
	3,500Russia
	15,200
	16,000
	
	5,000United States
	1,590
	1,270
	
	45Other countries
	1,600
	1,600
	
	not applicableWorld total (approximate)
	63,390
	63,870
	
	14,000




World Resources the Substitutes

World resources of vanadium exceed 63 million tons. Vanadium occurs in deposits of phosphate rock, titaniferous magnetite, and uraniferous sandstone and siltstone, in which it constitutes less than 2% of the host rock. Significant amounts are also present in bauxite and carboniferous materials, such as coal, crude oil, oil shale, and tar sands. Because vanadium is usually recovered as a byproduct or co-product, demonstrated world resources of the element are not fully indicative of available supplies. While domestic resources and secondary recovery are adequate to supply a large portion of domestic needs, a substantial part of U.S. demand is currently met by foreign material.

Steels containing various combinations of other alloying elements can be substituted for steels containing vanadium. Certain metals, such as manganese, molybdenum, niobium (columbium), titanium, and tungsten, are to some degree interchangeable with vanadium as alloying elements in steel. Platinum and nickel can replace vanadium compounds as catalysts in some chemical processes. There is currently no acceptable substitute for vanadium in aerospace titanium alloys.

Permitting in Madagascar

Companys in Madagascar first apply for an exploration mining permit with the Bureau de Cadastre Minier de Madagascar (BCMM), a government agency falling under the authority of the Minister of Mines in Madagascar. Once granted, which is normally within a month, the fee per each square within a mining permit ranges from 85,200 Ariary to 234,200 Ariary (between $39 an $106 using a current exchange rate of 2,200 Ariary = $1 USD). The number of squares varies widely by claim number. For the 2012 year, the Company paid approximately $160,000 to the BCMM to renew all of its claims in Madagascar. This fee covered both the 100% owned Green Giant Property (6 claims) and the 75% owned Joint Venture Property (39 claims). Each year the Company is required to pay a similar amount in order to maintain the claims in good standing.

The next step in the permitting process, which our Company has initiated, is to apply for an exploitation permit. Our Company has engaged a third party environmental study company in Madagascar to assist us with this process. In order to get an exploitation permit, an investment plan, exploitation work plan budget and specific ground mapping

15

---



is submitted to the BCMM. This step is completed in conjunction with a submission of an environmental impact study for the BCMM. This environmental impact study includes, among other things, completion of a water study and a social impact study.

QA/QC Protocols

At all times during sample collection, storage, and shipment to the laboratory facility, the samples are in the control of our Company or parties that we have contracted to act as our agents.

When sufficient sample material (grab, trench or core) has been collected, the samples are flown or sent by truck to our storage location in Antananarivo, Madagascar. At all times samples are accompanied by an employee, consultant or agent of our Company. From there, samples are shipped to labs either in South Africa or Canada for ICP-MS analysis.

All analytical results are e-mailed directly by the lab to the Companys project manager on site in Madagascar and to our Companys geological and executive staff. Results are also posted on a secure website and downloaded by our Companys personnel using a secure username and password. All of the labs that carried out the sampling and analytical work are independent of our Company.

In order to carry out QA/QC protocols on the assays, blanks, standards and duplicates were inserted into the sample streams. This was done once in every 30 samples, representing an insertion rate of 3.33% of the total.

Since the 2009 Madagascar drill program, our Company has rigorously implemented a blank protocol. For the Molo Graphite Deposit a fine-grained quartz sand sourced from a hardware store in Antananarivo was used as the blank material for the sampling campaign. A total of 208 blank samples were used in this program. A detection limit of 0.05% Carbon was used for the purpose of this exercise. To verify the reliability of the blank samples, the detection limit and the blank + 2, and 3 times the detection limit were plotted against the date. The plot shows that there are a lot of blank samples that have concentrations that exceed the blank + 3 times detection limit threshold. This, coupled with the large spread of data points, would lead to the assumption that samples may have been contaminated during their preparation for analysis.



Blanks plot  Log %C versus the date of the analysis.

Since certified reference materials (CRMs) are essentially non-existent for graphite, our Company commissioned a third party lab in Canada to create a CRM from the remaining Molo Graphite Deposit drill core pulps from the 2011 program. As certified the third party lab standard (STD 1 C) a recommended value of 9.11 % Carbon.

To check the reliability of the standard, a plot of the recommended CRM value versus date was created. The upper and lower limits of one, two and three times the standard deviations of the recommended value are also included in

16

---



the plot. All the results except for two fall within the acceptable limit of two times the standard deviation. It is however worth noting that there seems to be a negative bias towards lower concentrations in the first batch of samples that were submitted. As the campaign progressed the bias leant towards the positive side. This issue appears to have been sorted out towards the latter parts of the campaign as the data becomes less spread, and is closer to the recommended value.

Graph showing carbon concentration as analyzed in STD 1C.

For the Molo Graphite Deposit, a total of 205 field duplicates were prepared. To check how close these were to the original samples, a plot of the original samples with a zero, five, and ten per cent difference of the original samples was created. The majority of the samples were within the 10% difference limit. The plot also shows a good correlation between the original value and the duplicate, as is evident from the regression line with an R2value of 0.96.



Original (Orig) versus Duplicate (Dupe) plots.

17

---



Next Steps

The Company is currently reviewing the results of the recently release Preliminary Economic Assessment study parameters. A thorough review of the results of this information will determine whether further resource expansion drilling is necessary. Further infill drilling may be required to upgrade any resource estimate that falls inside the optimistic pit design shell. Further infill drilling may also be required to improve the geological confidence in the model and to upgrade the mineral resources. Should this be required it would be appropriate to develop a second or third certified reference material.

Future Programs

The economic potential of the property rests upon the ability to extract vanadium and graphite using reasonable, potentially economic parameters. Initial metallurgical results indicate that an economic processing method is available to extract graphite. This will be determined within the PEA study anticipated for release in late 2012. The results of this study will dictate how our management proceeds with project development.

18

---



SAGAR PROPERTY



Property Description and Location

The Sagar Property comprises 219 blocks of claims in the Province of Québec, Canada. The approximate centre of exploration activity is circa 56°22 N latitude and circa 68° 00 W longitude. Details on the individual claims are available on-line at the Government of Québecs Ministère des Resources Naturelles et de la Faune GESTIM website at https://gestim.mines.gouv.qc.ca. This property can be accessed by air.

These claims comprise approximately 6,580 hectares. In this region of the Province of Québec, map staking predetermines claim outlines. This can be done via a claim staking system with the Ministère des Ressources Naturelles (MNRF). Previously, the map-staking grid, producing some of the small parcels, superimposes upon staked claims. There are no carried environmental liabilities on the property. Each claim costs CAD $112 and is active for a one year period. Each following year our Company is required to spend a certain dollar amount to keep the claim in good standing or pay CAD $112 per annum in lieu of performing any work. All surface work requires provincial government permits, including camp construction permits. Our Company is current with these permits.

To be able to conduct an exploration project, our Company needs to obtain permits pertaining to water, forest management and waste disposal for any camp location set-up. These permits are obtained from various Quebec government ministries. This entire process takes less than 1 month to complete. With obtaining the required permits our Company is required to pay approximately CAD $200 per claim per annum.

When our Company is exploring, our power comes from a generator. Water is ample as the property has a lake and several streams. There are no bonding requirements relating to permits issued out of Quebec at the exploration stage.

Agreement

On May 2, 2006, we signed a letter of intent with Virginia Mines Inc. ("Virginia") for an option to acquire a 75% interest in 200 claims located in northern Québec, Canada. Virginia had the right and option to sell the remaining 25% interest in the property. This agreement was subject to a 2% NSR. Virginia had previously acquired a 100% interest in the property, subject to a 1% NSR on certain claims, and a 0.5% NSR on other claims. Virginia has the right to buy back half of the 1% NSR for $200,000 and half of the 0.5% NSR for $100,000. In order to exercise its option, we issued Virginia 2,000,000 of our common shares, 2,000,000 now expired common share purchase warrants and incurred exploration expenditures greater than $2,000,000 on the property before September 1, 2008. Further, on February 28, 2007 Virginia exercised its option to sell its remaining 25% interest on the property to us for 1,000,000 of our common shares valued at $1,219,000 and 1,000,000 now expired common share purchase warrants. As a result of these agreements, we now own a 100% interest in this property. We are currently up to date with all obligations required to maintain the property in good standing.

19

---



FERDERBER

Property Description and Location

We acquired a 100% undivided right, title and interest in and to 19 mining claims (0036315, 0036316, 0036317, 0036318, 0036319, 0036320, 0036321, 0036322, 0036323, 0036324, 0036325, 0036326, 0036327, 0030649, 0030650, 0030640, 0030638, 0030612, 0030613) held by Mr. Peter Ferderber, covering an area of approximately 64 hectares located in the Central Labrador Trough Region of Québec, 13 of which are contiguous to our Sagar Property. This property can be accessed by air. In consideration of our receiving a 100% interest in these claims, subject to any NSR royalties, we paid Mr. Ferderber CAD$6,000, and issued 150,000 of our common shares and 75,000 now expired common share purchase warrants. Mr. Ferderber retained a 1% NSR on this property and agreed that we shall have a first right of refusal to purchase the 1% NSR should Mr. Ferderber elect to sell the royalty. We are currently up to date with all obligations required to maintain the property in good standing.

Sagar and Ferderber Property Geological Highlights

The geological setting of the property is the northwest trending Romanet Horst within the Labrador Trough. The significant mineral potential of this geological setting is well demonstrated, we believe, by the abundance and diversity of uranium-gold showings, which range from veins to breccias to shear zones. There is also locally significant sedimentary-hosted copper mineralization. Our management contends that the most significant mineralization found to date is the 500 x 200 metre Mistamisk boulder field which contains 150 boulders that range up to 640 g/t gold and 4.11% uranium, with 70 tested boulders averaging 64.9g/t gold and 1.3% uranium. The boulders discovered within the Mistamisk boulder field range in length from 0.30 to 2.0 metres. Previous work has not determined the bedrock source of this boulder field.

Copper mineralization has been defined in several spots, the most significant being the Dehli-Pacific showing, which has reported 4.2% copper over 7.6 metres within a drill hole that intersected a shear zone along a sediment-gabbro contact.

Potential Future Programs

In light of empirical observations collected during the course of 2007 exploration activities, other targets have been identified which could prove to be volumetrically more significant than the source of the Mistamisk Boulder Field. In order of priority, management believes future exploration on the Sagar Property should focus on the discovery of:

- Gold and uranium mineralization at redox boundaries along major faults. This work should focus on the intersection between the Romanet fault and the reducing lithologies of the Dunphy and Lace Lake formations.
- Unconformity associated polymetallic uranium-style mineralization at the Archean basement contact. The Kilo soil anomaly should be targeted for this exploration due to the anomalous soil, RC, and DDH geochemistry, as well as the numerous coincident geophysical anomalies.
- Iron-Oxide Copper Gold (IOCG) mineralization. This work should focus on the east-west structure bisecting the Romanet Horst. In particular, the area to the southwest of the Lac Plisse showing should be drill tested as it has coincident gravity and magnetic highs, and has an anomalous IOCG-related geochemical signature for RC, soil, and water geochemical data. Additionally, the DDH geochemistry and alteration mineralogy observed from holes in the Alpha soil target area should be re-examined in the context of IOCG mineralization.
- Source mineralization for the Mistamisk Boulder Field. The anomalous Alpha, Delta, and Kilo soil targets, as well as A, B, and E RC targets identified during the course of the 2007 exploration program should be examined to ascertain the source mineralization for the Mistamisk Boulder Field.

Other Expenses

Management anticipates spending approximately $350,000 - $450,000 in ongoing general office and administration expenses and professional fees per quarter for the next twelve months. Expenses will vary in direct proportion with the level of activity relating to future acquisitions and exploration programs.

ITEM 1A. - RISK FACTORS

Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risks and uncertainties described below. If any of the risks described below, or elsewhere in this report on Form 10-K/A, or our Companys other filings with the Securities and Exchange Commission (the "SEC"), were to occur, our financial condition and results of operations could suffer and the trading price of our common stock could decline. Additionally, if other risks not presently known to us, or that we do not currently believe to be significant, occur or become significant, our financial condition and results of operations could suffer and the trading price of our common stock could decline.

20

---



You should carefully consider the following risk factors together with the other information contained in this Annual Report on Form 10-K/A, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. Our risk factors, including but not limited to the risk factors listed below, are as follows:

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS OF OUR BUSINESS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

The report of our independent registered public accounting firm contains explanatory language that substantial doubt exists about our ability to continue as a going concern.

The independent auditors report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. Due to our lack of operating history and present inability to generate revenues, we have sustained operating losses since our inception. Since our inception, up to June 30, 2012, we had accumulated net losses of $67,249,393. If we are unable to obtain sufficient financing in the near term as required or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

We may not have access to sufficient capital to pursue our business and therefore would be unable to achieve our planned future growth.

We intend to pursue a strategy that includes development of our Companys business plan. Currently we have limited capital, which is insufficient to pursue our plans for development and growth. Our ability to implement our Companys plans will depend primarily on our ability to obtain additional private or public equity or debt financing. Such financing may not be available, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Financing exploration plans through equity financing will have a dilutive effect on our common shares. Our failure to obtain additional capital will have a material adverse effect on our business.

Our primary exploration efforts are in the African country of Madagascar, where democratic elections are planned for 2013.

Any adverse developments to the political situation in Madagascar could have a material effect on our Companys business, results of operations and financial condition. Democratic elections in Madagascar are planned for 2013 but whether the elections calendar jointly established between the UN and the Elections commissions can be maintained remains uncertain. To date, our Company has not been placed under any constraints or experienced disruptions in our exploration efforts due to the political situation in Madagascar. Depending on future actions taken by the transitional government, our Company and its business operations could be impacted.

A roadmap, designed by the Southern African Development Community, was signed by the various political factions on September 17, 2011, a government of national unity was formed during November 2011 and the transition parliament was re-structured to include opposition members. An independent elections commission was established in April 2012. The African Union has endorsed this roadmap. This roadmap provides a path for democratic elections. At the date of this report, presidential elections were scheduled for May 8, 2013, while parliamentary elections and second-round presidential elections were set for July 3, 2013, as announced by the elections commission and the United Nations. The African Union announced on January 28, 2013 the need to respect all provisions of the roadmap, including the unconditional return of ousted President Marc Ravalomanana as soon as possible. His return, along with technical elements related to preparations for elections could delay the scheduled dates. The consequences of the outcome of these elections (or the failure to hold them) may adversely affect our business plan and operations.

We are actively monitoring the political climate in Madagascar and continue to hold meetings with representatives of the government and the Ministry of Mines. The transformation or amendment of exploration and research mining permits within the country continues to be suspended. Our Company has continued to pay taxes and administrative fees in Madagascar with respect to all the mining permits we hold. These payments have been acknowledged and accepted by the Madagascar government.

Our common shares have been subject to penny stock regulation in the United States of America.

Our common shares have been subject to the provisions of Section 15(g) and Rule 15g-9 of the (US) Securities

21

---



Exchange Act of 1934, as amended (the Exchange Act), commonly referred to as the penny stock rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than US$5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; issued by a registered investment company; excluded from the definition on the basis of price (at least US$5.00 per share) or the registrants net tangible assets; or exempted from the definition by the Commission. If our common shares are deemed to be penny stock, trading in common shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

Financial Industry Regulatory Authority, Inc. (FINRA) sales practice requirements may limit a shareholders ability to buy and sell our common shares.

In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a client, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that client. Prior to recommending speculative low priced securities to their non-institutional clients, broker-dealers must make reasonable efforts to obtain information about the clients financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some clients. FINRA requirements make it more difficult for broker-dealers to recommend that their clients buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

As a public company we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance.

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting of our securities and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis privately held and larger public competitors.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Because we are quoted on the OTCQB instead of a national securities exchange in the United States, our U.S. investors may have more difficulty selling their stock or experience negative volatility on the market price of our stock in the United States.

In the United States, our common shares are quoted on the OTCQB. The OTCQB can be highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCQB as compared to a national securities exchange in the United States, such as the New York Stock Exchange, the NASDAQ Stock Market or the NYSE Amex. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. U.S. investors in our common shares may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our common shares. Accordingly, our U.S. shareholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common shares improves.

22

---



In addition to being quoted on the OTCQB, on June 16, 2011, our common shares commenced trading on the Toronto Stock Exchange (TSX), Canadas national stock exchange, under the symbol EGZ. From May 5, 2010 to June 15, 2011, our common shares traded on the TSX  Venture Exchange. Our common shares are also listed on the Frankfurt Exchange under the symbol YE5.

The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you. The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer. The volatility in our share price is attributable to a number of factors. First our common shares, at times, are thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Second, we are a speculative or risky investment due to our limited operating history, lack of profits to date and uncertainty of future market acceptance for our potential products. As a consequence, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our performance. We cannot make any predictions as to what the prevailing market price for our common shares will be at any time or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. This type of litigation could result in substantial costs and could divert managements attention and resources.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) could have a material adverse effect on our business & operating results.

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover material weaknesses in our internalcontrols as defined in standards established by the Public Company Accounting Oversight Board, or the
PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines significant deficiency as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or
detected.

23

---



.

In the event that a material weakness is identified, as it has been for this report, subject to expansion of the size of our Company and our finance department, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could adversely affect the results of the management evaluations of our internal controls. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common shares.

Should we lose the services of our key executives, our financial condition and proposed expansion may be negatively impacted.

We depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of operations. Specifically, we rely on J.A. Kirk McKinnon, our Chief Executive Officer, and Richard E. Schler, our Executive Vice-President, Craig Scherba, our newly appointed President and Chief Operating Officer and Peter D. Liabotis, our newly appointed Chief Financial Officer. We do not maintain key man life insurance on these individuals. Should we lose any or all of their services and we are unable to replace their services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

Minnesota law and our articles of incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.

Minnesota law provides that our directors will not be liable to our Company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our articles of incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our Company to use its assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We have not identified any mineral reserves or resources and due to the speculative nature of mineral property exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

Exploration for minerals is a speculative venture involving substantial risk. We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves. The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of graphite, vanadium, gold, uranium, or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

We are a mineral exploration company with a limited operating history and expect to incur operating losses for the foreseeable future.

We are a mineral exploration company. We have not earned any revenues and we have not been profitable. Prior to completing exploration on our claims, we may incur increased operating expenses without realizing any revenues. There are numerous difficulties normally encountered by mineral exploration companies, and these companies experience a high rate of failure. The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations.

24

---





Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

Exploration for minerals is a speculative venture involving substantial risk. We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves. The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of graphite, vanadium, gold, uranium or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

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

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot, or may elect not, to insure against. We currently have no such insurance, but our management intends to periodically review the availability of commercially reasonable insurance coverage. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets.

If we confirm commercial concentrations of graphite, vanadium, gold, uranium or other minerals on our claims and interests, we can provide no assurance that we will be able to successfully bring those claims or interests into commercial production.

If our exploration programs are successful in confirming deposits of commercial tonnage and grade, we will require significant additional funds in order to place the claims and interests into commercial production. This may occur for a number of reasons, including because of regulatory or permitting difficulties, because we are unable to obtain any adequate funds or because we cannot obtain such funds on terms that we consider economically feasible.

Because access to most of our properties is often restricted by inclement weather or proper infrastructure, our exploration programs are likely to experience delays.

Access to most of the properties underlying our claims and interests is restricted due to their remote locations and because of weather conditions. Most of these properties are only accessible by air. As a result, any attempts to visit, test, or explore the property are generally limited to those periods when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production efforts in the event that commercial amounts of minerals are found. This could cause our business to fail.

As we undertake exploration of our claims and interests, we will be subject to the compliance of government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations in force in the jurisdictions where our claims are located, and these laws and regulations may change over time. In order to comply with these regulations, we may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to land. While our planned budget for exploration programs includes a contingency for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program, or that our budgeted amounts are inadequate.

Our operations are subject to strict environmental regulations, which result in added costs of operations and operational delays.

Our operations are subject to environmental regulations, which could result in additional costs and operational delays. All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some countries and jurisdictions in a manner that may require stricter standards, and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that any future changes in environmental regulation will not negatively affect our projects.

We have no insurance for environmental problems.

25

---



Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production, has not been available generally in the mining industry. We have no insurance coverage for most environmental risks. In the event of a problem, the payment of environmental liabilities and costs would reduce the funds available to us for future operations. If we are unable to fund fully the cost of remedying an environmental problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.

We do not intend to pay dividends.

We do not anticipate paying cash dividends on our common shares in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Due to external market factors in the mining business, we may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive. Even if commercial quantities of minerals are discovered, we can provide no assurance to investors that a ready market will exist for the sale of these minerals. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, mineral importing and exporting and environmental protection. The exact effect of these factors cannot be accurately predicted, but any combination of these factors may result in our not receiving an adequate return on invested capital.

Our performance may be subject to fluctuations in market prices of graphite, vanadium, gold, uranium, and other minerals.

The profitability of a mineral exploration project could be significantly affected by changes in the market price of the relevant minerals. Market prices of graphite have increased over the past several months due to possible new applications. The price of vanadium has increased due to the markets in China as well as the expanded uses including large-scale power storage application. The price of gold has fallen slightly after recently reaching record highs. Demand for gold can also be influenced by economic conditions, attractiveness as an investment vehicle and the relative strength of the U.S. dollar and local investment currencies. The market price of uranium has increased due in large measure to projections as to the number of new nuclear energy plants that will be constructed in China, the United States and other jurisdictions. A number of other factors affect the market prices for other minerals. The aggregate effect of the factors affecting the prices of various minerals is impossible to predict with accuracy. Fluctuations in mineral prices may adversely affect the value of any mineral discoveries made on the properties with which we are involved, which may in turn affect the market price and liquidity of our common shares and our ability to pursue and implement our business plan. In addition, the price of both graphite and vanadium can fluctuate significantly on a month-to-month and year-to-year basis.

Because from time to time we hold a significant portion of our cash reserves in Canadian dollars, we may experience losses due to foreign exchange translations.

From time to time we hold a significant portion of our cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in translation gains or losses in U.S. dollar terms. If there was a significant decline in the Canadian dollar versus the U.S. dollar, our converted Canadian dollar cash balances presented in U.S. dollars on our balance sheet would significantly decline. If the US dollar significantly declines relative to the Canadian dollar our quoted US dollar cash position would significantly decline as it would be more expensive in US dollar terms to pay Canadian dollar expenses. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations.

Our Companys business is impacted by any instability and fluctuations in global financial systems.

The recent credit crisis and related instability in the global financial system, although somewhat abated, has had, and may continue to have, an impact on our Companys business and our Companys financial condition. Our Company may face significant challenges if conditions in the financial markets do not continue to improve. Our Companys ability to access the capital markets may be severely restricted at a time when our Company wishes or needs to access such markets, which could have a materially adverse impact on our Companys flexibility to react to changing economic and business conditions or carry on our operations.

26

---



Until we can validate otherwise, the properties described below have no known mineral reserves of any kind and we are planning programs that are exploratory in nature.

Further details regarding our Companys properties, although not incorporated by reference, including the comprehensive geological report prepared in compliance with Canadas National Instrument 43-101 on the Sagar Property in Northern Québec and on the Green Giant Property in Madagascar, have been filed within our Companys filings on Sedar athttp://www.sedar.com(which website is expressly not incorporated by reference into this filing).

Climate change and related regulatory responses may impact our business.

Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate government regulatory responses in the near future. It is impracticable to predict with any certainty the impact of climate change on our business or the regulatory responses to it, although we recognize that they could be significant. However, it is too soon for us to predict with any certainty the ultimate impact, either directionally or quantitatively, of climate change and related regulatory responses.

To the extent that climate change increases the risk of natural disasters or other disruptive events in the areas in which we operate, we could be harmed. While we maintain rudimentary business recovery plans that are intended to allow us to recover from natural disasters or other events that can be disruptive to our business, our plans may not fully protect us from all such disasters or events.

The current financial environment may have impacts on our business and financial condition that we cannot predict.

The continued instability in the global financial system and related limitation on availability of credit may continue to have an impact on our business and our financial condition, and we may continue to face challenges if conditions in the financial markets do not improve. Our ability to access the capital markets has been restricted as a result of the economic downturn and related financial market conditions and may be restricted in the future when we would like, or need, to raise capital. The difficult financial environment may also limit the number of prospects for potential joint venture, asset monetization or other capital raising transactions that we may pursue in the future or reduce the values we are able to realize in those transactions, making these transactions uneconomic or difficult to consummate.

ITEM 1B.Not applicable.

UNRESOLVED STAFF COMMENTS

ITEM 2.  DESCRIPTION OF PROPERTY

The Companys executive offices are currently located at 520141 Adelaide Street West, Toronto, Ontario, Canada M5H 3L5. These offices are leased on a month-to-month basis, and the Companys monthly rental payments are approximately CAD$5,000.

ITEM 3. - LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4.  MINE SAFETY DISCLOSURESNot applicable.

27

---



PART II

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

Market Information

As of September 21, 2012, there were 157,447,178 common shares issued and outstanding and 66,609,695 common shares underlying outstanding options and warrants to purchase, or securities convertible into, our common shares. Our common shares are quoted on the OTCQB under the symbol ENZR, the TSX under the symbol EGZ and the Frankfurt Stock Exchange under the symbol YE5. On September 20, 2012 the last reported sale price for our common shares on the OTCQB and TSX was US$0.37 and CAD$0.36 per share, respectively. The table below sets forth the high and low closing sale prices of our common shares for the fiscal quarters indicated as reported on the OTCQB and TSX. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

OTCBB(US$)
	
	TSX / TSX-V(CDN$)Period
	
	High
	
	Low
	
	High
	
	LowFiscal year ended June 30, 2013First quarter ended September 30, 2012
	$
	0.41
	$
	0.27
	$
	0.39
	$
	0.27Second quarter ended December 31, 2012
	$
	0.36
	$
	0.29
	$
	0.29
	$
	0.37Fiscal year ended June 30, 2012First quarter ended September 30, 2011
	$
	0.36
	$
	0.18
	$
	0.34
	$
	0.17Second quarter ended December 31, 2011
	$
	0.26
	$
	0.15
	$
	0.23
	$
	0.15Third quarter ended March 31, 2012
	$
	0.44
	$
	0.17
	$
	0.43
	$
	0.165Fourth quarter ended June 30, 2012
	$
	0.48
	$
	0.22
	$
	0.48
	$
	0.22Fiscal year ended June 30, 2011First quarter ended September 30, 2010
	$
	0.33
	$
	0.18
	$
	0.34
	$
	0.185Second quarter ended December 31, 2010
	$
	0.50
	$
	0.195
	$
	0.51
	$
	0.20Third quarter ended March 31, 2011
	$
	0.585
	$
	0.39
	$
	0.63
	$
	0.38Fourth quarter ended June 30, 2011
	$
	0.45
	$
	0.30
	$
	0.42
	$
	0.285Fiscal year ended June 30, 2010First quarter ended September 30, 2009
	$
	0.68
	$
	0.14
	
	N/A
	
	N/ASecond quarter ended December 31, 2009
	$
	0.64
	$
	0.39
	
	N/A
	
	N/AThird quarter ended March 31, 2010
	$
	0.48
	$
	0.29
	
	N/A
	
	N/AFourth quarter ended June 30, 2010
	$
	0.45
	$
	0.20
	$
	0.49
	$
	0.22




Our common shares commenced trading on the TSX-V on May 5, 2010. Our common shares ceased trading on the TSX-V and commenced trading on the TSX on June 16, 2011.

Holders

As of September 21, 2012, there were approximately 2,500 holders of record of common shares.

Dividends

We have never declared any cash dividends with respect to our common shares. Future payment of dividends is within the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common shares, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common shares.

28

---



Equity Compensation Plan Information

The following table sets forth information as of June 30, 2012 for (i) all compensation plans previously approved by the Company's security holders and (ii) all compensation plans not previously approved by the Company's security holders. Options reported below were issued under the Company's amended 2006 Stock Option Plan.

On April 21, 2009, the Company re-priced the 7,630,000 outstanding common stock purchase options by amending the exercise price ranging between $0.55 to $0.85 per share to $0.15 per share.

Plan Category
	
	Number of securities to
	
	Weighted-average
	
	Number of securities remainingbe issued upon exercise
	
	exercise price of
	
	available for future under equityof outstanding options,
	
	outstanding options
	
	compensation plans (excludingand warrants
	
	and warrants
	
	securities reflected in column (a)Equity compensation plans
	
	-
	
	-
	
	-approved by security holdersEquity compensation plans not
	
	7,630,000
	$
	0.15
	
	5,080,000approved by security holders




Recent Issuances of Unregistered Securities

From July 1, 2010 to June 30, 2012, the Company issued the following unregistered securities:

|1.  | On July 2, 2010, the Company issued 500,000 common share purchase warrants valued at $78,100 to a company who assisted us in listing on the TSX Venture Exchange. The share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.54%; expected volatility  172%; dividend yield  NIL; and expected life  4 years.                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.  | On October 21, 2010, the Company issued 1,100,000 common stock purchase options to a director of the Company valued at $237,710. The common stock purchase options, which vested immediately, were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.54%; expected volatility  172%; dividend yield  NIL; and expected life  4 years.                                                                                                                                                                                                                                    
|3.  | On December 17, 2010, the Company issued 200,000 shares of common stock valued at $90,000 pursuant to a contract with a party to provide advisory services in China.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.  | During January and February 2011, the Company closed a private placement of 30,936,654 units for gross proceeds of $13,921,495. Each unit consisted of one common share and one half of one common share purchase warrant. Each of the 15,468,327 warrants issued can be used to purchase one common share at an exercise price of $0.75 for two years from the date of issue. In connection with the private placement, the Company paid $704,115, TSX-V fees of $38,411 and 1,564,700 compensation warrants. The compensation warrant entitles the holder to acquire one unit at $0.45 per unit and expires on February 25, 2013.
|5.  | During the year ended June 30, 2011, the Company issued 4,549,500 shares of common stock for consideration of $886,500. The shares were issued pursuant to the exercise of several common share purchase warrants.                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.  | On July 1, 2011, the Company issued 5,175,000 common stock purchase options to directors, officers and consultants of the Company valued at $1,364,648. The common stock purchase options were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.95%; expected volatility  137%; dividend yield  NIL; and expected life  5 years. These common stock purchase options vested on the grant date.                                                                                                                                                                          
|7.  | On October 24, 2011, the Company issued 1,850,000 common stock purchase options to directors, officers and consultants of the Company valued at $321,530. The common stock purchase options were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.60%; expected volatility  133%; dividend yield  NIL; and expected life  5 years. These common stock	purchase
options vested on the grant date.                                                                                                                                                                        
|8.  | On December 16, 2011, the Company issued 2,365,000 common stock purchase options to directors, officers
and consultants of the Company valued at $431,613. The common stock purchase options were valued
using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.60%;
expected volatility  133%; dividend yield  NIL; and expected life  5 years. These common stock
purchase options vested on the grant date.                                                                                                                                                                       
|9.  | On December 16, 2011, the Company issued 7,500,000 shares of common stock at $0.18 per share valued at
$1,350,000 as consideration for the Joint Venture Agreement with Malagasy Minerals Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | On March 4, 2012, the Company issued 460,000 shares of common stock for consideration of $69,000. The
shares were issued pursuant to the exercise of common stock purchase options.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11. | On March 7, 2012, the Company issued 6,275,000 common stock purchase options to directors, officers and
consultants of the Company valued at $1,513,530. The common stock purchase options were valued using
the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.00%; expected                                                                                                                                                                                                                                                                                                             

29

---



|    | volatility  131%; dividend yield  NIL; and expected life  5 years. These common stock purchase options vested on the grant date.                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12. | On March 25, 2012, the Company closed a private placement with DRA Minerals Inc, a process development and mine engineering company, raising $635,000 by issuing 2,540,000 shares of common stock at $0.25 per share.                                                                                                                                                                                                                               
|13. | On April 9, 2012, the Company issued 50,000 shares of common stock for consideration of $15,000. The shares were issued pursuant to the exercise of common stock purchase options.                                                                                                                                                                                                                                                                  
|14. | On May 23, 2012, the Company issued 180,000 common stock purchase options to directors, officers and consultants of the Company valued at $35,982. The common stock purchase options were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.00%; expected volatility  134%; dividend yield  NIL; and expected life  5 years. These common stock purchase options vested on the grant date.

The offer and sale of all shares of our common shares and warrants listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The Investor acknowledged the following: Subscriber is not a United States Person, nor is the Subscriber acquiring the shares of our common stock and warrants directly or indirectly for the account or benefit of a United States Person. None of the funds used by the Subscriber to purchase the shares of our common stock and warrants have been obtained from United States Persons. For purposes of this Agreement, "United States Person" within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts. Further, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding for additional phases of exploration. We currently believe that debt financing will not be an alternative for funding additional phases of exploration. We do not have any arrangements in place for any future equity financing.

Issuer Repurchases of Equity SecuritiesNone

ITEM 6.  SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by this ItemRefer to the financial statements included within this report.

ITEM 7. - MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

Managements Discussion and Analysis of Results of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the financial statements included herein. Further, this MD&A should be read in conjunction with the Companys Financial Statements and Notes to Financial Statements included in this Annual Report on Form 10-K/A for the years ended June 30, 2012 and June 30, 2011, as well as the Business and Risk Factors sections within this Annual Report on Form 10-K/A. The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles.

Managements Discussion and Analysis contains various forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-K/A,

30

---



including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to anticipates, believes, plans, expects, future and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Companys business and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at managements discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Companys actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to: (1) our ability to raise additional funding; - the market price for graphite, vanadium, gold and uranium; (2) the results of our proposed exploration programs on our mineral properties; (3) the political instability in Madagascar; and (4) our ability to find joint venture partners for the development of our property interests.

Any future equity financing will cause existing shareholders to experience dilution of their interest in our Company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.

During this period, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event no other such opportunities are available and we cannot raise additional capital to sustain operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Estimated Exploration Budget

From the date of this report, and subject to availability of capital, our plan is to incur approximately $3,000,000 -$5,000,000 on exploration, anticipated but not guaranteed to be commenced on or before our Companys fiscal year end of June 30, 2013, on our Madagascar properties and projected to be completed, subject to the availability of capital and any other unforeseen delays, by the fourth quarter of 2013. The following is a summary of the amounts budgeted to be incurred (presuming all $5,000,000 is required):

Building of a pilot plant
	$
	2,000,000Bankable Feasibility Study (BFS) and Metallurgy Testing
	$
	1,000,000Infill drilling if required for the BFS.
	$
	2,000,000Total
	$
	5,000,000




Such amounts may be reduced based on actual costs and the timing may be delayed based on several factors, including the availability of capital to fund the budget.

Although no assurances can be provided, the pilot plant is projected to be built commencing in June 2013. The BFS process is currently ongoing and will continue through the end of June 30, 2013. Infill drilling has been budgeted and will commence in June 2013, if it is a necessary part of the BFS.

The source of funds required to complete the amounts noted above will come from private placements in the capital markets.

31

---



RESULTS OF OPERATIONS

We have had no operating revenues from inception on March 1, 2004 through to the year ended June 30, 2012. Our activities have been financed from the proceeds of securities subscriptions. From inception, on March 1, 2004, to June 30, 2012, we raised net aggregate proceeds of $38,099,105 from private offerings of our securities and $970,500 through the exercise of common share purchase warrants and common stock purchase options. For the year ended June 30, 2012 a total of $719,000 (June 30, 2011: $14,065,208) was raised through private offerings and the exercise of common stock purchase options. $635,000 of this amount was raised through the DRA private placement with the remaining $84,000 (June 30, 2011: $886,500) raised through the exercise of warrants and common stock purchase options. For the year ended June 30, 2011, $13,178,708 was raised by private placement.

For the period from inception, March 1, 2004, to June 30, 2012, we incurred a loss before income taxes of $67,249,393. Expenses included $34,566,338 in mineral property and exploration costs and impairment losses on mineral properties. These costs include acquisition costs relating to the Madagascar properties, Sagar properties and other abandoned properties. We also incurred $5,499,854 in professional fees since inception; general and administrative expenses of $6,526,453; stock based compensation valued at $22,704,866; net foreign exchange translation gains totaling $907,495; donated services and expenses of $18,750 and total other income (including interest) of $1,224,406.

The following are explanations for the material fluctuations during the year ended June 30, 2012 when compared to the year ended June 30, 2011:

- Amounts spent on mineral properties totalled $8,309,874 (June 30, 2011: $2,172,223), an increase of $6,137,651 year over year. Included within this total were property acquisition costs relating to the transaction with Malagasy totalling $3,770,129 (recorded within the statement of operations under impairment losses), drilling costs associated with the fall 2011 and the spring 2012 drill programs, metallurgical testing analysis and various geological testing incurred during the year. The costs were higher during fiscal 2012 compared to fiscal 2011 due to both the acquisition of the joint venture ground coupled with increased drilling on the properties, mainly the joint venture ground. Following our accounting policies of expensing acquisition costs and exploration expenses on mineral properties as incurred, this amount increased the net loss for the year.
- Professional fees totalled $1,801,659 up $552,963 from the June 30, 2011 total of $1,248,696. The increase is due to the utilization of more professionals internally as well as increased legal and accounting service fees paid to external parties in Canada, Australia, Mauritius and Madagascar.
- General and administration relates to fees associated with running the Toronto office and the Madagascar operations on the property. These costs decreased by $55,395 between periods (June 30, 2012: $1,487,669, June 30, 2011: $1,543,064). Significant costs within the fiscal 2012 amount include travel expenses for trips to the exploration site in Madagascar, to the capital of Madagascar and Mauritius to meet government officials, to Europe for graphite conferences and meeting with investors and interested parties, and to Australia to negotiate and finalize the Malagasy joint venture agreement.
- Investment income increased by $54,174 from $110,759 for the year ended June 30, 2011 to $164,933 for the year ended June 30, 2012. Due to the companies higher cash position in the early part of fiscal 2012, more funds were available to be invested in various money market funds, bond funds and dual currency deposits.

Liquidity, Capital Resources and Foreign Currencies

As at June 30, 2012, we had cash on hand of $3,479,484. Our working capital was $2,549,632.

We hold a significant portion of cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in translation gains or losses in US dollar terms. If there was to be a significant decline in the Canadian dollar against the US dollar, the US dollar value of that Canadian dollar cash position presented on our balance sheet would also significantly decline. If the US dollar significantly declines relative to the Canadian dollar, our quoted US dollar cash position would also significantly decline. Such foreign exchange declines could cause us to experience losses.

In addition to paying expenses in Canadian dollars, we also pay expenses in South African Rand, Madagascar Ariary and Australian Dollars. Therefore, we are subject to risks relating to movements in those currencies.

There are no assurances that we will be able to achieve further sales of common shares or any other form of additional financing. If we are unable to achieve the financing necessary to continue the plan of operations, then we will not be able to continue our exploration and our venture will fail.

Capital Financing

32

---



- From inception to June 30, 2004, we raised $59,750 through the issuance of 9,585,000 common shares.
- For the year ended June 30, 2005, we did not raise any capital from new financings.
- For the year ended June 30, 2006, we raised $795,250 through the issuance of 2,750,000 common shares and 2,265,000 common share purchase warrants.
- For the year ended June 30, 2007, we raised $17,300,000 through the issuance of 34,600,000 common shares and 29,000,250 common share purchase warrants.
- For the year ended June 30, 2008, we did not raise any capital from new financings.
- For the year ended June 30, 2009, we raised $680,000 through the issuance of 6,800,000 common shares and 3,400,000 common share purchase warrants.
- For the year ended June 30, 2010, we raised $6,500,000 through the issuance of 21,666,667 common shares and 21,666,667 common share purchase warrants.
- For the year ended June 30, 2011, we raised net proceeds of $13,178,708 through the issuance of 30,936,654 common shares and 15,468,328 common share purchase warrants and $886,501 (by issuing 4,549,500 common shares) through the exercise of common share purchase warrants.
- For the year ended June 30, 2012, we raised proceeds of $635,000 (by issuing 2,540,000 common shares) through the issuance of common shares and $84,000 (by issuing 510,000 common shares) through the exercise of common stock purchase options.
- For the six month period ended December 31, 2012, we raised net proceeds of $1,809,549 through the issuance of 5,807,142 common shares and 2,903,571 common share purchase warrants and $105,000, by issuing 700,000 common shares, through the exercise of common stock purchase options.

We will likely require additional funding during fiscal 2013, which will likely be in the form of equity financing from the sale of our common shares. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of common shares for additional phases of exploration.

Issuances of Securities

We have funded our business to date from sales of our securities. During the year ended June 30, 2012 and since July 1, 2010, the Company issued the following unregistered securities:

- On July 2, 2010, the Company issued 500,000 common share purchase warrants valued at $78,100 to a company who assisted us with listing on the TSX Venture Exchange. The common share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate  1.54%; expected volatility  172%; dividend yield  NIL; and expected life  4 years.
- On December 17, 2010, the Company issued 200,000 shares of common stock valued at $90,000 pursuant to a contract with a party to provide advisory services in China.
- During January and February 2011, the Company closed a private placement of 30,936,654 units for gross proceeds of $13,921,495. Each unit consisted of one common share and one half of one common share purchase warrant. Each of the 15,468,327 warrants issued can be used to purchase one common share at an exercise price of $0.75 for two years from the date of issue. In connection with the private placement, the Company paid $704,115, TSX-V fees of $38,411 and 1,564,700 compensation warrants. Each compensation warrant entitles the holder to acquire one unit at $0.45 per unit expiring February 25, 2013.
- During the year ended June 30, 2011, the Company issued 4,549,500 shares of common stock for consideration of $886,500. The shares were issued pursuant to the exercise of several common share purchase warrants.
- On December 16, 2011, the Company issued 7,500,000 shares of common stock at $0.18 per share valued at $1,350,000 as consideration for the Joint Venture Agreement with Malagasy Minerals Ltd.
- On March 4, 2012, the Company issued 460,000 shares of common stock for consideration of $69,000. The shares were issued pursuant to the exercise of common stock purchase options.
- On March 25, 2012, the Company closed a private placement with DRA Minerals Inc, a process development and mine engineering company, raising $635,000 by issuing 2,540,000 common stock at $0.25 per share.
- On April 9, 2012, the Company issued 50,000 shares of common stock for consideration of $15,000. The shares were issued pursuant to the exercise of common stock purchase options.
- During November 2012, the Company closed a brokered and non-brokered private placement raising a total of $2,032,500. The Company issued 5,807,142 common stock at $0.35 per share and 2,903,571 common share purchase warrants at an exercise of $0.50 and an expiry date 24 months from the date of issue. In addition, the Company paid a fee of $119,010 and issued 340,.028 compensation warrants. Each compensation warrant entitles the holder to purchase one common share at $0.35 and one half of one
common share purchase warrant at an exercise price of $0.50.

33

---





Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

CRITICAL ACCOUNTING POLICIESPrincipals of Consolidation and Basis of Presentation

These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), and are expressed in US dollars. These consolidated financial statements include the accounts of Energizer Resources Inc. and its wholly-owned subsidiaries, Energizer Resources (Mauritius) Ltd., THB Ventures Ltd, Energizer Resources Madagascar Sarl, and Energizer Resources Minerals Sarl. In addition, these consolidated financial statements include the Company's 75% interest in Madagascar-ERG Joint Venture (Mauritius) Ltd. and its 100% owned subsidiary ERG (Madagascar) Sarl. All inter-company balances and transactions have been eliminated on consolidation.

Mineral Property Costs

The Company has been in the exploration stage since its inception on March 1, 2004, and has not yet realized any revenues from its mineral operations. Mineral property exploration costs are expensed as incurred.

When it has been determined that a mineral property can be economically developed as a result of establishing reserves, the costs then incurred to develop such property will be capitalized. Such costs will be amortized using the units of production method over the estimated life of the reserve. If properties are abandoned or the carrying value is determined to be in excess of possible future recoverable amounts the Company will write off the appropriate amount

Financial Instruments

The fair value of cash and cash equivalents, amounts receivable, marketable securities, dual currency deposits and accounts payable and accrued liabilities were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's exploration operations are primarily in Madagascar but also in Canada, which result in exposure to market risks from changes in foreign currency rates. Financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.

Foreign Currency Translation

The Company's functional and reporting currency is United States Dollars. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic-830, "Foreign Currency Translation", using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the consolidated statement of operations

Stock Based Compensation

The Company has a stock option plan. All stock-based awards granted, including those granted to directors not acting in their capacity as directors, are accounted for using the fair value based method. The fair value of common stock purchase options granted is recognized as an expense within the income statement and a corresponding increase in shareholder equity. Any consideration paid by eligible participants on the exercise of common stock purchase options is credited to capital stock. The additional paid in capital amount associated with common stock purchase options is transferred to capital stock upon exercise

Use of Estimates

The consolidated financial statements include estimates, which, by their nature, are uncertain. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and other factors as the basis for its judgments and estimates. Actual results may differ from those estimates. The impacts of estimates are pervasive throughout these consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects current and future periods.

34

---



RECENT ACCOUNTING PRONOUNCEMENTS

The following are recent accounting pronouncements, which may have an impact on the Company's future financial statements. FASB has issued the following pronouncements:

- "Comprehensive Income (Topic-220): Presentation of Comprehensive Income": ("ASU 2011-05") was issued during June 2011. FASB issued guidance regarding the presentation of Comprehensive Income within financial statements. The guidance was effective for interim and annual periods beginning after December 15, 2011.
- "Comprehensive Income (Topic-202): Deferral of the Effective date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No 2011-05": ("ASU 2011-12") was issued during December 2011. FASB provides clarification and guidance relating to the effects of reclassifications of amounts out of accumulated other comprehensive income and into net income. The guidance is effective for annual periods beginning after December 15, 2011 and interim periods within those years.
- "Intangibles - Goodwill and Other (Topic-350): Indefinite-Lived Intangible Assets for Impairment": ("ASU 2011-08") was issued during September 2011. FASB issued guidance on how to determine whether goodwill amounts on the balance sheet have been impaired. The guidance was effective for annual periods beginning after September 15, 2012 and interim periods within those years.
- "Balance Sheet (Topic 201): Disclosures about Offsetting Assets and Liabilities": ("ASU 2011-11") was issued during December 2011. FASB issued guidance on how to determine whether it is appropriate to offset or net certain assets and liabilities on the balance sheet and the additional disclosure that this entails. The guidance is effective annual periods beginning on or after January 1, 2013.

The adoption of the Topic-220, Topic-350 and Topic-202 did not have a material impact on the Company's consolidated financial statements. The Company is currently evaluating its impact of Topic 201 on these consolidated financial statements.

ITEM 7.A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities. Most of our activity is the development and mining of our mining claim.

ITEM 8. - FINANCIAL STATEMENTS

The financial statements required by this Item, the accompanying notes thereto and the reports of independent accountants are included, as part of this Form 10-K/A immediately following the signature page.

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

None.

ITEM 9A. - CONTROLS AND PROCEDURES

Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, June 30, 2012. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation and the deficiencies noted in our managements report on internal controls and procedures over financial reporting, our principal executive officer and our principal financial officer concluded that, given the size of our Company and its finance department, that our disclosure controls and procedures were not effective as of June 30, 2012.

35

---



Managements report on internal control over financial reporting

Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published inInternal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer, have has chosen the COSO framework on which to base its assessment. Based on this evaluation, we have concluded that, as of June 30, 2012, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as described below.

The matters involving internal controls and procedures that the Companys management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) lack of a majority of independent directors on the Companys board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies, like ours, face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, only a few individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

This annual report does not include an attestation report of our independent registered public accounting firm over managements assessment regarding internal control over financial controls. Managements report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. However, as noted, when the size of our Company and its finance department is materially increased, the deficiencies can be addressed. Once increased, we intend to create a new finance and accounting position that will allow for proper segregation of duties consistent with control objectives, and will increase our personnel resources and technical accounting expertise within the accounting function; and we will prepare and implement appropriate written policies and checklists which set forth procedures for accounting and financial reporting with respect to the requirements and application of US generally accepted accounting principles and SEC disclosure requirements. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote or when the size of our Company and our finance department will materially increase to address these issues.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended June 30, 2012, no changes were made to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. - OTHER INFORMATION

On September 19, 2012, Craig Scherba was appointed as the Companys President and Chief Operating Officer. In addition, on September 19, 2012, Richard E. Schler resigned as the Companys Chief Financial Officer (remaining as Executive Vice-President and a member of the Board of Directors) and Peter D. Liabotis was appointed as the Companys Chief Financial Officer. The Company does not have an employment agreement or consulting agreement with Mr. Scherba, Mr. Schler or Mr. Liabotis. All three individuals receive approximately CAD$12,000per month, although the compensation varies from month to month depending on various factors. Biographical information for Mr. Scherba, Mr. Schler and Mr. Liabotis are listed within Part III of this Form 10-K/A.

36

---





37

---



PART III

ITEM 10. - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the name, age, and position of each executive officer and director the Company as at February 28, 2013.

Name
	Age
	PositionJ.A. Kirk McKinnon
	70
	Chief Executive Officer, Chairman and DirectorCraig Scherba
	40
	President, Chief Operating Officer and DirectorRichard E. Schler
	59
	Executive Vice-President and DirectorJohn Sanderson
	77
	Vice Chairman and DirectorPeter D. Liabotis
	43
	Chief Financial OfficerV. Peter Harder
	60
	DirectorQuentin Yarie
	47
	DirectorJohann de Bruin
	42
	DirectorAlbert A. Thiess, Jr.
	66
	Director




Directors of the Company hold their offices until the next annual meeting of the Companys shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal of office or death. Executive officers of the Company are elected by the board of directors to serve until their successors are elected and qualified. There are no family relationships between any director or executive officer of the Company.

J.A. Kirk McKinnon (Brampton, Canada): Mr. McKinnon has served as the Companys Chairman and Chief Executive Officer since October 1, 2009 and a director since April 2006. Mr. McKinnon also served as the Companys President and Chief Executive Officer from April 2006 to September 30, 2009. He brings over 25 years of senior management experience to the Company. Mr. McKinnon is currently President and CEO of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. Previously, Mr. McKinnon held senior management positions with several high profile Canadian corporations, including Nestle Canada. Mr. McKinnon is well versed in business management and he has been very successful in raising funds in the capital markets.

Craig Scherba, P.Geol. (Oakville, Canada): Mr. Scherba was appointed as our President and Chief Operating Officer during September 2012 and a director during January 2010. Mr. Scherba served as Vice President, Exploration of the Company from January 2010 to September 2012. Mr. Scherba also servers as Vice President, Exploration of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. In addition, Mr. Scherba was professional geologist with Taiga Consultants Ltd. (Taiga), a mining exploration consulting company from March 2003 to December 2009. He was a managing partner of Taiga between January 2006 and December 2009. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration. Mr. Scherba was an integral member of the exploration team that developed Nevsun Resources high grade gold, copper and zinc Bisha project in Eritrea. While at Taiga, Mr. Scherba served as the Company's Country and Exploration Manager in Madagascar during its initial exploration stage.

Richard E. Schler, MBA (Toronto, Canada): Mr. Schler has served as our Companys Executive Vice President since September 2012 and as a director since April 2006. Mr. Schler was Vice President, Chief Operating Officer and Chief Financial Officer from August 2011 to September, 2012 and the Chief Financial Officer from April 2006 to September 2009. He is also currently serving as Chief Operating Officer and Chief Financial Officer of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. Before joining these companies, Mr. Schler held various senior management positions with noted corporations. He has over 25 years of experience in the manufacturing sector. Mr. Schler is experienced in financial management and business operations and has been successful in raising funds in the capital markets.

John Sanderson Q.C. (Vancouver, Canada):Mr. Sanderson has been Vice Chairman of the Board of the Company since October 1, 2009 and a director of our Company since January 2009. Mr. Sanderson was Chairman of the Board of the Company from January 2009 to September 2009. Mr. Sanderson is a mediator, arbitrator, consultant
and lawyer called to the bar in the Canadian Provinces of Ontario and British Columbia. Mr. Sandersons qualifications to serve as a director include his many years of legal and mediation experience in various industries. He has acted as mediator, facilitator and arbitrator in British Columbia, Alberta, Ontario and the Northwest Territories, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims. He is a member of mediation and arbitration panels with the British Columbia Arbitration and Mediation Institute, the British Columbia International Commercial Arbitration Centre & Mediate BC.

38

---





Peter D. Liabotis, C.A. (Oakville, Canada):Mr. Liabotis was appointed as our Senior Vice President and Chief Financial Officer (SVP &CFO) on September 19, 2012. From October 2009 through September 18, 2012, Mr. Liabotis served as our companys Vice President  Finance. Mr. Liabotis also currently serves as the SVP & CFO of Red Pine Exploration Inc. and the Vice President - Finance of MacDonald Mines Exploration Ltd., and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange. From August 2008 to September 2009 Mr. Liabotis worked for EFG Wealth Management (Canada), Ltd assisting with accounting matters and Canadian mutual fund launches. From July 1998 through July 2008, Mr. Liabotis was the SVP & CFO of Olympia Capital (Bermuda) Ltd, a Bermuda corporation. Prior to July 1998, Mr. Liabotis worked for two years at PriceWaterhouseCoopers in Bermuda and two years with KPMG in Canada Mr. Liabotis is a member of the Board of Directors of Honey Badger Exploration, Inc. Mr. Liabotis is a Chartered Accountant (through the Institute of Chartered Accountants of Ontario), received his Bachelor of Commerce, Honours from the University of Windsor and received his Bachelor of Arts from the Western University (in Ontario, Canada).

V. Peter Harder, LL.D, M.A., B.A. (Hons) (Manotick, Canada): Mr. Harder has served as a director of the Company since July 2, 2009. He is a Senior Policy Advisor to Fraser Milner Casgrain, LLP (FMC), a Canadian national law firm. Prior to joining FMC, Mr. Harder was a long-serving Deputy Minister in the Government of Canada. First appointed a Deputy Minister in 1991, he served as the most senior public servant in a number of federal departments including Treasury Board, Solicitor General, Citizenship and Immigration, Industry and Foreign Affairs and International Trade. At Foreign Affairs, Mr. Harder assumed the responsibilities of the Personal Representative of the Prime Minister to three G8 Summits (Sea Island, Gleneagles and St. Petersburg). Mr. Harder is also a director of Power Financial Corporation (TSX: PWF), IGM Financial Corporation (TSX: IGM), Telesat Canada, Northland Power Inc. (TSX: NPI), Timberwest Forest Company and Magna International Inc. (TSX: MG, NYSE: MGA). In 2008, Mr. Harder was elected the President of the Canada China Business Council (CCBC).

Quentin Yarie, P.Geol. (Toronto, Canada): Mr. Yarie has served as a director of our Company since 2008. Mr. Yarie is an experienced geophysicist and a successful entrepreneur with over 20 years experience in mining and environmental/engineering. Mr. Yarie has project management and business development experience as he has held positions of increasing responsibility with a number of Canadian-based geophysical service providers. Since January 2010, Mr. Yarie has been Senior Vice President Exploration for MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc all listed on the TSX-Venture Exchange headquartered in Toronto, Canada. From October 2007 to December 2009, Mr. Yarie was a business development officer with Geotech Ltd, a geo-physical airborne survey company. From September 2004 to October 2007, Mr. Yarie was a senior representative of sales and business development for Aeroquest Limited. From 1992-2001, he was a partner of a specialized environmental and engineering consulting group where he managed a number of large projects including the ESA of the Sydney Tar Ponds, the closure of the Canadian Forces Bases in Germany and the Maritime and Northeast Pipeline project.

Johann de Bruin, Pr. Eng (Pretoria, South Africa): Mr. de Bruin, Pr. Eng, was appointed a Director during February 2012. Mr. de Bruin is a Director of DRA with a 15-year track record of bringing numerous greenfield mining projects throughout Africa to feasibility. He currently leads the initiative of business development in Africa for DRA and has acted as the primary liaison between DRA and the Company over the past four years. Mr. de Bruin brings considerable insight and skill into evolving the infrastructure components associated with new projects in developing countries.

Albert A. Thiess, Jr. (Bluffton, United States of America): Mr. Thiess was appointed a Director during May 2012. Mr. Thiess brings over 35 years of accounting, finance and management experience to the Company. Mr. Thiess served as an audit partner in Coopers & Lybrand, LLP and with PricewaterhouseCoopers LLP following the merger of those firms in 1998. He served clients in the automotive, banking, retail and manufacturing industries, as well as serving as the Managing Partner of the Detroit, Michigan and Los Angeles, California offices. He also was elected
to the Governing Council of Coopers & Lybrand. Following the merger with
PricewaterhouseCoopers, Mr. Thiess managed various global functions for the newly merged firm.

39

---





Involvement in Certain Legal Proceedings

To the best of the Companys knowledge, during the past ten years, none of the following occurred with respect to a director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; (5) being subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies or prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company has an audit committee and is comprised of John Sanderson, Peter Harder and Quentin Yarie, all of whom are financially literate. Messers Sanderson, Harder and Yarie are independent directors as they do not have involvement in the day to day operations of the Company. The audit committee is a key component of the Companys commitment to maintaining a higher standard of corporate responsibility.

The audit committee assists our board of directors in its oversight of the companys accounting and financial reporting processes and the audits of the companys financial statements, including (i) the quality and integrity of the companys financial statements, (ii) the companys compliance with legal and regulatory requirements, (iii) the independent auditors qualifications and independence and (iv) the performance of the companys internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

- be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
- discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the SEC in the Companys Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
- review with the companys financial management on a periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the companys selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company;
- monitor the Companys policies for compliance with federal, state, local and foreign laws and regulations and the Companys policies on corporate conduct;
- maintain open, continuing and direct communication between the board of directors, the committee and both the companys independent auditors and its internal auditors; and
- monitor our compliance with legal and regulatory requirements, with the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Companys equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Companys securities with the SEC on Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers

40

---



and beneficial owners of more than 10% of the Companys Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they filed.

Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended June 30, 2012, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.

Code of Ethics

The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Financial Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-QSB for June 30, 2004 as filed on May 19, 2004.

ITEM 11. - EXECUTIVE COMPENSATION Summary Compensation

The table below sets forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our principal executive officer and four other most highly compensated executive officers who received compensation over $100,000 for the fiscal year ended June 30, 2012 (collectively, the Named Executive Officers):

Name
 and Principal Position
	Fiscal
 Year
	Salary ($)
	
	Bonus ($)
	Stock
 Award ($)  Note 6
	
	Option Awards
 ($)
	Non Equity Inventive Plan Compens-
 aton ($)
	Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)
	All Other Compens-ation($)

NOTE 1
	
	Total ($) Note 1J.A. Kirk
McKinnon, CEO
 and
 Director
	2012
	248,207
	(5)
	0
	0
	
	0
	0
	0
	739,062
	(1)
	987,269
	(1)2011
	261,810
	(4)
	0
	0
	
	0
	0
	0
	0
	
	261,8102010
	134,178
	(3)
	0
	80,750
	(2)
	0
	0
	0
	512,469
	(1)
	727,397
	(1)Richard E. Schler,
 Executive Vice-
 President, Past CFO
 and
 Director
	2012
	201,407
	(5)
	0
	0
	
	0
	0
	0
	557,033
	(1)
	758,440
	(1)2011
	189,490
	(4)
	0
	0
	
	0
	0
	0
	0
	
	189,4902010
	129,953
	(3)
	0
	76,500
	(2)
	0
	0
	0
	488,218
	(1)
	694,671
	(1)Craig Scherba
 President, COO and
 Director
	2012
	105,214
	(5)
	0
	0
	
	0
	0
	0
	260,035
	(1)
	365,249
	(1)2011
	71,048
	(4)
	0
	0
	
	0
	0
	0
	0
	
	71,0482010
	0
	
	0
	0
	
	0
	0
	0
	83,325
	(1)
	83,325
	(1)Brent Nykoliation,
 Senior Vice
 President
	2012
	162,085
	(5)
	0
	0
	
	0
	0
	0
	275,345
	(1)
	437,430
	(1)2011
	99,488
	(4)
	0
	0
	
	0
	0
	0
	0
	
	99,4882010
	42,231
	(3)
	0
	34,000
	(2)
	0
	0
	0
	138,715
	(1)
	214,946
	(1)Peter D. Liabotis,
 Chief Financial
 Officer
	2012
	168,764
	(5)
	0
	0
	
	0
	0
	0
	247,975
	(1)
	416,739
	(1)2011
	67,309
	(4)
	0
	0
	
	0
	0
	0
	0
	
	67,3092010
	0
	
	0
	0
	
	0
	0
	0
	83,325
	(1)
	83,325
	(1)




|(1) | The values in the All Other Compensation
 above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value
 of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options
 are exercised or not will be based primarily, but not singularly, on the Companys future stock price and whether the granted
 options become in-the-money. If these granted options are unexercised and expire, the cash value or benefit to the
 above noted individuals is $nil.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Shares valued at $0.17 per share based
 on quoted market price issued to these individuals and/or to companies controlled by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Consulting fees paid and accrued for the
 fiscal year ended June 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Consulting fees paid and accrued for the
 fiscal year ended June 30, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Salary and/or consulting fees paid and
 accrued for the fiscal year ended June 30, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6) | The amounts listed in the Stock Awards
 column of the Summary Compensation table have been calculated based upon the aggregate grant date fair value computed
 in accordance with FASB ASC Topic 718 and there are no awards subject to performance conditions.                                                                                                                                                                                                                                                                                                                                 

Employment Agreements

The Company does not have an
employment agreement or consulting agreement with Messrs. McKinnon, Schler, Scherba, Liabotis or Nykoliation. Each receives consulting
fees and/or monthly salaries. Mr. McKinnon receives approximately CAD$15,000 per month. Messrs. Scherba, Schler, Liabotis
and Nykoliation receive approximately CAD$12,000 per month, although the compensation varies from month to month depending
on various factors.

41

---




Outstanding Stock Options
and Stock Appreciation Rights Grants

Outstanding stock options granted
to Named Executive Officers (NEOs) and Directors as at June 30, 2012 are as follows:

Option Awards

Name
	No. of Securities
 Underlying
 Unexercised
 Options
 Exercisable
 (#)
	No. of Securities
 Underlying
 Unexercised
 Options
 Unexercisable
 (#)
	Equity Incentive Plan
 Awards: Number of
 Securities Underlying
 Unexercised Unearned
 Options
 (#)
	Option Exercise
 Price
 ($)
	Option
 Expiration
 DateJ.A. Kirk McKinnon, NEO
	975,000
	0
	0
	0.15
	July 11, 2012225,000
	
	
	0.352
	Sept 2, 20131,150,000
	
	
	0.395
	May 11, 2016675,000
	
	
	0.30
	July 1, 2016575,000
	
	
	0.20
	Oct 24, 2016650,000
	
	
	0.21
	Dec 1, 20161,420,000
	
	
	0.28
	March
 7, 2017Richard E. Schler, NEO
	875,000
	0
	0
	0.15
	July 11, 2012200,000
	
	
	0.352
	Sept 2, 20131,100,000
	
	
	0.395
	May 11, 2016600,000
	
	
	0.30
	July 1, 2016225,000
	
	
	0.20
	Oct 24, 2016200,000
	
	
	0.21
	Dec 1, 20161,340,000
	
	
	0.28
	March
 7, 2017Craig Scherba, NEO
	250,000
	0
	0
	0.395
	May 11, 2016350,000
	
	
	0.30
	July 1, 2016200,000
	
	
	0.20
	Oct 24, 2016200,000
	
	
	0.21
	Dec 1, 2016400,000
	
	
	0.28
	March
 7, 2017Brent Nykoliation, NEO
	75,000
	0
	0
	0.352
	Sept 2, 2013400,000
	
	
	0.395
	May 11, 2016450,000
	
	
	0.30
	July 1, 2016200,000
	
	
	0.20
	Oct 24, 2016200,000
	
	
	0.21
	Dec 1, 2016350,000
	
	
	0.28
	March
 7, 2017Peter D. Liabotis, NEO
	250,000
	0
	0
	0.395
	May 11, 2016350,000
	
	
	0.30
	July 1, 2016200,000
	
	
	0.20
	Oct 24, 2016200,000
	
	
	0.21
	Dec 1, 2016350,000
	
	
	0.28
	March
 7, 2017The Company has no stock appreciation
 rights.Outstanding Stock Awards
 at Year EndThe
 outstanding equity awards as at June 30, 2012 are as follows:Name
	Number of shares
 or units of stock
 that
 have not
 vested
 (#)
	Market value of
 shares or units of
 stock that have not
 vested
 (#)
	Stock
 awards
 Equity incentive plan awards:
 number of unearned shares,
 units or other rights that have
 not
 vested (#)
	Equity incentive plan
 awards:
     market or payout value
 of
     unearned shares, units
 or other
     rights
 that have not vested ($)J.A.
 Kirk McKinnon,
	0
	0
	0
	0Richard
 E. Schler, NEO
	0
	0
	0
	0Craig
 Scherba, NEO
	0
	0
	0
	0Brent
 Nykoliation, NEO
	0
	0
	0
	0Peter
 D. Liabotis, NEO
	0
	0
	0
	0




42

---




Options Exercises and
 Stocks VestedOptions
 exercised and stocks vested as at June 30, 2012 are as follows:Name
	
	Option awards
	Stock awardsNumber of Shares Acquired
 on
 Exercise (#)
	Value Realized on
 Exercise
 ($)
	Number of Shares
 Acquired
 on Vesting (#)
	ValueRealized on Investing ($)J.A. Kirk McKinnon, NEO
 
	0
	0
	0
	0Richard E. Schler, NEO
 
	0
	0
	0
	0Craig
 Scherba, NEO
	
	0
	0
	0
	0Brent Nykoliation, NEO
 
	0
	0
	0
	0Peter D. Liabotis, NEO
 
	0
	0
	0
	0Grants of Plan-Based AwardsGrants
 of plan-based awards are as follows:Estimated future payouts
 under non-equity incentive
 plan
 awards
	Estimated future payouts
 under equity incentive
 plan
 awardsName
	Grant date
	Threshold
     ($)
	Target
     ($)
	Maximum
     ($)
	Threshold
     (#)
	Target
     (#)
	Maximum
     (#)
	All other stock awards: Number of shares of stock or
     units
     (#)
	All other option awards: Number of securities
     underlying options
     (#)
	Exercise or base price of option awards
     ($/Sh)
	Grant date fair value of stock and option awardsJ.A. Kirk
 McKinnon,
 NEO
	n/a
	0
	0
	0
	0
	0
	0
	0
	0
	0
	0Richard E. Schler,
 NEO
	n/a
	0
	0
	0
	0
	0
	0
	0
	0
	0
	0Craig Scherba,
 NEO
	n/a
	0
	0
	0
	0
	0
	0
	0
	0
	0
	0Brent Nykoliation, n/a
 NEO
 
	0
	0
	0
	0
	0
	0
	0
	0
	0
	0Peter D. Liabotis,
 NEO
	n/a
	0
	0
	0
	0
	0
	0
	0
	0
	0
	0Reference  Grant Date -
 n/a = not applicable.Non Qualified Deferred
 CompensationAs
 at June 30, 2012, the Company had no formalized deferred compensation plan.Name
	
	last
 FY ($)
	
	in
 last FY ($)
	in
 last FY ($)
	distributions
 ($)
	last
 FYE ($)J.A. Kirk McKinnon,
 
	0
	
	0
	
	
	0
	
	0
	
	0NEORichard E. Schler, NEO
 
	0
	
	0
	
	
	0
	
	0
	
	0Craig
 Scherba, NEO
	
	0
	
	0
	
	
	0
	
	0
	
	0Brent Nykoliation, NEO
 
	0
	
	0
	
	
	0
	
	0
	
	0Peter D. Liabotis, NEO
 
	0
	
	0
	
	
	0
	
	0
	
	0




43

---




Golden Parachute Compensation

As at June 30, 2012, the Company
had no arrangements in place relating to the termination of employees.

Cash
	Equity
	Pension/NQDC
	Perquisites/benefits
	Tax reimbursement
	Other
	TotalName
	($)
	($)
	($)
	($)
	($)
	($)
	($)J.A.
 Kirk McKinnon, NEO
	0
	0
	0
	0
	0
	0
	0Richard
 E. Schler, NEO
	0
	0
	0
	0
	0
	0
	0Craig
 Scherba, NEO
	0
	0
	0
	0
	0
	0
	0Brent
 Nykoliation, NEO
	0
	0
	0
	0
	0
	0
	0Peter
 D. Liabotis, NEO
	0
	0
	0
	0
	0
	0
	0




Long-Term Incentive
Plan Awards Table

There are no Long-Term Incentive
Plans in place at this time.

Aggregated Option Exercises
and Fiscal Year-End Option Values

On March 9, 2006, the Company
filed a Form S-8 registration statement in connection with its newly adopted Stock Option Plan (the Plan) allowing
for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares. On December 18,
2006, February 16, 2007, July 11, 2007, September 29, 2009, May 3, 2011, March 1, 2012 and February 27, 2013, the Plan was amended
to increase the stock option pool by a total of 30,500,000 additional common shares. The following table summarizes the continuity
of the Companys stock options:

Number
 of Shares
	
	Weighted
 average exercise price ($)Outstanding,
 June 30, 2010
	13,620,000
	
	0.30Granted
	1,100,000
	
	0.25Cancelled
	(590,000)
	
	0.57Outstanding
 June 30, 2011
	14,130,000
	
	0.29Granted
	15,845,000
	
	0.27Exercised
	(510,000)
	
	0.15Expired
	(2,475,000)
	
	0.15Cancelled
	(3,300,000)
	
	0.31Outstanding,
 June 30, 2012
	23,690,000
	
	0.29




Additional information regarding
options outstanding as at June 30, 2012 is as follows:

Outstanding
	
	
	
	
	ExercisableExercise
 price
	Number
 of shares
	Weighted average
 remaining
 life (years)
	
	Weighted average
 exercise
 price
	Number of
 shares
	
	Weighted average
 exercise
 price$
	0.15
	2,395,000
	0.03
	$
	0.15
	2,395,000
	$
	0.15$
	0.35
	750,000
	1.18
	$
	0.35
	750,000
	$
	0.35$
	0.40
	5,350,000
	1.86
	$
	0.40
	5,350,000
	$
	0.40$
	0.30
	4,525,000
	4.01
	$
	0.30
	4,525,000
	$
	0.30$
	0.20
	1,850,000
	4.32
	$
	0.20
	1,850,000
	$
	0.20$
	0.21
	2,365,000
	4.42
	$
	0.21
	2,365,000
	$
	0.21$
	0.28
	6,275,000
	4.69
	$
	0.28
	6,275,000
	$
	0.28$
	0.23
	180,000
	4.90
	$
	0.23
	180,000
	$
	0.23Total/Average
	23,690,000
	3.31
	$
	0.29
	23,690,000
	$
	0.29




The following are changes in
the number of stock options outstanding subsequent to the Companys June 30, 2012 year end, and as of the date of this Proxy
Statement:

- During early July, 2012, 700,000 stock options which
were due to expire on July 11, 2012 were exercised. The
remaining 1,695,000 stock options expired.
- On July 13, 2012, 1,695,000 stock options were issued
at an exercise price of US$0.29 for a term of four years.

As a result of these transactions,
22,990,000 stock options were outstanding as of the date of this Proxy Statement.

44

---




45

---




Compensation of Directors

Directors who provide services
to the Company in other capacities has been previously reported under Summary Compensation. The following table summarizes
compensation paid to or earned by our directors who are not Named Executive Officers for their service as directors of our company
during the fiscal year ended June 30, 2012.

Name
	Fees
 Earned or
 Paid in
 Cash
 ($)
	Stock
 Awards
 ($)
	Option
 Awards (1)
 ($)
	
	Non-Equity
     Incentive Plan
     Compensation
     ($)
	Change in Pension
     Value and
     Nonqualified
     Deferred
     Compensation
     Earnings
 ($)
	
	All other
 Compensation
 ($)
	
	Total(1)
     ($)John
 Sanderson, Director
	0
	0
	74,898
	(1)
	0
	0
	
	0
	
	74,898
	(1)Quentin
 Yarie, Director
	0
	0
	187,535
	(1)
	0
	0
	
	0
	
	187,535
	(1)V.
 Peter Harder, Director
	0
	0
	101,485
	(1)
	0
	0
	
	0
	
	101,485
	(1)Johann
 de Bruin, Director
	0
	0
	48,240
	(1)
	0
	0
	
	0
	
	48,240
	(1)Albert
 A. Thiess, Jr, Director
	0
	0
	35,982
	(1)
	0
	0
	
	0
	
	35,982
	(1)




|(1) | The values in the Option
 Awards and included within the Total columns above do not represent a cash payment of any kind. Rather these
 values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted
 options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly,
 on the Companys future stock price and whether the granted options become in-the-money. If these granted options
 are unexercised and expire, the cash value or benefit to the above noted individuals is $nil.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pension BenefitsAs
 of June 30, 2012, the Company had no pension or retirement plans.Name
	Plan
 name
	Number of years
 credited
 service (#)
	Present value of
 accumulated
 benefit ($)
	Payments during last
 fiscal
 year ($)J.A.
 Kirk McKinnon, NEO
	not
 applicable
	0
	0
	0Richard
 E. Schler, NEO
	not
 applicable
	0
	0
	0Craig
 Scherba, NEO
	not
 applicable
	0
	0
	0Brent
 Nykoliation, NEO
	not
 applicable
	0
	0
	0Peter
 D. Liabotis, NEO
	not
 applicable
	0
	0
	0




Equity Compensation
Plan Information

The following table sets forth
information as of June 30, 2012 for all compensation plans not previously directly approved by the Company's security holders
but issued pursuant to the shareholder approved Amended and Restated Stock Option Plan. Options reported below were issued under
the Company's Plan.

Option
 Awards as of June 30, 2012Name
	No. of Shares of Common
     Stock Underlying
     Unexercised
     
     Common Stock Purchase
     Options
 Exercisable (#)
	Date
 of Grant
	Additional
 Consideration to be
 Received Upon
 Exercise or Material
 
 Conditions required
 to
 Exercise
	Option
     
     Exercise
     Price
 ($)
	Value
     Realized if
     
     Exercised
     ($)
 *
	Option
 Expiration
 DateJ.A. Kirk
	975,000
	July 11, 2007
	None.
	0.15
	Expired
	July 11, 2012McKinnon,
	225,000
	September 2, 2009
	None.
	0.352
	0
	Sept 2, 2013NEO
	1,150,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014675,000
	July 1, 2011
	None.
	0.30
	20,250
	July 1, 2016575,000
	October 24, 2011
	None.
	0.20
	74,750
	Oct 24, 2016650,000
	December 1, 2011
	None.
	0.21
	78,000
	Dec 1, 20161,420,000
	March
 7, 2012
	None.
	0.28
	71,000
	March
 7, 2017875,000
	July 11, 2007
	None.
	0.15
	Expired
	July 11, 2012Richard E.
	200,000
	September 2, 2009
	None.
	0.352
	0
	Sept 2, 2013Schler, NEO
	1,100,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014600,000
	July 1, 2011
	None.
	0.30
	18,000
	July 1, 2016225,000
	October 24, 2011
	None.
	0.20
	29,250
	Oct 24, 2016200,000
	December 1, 2011
	None.
	0.21
	24,000
	Dec 1, 20161,340,000
	March
 7, 2012
	None.
	0.28
	67,000
	March
 7, 2017




46

---




Craig Scherba,
	250,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014NEO
	350,000
	July 1, 2011
	None.
	0.30
	10,500
	July 1, 2016200,000
	October 24, 2011
	None.
	0.20
	26,000
	Oct 24, 2016200,000
	December 1, 2011
	None.
	0.21
	24,000
	Dec 1, 2016400,000
	March
 7, 2012
	None.
	0.28
	20,000
	March
 7, 2017Brent
	75,000
	September 2, 2009
	None.
	0.352
	0
	Sept 2, 2013Nykoliation,
	400,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014NEO
	450,000
	July 1, 2011
	None.
	0.30
	13,500
	July 1, 2016200,000
	October 24, 2011
	None.
	0.20
	26,000
	Oct 24, 2016200,000
	December 1, 2011
	None.
	0.21
	24,000
	Dec 1, 2016350,000
	March
 7, 2012
	None.
	0.28
	17,500
	March
 7, 2017Peter D.
	250,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014Liabotis, NEO
	350,000
	July 1, 2011
	None.
	0.30
	10,500
	July 1, 2016200,000
	October 24, 2011
	None.
	0.20
	26,000
	Oct 24, 2016200,000
	December 1, 2011
	None.
	0.21
	24,000
	Dec 1, 2016350,000
	March
 7, 2012
	None.
	0.28
	17,500
	March
 7, 201750,000
	September 2, 2009
	None.
	0.352
	0
	Sept 2, 2013Quentin Yarie,
	250,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014Director
	300,000
	July 1, 2011
	None.
	0.30
	9,000
	July 1, 201650,000
	October 24, 2011
	None.
	0.20
	6,500
	Oct 24, 2016150,000
	December 1, 2011
	None.
	0.21
	18,000
	Dec 1, 2016300,000
	March
 7, 2012
	None.
	0.28
	15,000
	March
 7, 2017V. Peter
	250,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014Harder,
	225,000
	July 1, 2011
	None.
	0.30
	6,750
	July 1, 2016Director
	25,000
	October 24, 2011
	None.
	0.20
	3,250
	Oct 24, 201675,000
	December 1, 2011
	None.
	0.21
	9,000
	Dec 1, 2016100,000
	March
 7, 2012
	None.
	0.28
	5,000
	March
 7, 2017John
	50,000
	September 2, 2009
	None.
	0.352
	0
	Sept 2, 2013Sanderson,
	200,000
	May 11, 2010
	None.
	0.395
	0
	May 11, 2014Director
	125,000
	July 1, 2011
	None.
	0.30
	3,750
	July 1, 201650,000
	October 24, 2011
	None.
	0.20
	6,500
	Oct 24, 201650,000
	December 1, 2011
	None.
	0.21
	6,000
	Dec 1, 2016100,000
	March
 7, 2012
	None.
	0.28
	5,000
	March
 7, 2017Johann de
	200,000
	March 7, 2012
	None
	0.28
	10,000
	March 7, 2017Bruin,
 DirectorAlbert A.
	180,000
	May 23, 2012
	None
	0.23
	18,000
	May 23, 2017Thiess, Jr.,Director




*Based on a closing price of
US$0.33 on December 31, 2012 and presuming all options are exercised.

Option
 Awards as of June 30, 2012Name
	No. of Shares of
 Common stock
 Underlying
 Unexercised
 Common Stock
 Purchase Options
 Exercisable
 (#)
	Date
 of Grant
	Additional
 Consideration to be
 Received Upon
 Exercise or Material
 Conditions required
 to
 Exercise
	Option
 Exercise
 Price
 ($)
	Option Expiration
 DateNamed Executive Officers which
	1,850,000
	July 11, 2007
	None.
	0.15
	July 11, 2012includes all current executive
	500,000
	September 2, 2009
	None.
	0.352
	Sept 2, 2013officers, as a group on June 30,
	3,150,000
	May 11, 2010
	None.
	0.395
	May 11, 20142012 (5 persons) - J.A. Kirk
	2,425,000
	July 1, 2011
	None.
	0.30
	July 1, 2016McKinnon; Richard E. Schler;
	1,400,000
	October 24, 2011
	None.
	0.20
	Oct 24, 2016Craig Scherba; Brent Nykoliation;
	1,450,000
	December 1, 2011
	None.
	0.21
	Dec 1, 2016Peter D. Liabotis
	3,860,000
	March 7, 2012
	None.
	0.28
	March
 7,2017




47

---




Total
 NEOs on June 30, 2012, as a group (5 persons)
	14,635,000
(less 1,850,000 options that expired unexercised on July 11, 2012)All current Directors who are not
	100,000
	September 2, 2009
	None.
	0.352
	
	Sept 2, 2013NEOs or executive officers as a
	700,000
	May 11, 2010
	None.
	0.395
	
	May 11, 2014group on June 30, 2012 (5 persons)
	650,000
	July 1, 2011
	None.
	0.30
	
	July 1, 2016- Quentin Yarie; V. Peter Harder;
	125,000
	October 24, 2011
	None.
	0.20
	
	Oct 24, 2016John Sanderson; Johann de Bruin;
	275,000
	December 1, 2011
	None.
	0.21
	
	Dec 1, 2016Albert A. Thiess, Jr.
	700,000
	March 7, 2012
	None.
	0.28
	
	March 7, 2017180,000
	May
 23, 2012
	None.
	0.23
	
	May
 23, 2017Total all current Directors who are not NEOs or
	2,730,000executive officers as a group on June 30, 2012(5 persons)All nominees for Directors (8
	1,850,000
	July 11, 2007
	None.
	0.15
	
	July 11, 2012persons)
	525,000
	September 2, 2009
	None.
	0.352
	
	Sept 2, 20133,200,000
	May 11, 2010
	None.
	0.395
	
	May 11, 20142,275,000
	July 1, 2011
	None.
	0.30
	
	July 1, 20161,125,000
	October 24, 2011
	None.
	0.20
	
	Oct 24, 20161,325,000
	December 1, 2011
	None.
	0.21
	
	December 1, 20163,860,000
	March 7, 2012
	None.
	0.28
	
	March 7, 2017180,000
	May 23, 2012
	None.
	0,23May
 23, 2017Total
 All nominees for Directors (8 persons)
	14,340,000
(less 1,850,000 that expired unexercised on July 11, 2012)All employees (excluding all
	545,000
	July 11, 2007
	None.
	0.15
	
	July 11, 2012Named Executive Officers as they
	150,000
	September 2, 2009
	None.
	0.352
	
	Sept 2, 2013also serve as executive officers and
	1,500,000
	May 11, 2010
	None.
	0.395
	
	May 11, 2014Directors) as a group on June 30,
	1,450,000
	July 1, 2011
	None.
	0.30
	
	July 1, 20162012
	325,000
	October 24, 2011
	None.
	0.20
	
	Oct 24, 2016640,000
	December 1, 2011
	None.
	0.21
	
	Dec 1, 20161,715,000
	March
 7, 2012
	None.
	0.28
	
	March
 7, 2017Total employees (excluding
 all NEOs as they serve as
	6,325,000
(less 545,000 that expired unexercised on July 11, 2012)executive
 officers) as a group on June 30, 2012Outstanding Options as of June 30,
	2,395,000
	July 11, 2007
	None.
	0.15
	
	July 11, 20122012 (all parties)
	750,000
	September 2, 2009
	None.
	0.352
	
	Sept 2, 20135,350,000
	May 11, 2010
	None.
	0.395
	
	May 11, 20144,525,000
	July 1, 2011
	None.
	0.30
	
	July 1, 20161,850,000
	October 24, 2011
	None.
	0.20
	
	Oct 24, 20162,365,000
	December 1, 2011
	None.
	0.21
	
	Dec 1, 20166,275,000
	March 7, 2012
	None.
	0.28
	
	March 7, 2017180,000
	May
 23, 2012
	None.
	0,23
	
	May
 23, 2017Total
 Options as of June 30, 2012 (all parties)
	23,690,000
(less 2,395,000 that expired unexercised on July 11, 2012)




In addition, please note the
following:

- On April 21, 2009, the Company re-priced the 7,630,000
then outstanding stock options by amending the exercise
price ranging between $0.55 to $0.85 per share to $0.15 per share. These stock options were re- priced
during the economic downturn in 2008/2009 in order to incentivize the holders of these stock options
to continue to drive the Company towards its goals and objectives. No additional consideration was received
by the Company. The options subsequently expired. Apart from the April 21, 2009 re-pricing to incentivize
management, no consideration has been or will be received by the Company for the granting or extension,
if any, of the options, warrants or rights.
- There are no associates of any such directors, executive
officers, or nominees to that have or are to receive options
or any other person who received or is to receive 5 percent of such options, warrants or rights
- All of the stock options in the above noted table are
convertible into common stock.
- The exercise price of all of the stock options noted
above was based on the closing price the date before the granting
of the stock option. There are no cashless or and other provisions aside from the right for the holder
of the stock option to exercise.
- Messrs McKinnon, Schler, Scherba, Nykoliation and Liabotis
provide services to the Company on an ongoing
basis.

Messrs Yarie, Harder, Sanderson,
de Bruin and Thiess provide director servicers to the Company on an ongoing basis.

48

---




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

Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth
certain information regarding beneficial ownership of our common shares as of January 1, 2013, by: (i) each person who is known
by the Company to own beneficially more than 5% of our common shares; (ii) each director of the Company; (iii) each of the Named
Executive Officers; and (iv) all directors and executive officers of the Company as a group.

The number and percentage of
shares beneficially owned is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The Company believes that each individual or entity named has sole investment
and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where
applicable, except where otherwise noted. The Number of Common Shares Beneficially Owned in calculated based on total
shares held plus warrants held (plus stock options entitled to exercise). The aggregate of these items, which totals 233,107,613,
will be used as the denominator for the percentage calculation below.

Name
 and Address of Beneficial Owner
	Number of Common Shares
     Beneficially
 Owned
	Percentage of Outstanding Common
 Shares
     Beneficially
 Owned(1)Consolidated Thompson Iron Mines Limited1155 University Street, Suite 508Montréal,
 Québec, Canada
	13,333,334
	5.72Dundee Corporation1 Adelaide Street East, Suite 2800Toronto,
 Ontario, Canada
	11,896,450
	5.10J.A. Kirk McKinnon, Chairman, CEO &
 Director46 Ferndale CrescentBrampton,
 Ontario, Canada (2)(13)
	10,457,000
	4.49%Richard E. Schler, Executive Vice President
 & Director80 Greybeaver TrailToronto,
 Ontario, Canada (3)(13)
	9,100,000
	3.90%John Sanderson, Director1721  27thStreetWest
 Vancouver, BC, Canada (4)(10) (13)
	825,000
	0.35%Quentin Yarie, Director196 McAllister RoadNorth
 York, Ontario (5)(10) (13)
	1,425,000
	0.61%V. Peter Harder, Director5538 Pattapiece CrescentManotick,
 Ontario, Canada (6)(10) (13)
	1,000,000
	0.44%Craig Scherba, President & Director1480 Willowdown Road,Oakville,
 Ontario, Canada (7)(13)
	1,400,000
	0.43%Johann de Bruin, Director1283 Dunwoodie AvePretoria,
 South Africa (8)(13)
	200,000
	0.09%Albert A. Thiess, Jr., Director8 Lawsons Pond CourtBluffton,
 SC, USA (9)(13)
	280,000
	0.12%Peter D. Liabotis, SVP and CFO2261 Rockingham Drive,Oakville,
 Ontario, Canada (11)(13)
	1,481,000
	0.64%Brent Nykoliation, SVP161 Fallingbrook RoadToronto,
 Ontario, Canada (12)(13)
	2,350,000
	1.01%All directors and executive officers
 as a group(10
 persons)(12)
	28,518,000
	12.08%




Sources  www.sedi.ca,
U.S. regulatory filings and the Companys registered shareholder list.

(1)Denominator
used for calculation is 233,107,613. Based on total issued and outstanding common shares of 163,254,320 plus warrants outstanding
of 46,863,293 plus common stock purchase common stock purchase options outstanding of 22,990,000 as of January 1, 2013.

(2)Totals include
items held by BadgerResources Inc., a related
company and certain family members. Includes 1,000,000 warrants and 4,087,000 common shares. The warrants are exercisable until
April 26, 2013 at a price of $0.15 per share. Also includes 5,370,000

49

---




common stock purchase common stock purchase
options exercisable between $0.15 to $0.40 per share with expiry dates between July 11, 2012 to March 7, 2017.

(3)Totals include items held
by Sarmat Resources Inc., a related company, plus certain family members. Includes 900,000 warrants and 3,860,000
common shares. The warrants are exercisable until April 26, 2013 at a price of $0.15 per share. Also includes 4,340,000 common
stock purchase common stock purchase options exercisable between $0.15 to $0.40 per share with expiry dates between July
11, 2012 to March 7, 2017.

(4)Includes 250,000 common
shares and 575,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share with
expiry dates between September 2, 2013 to March 7, 2017.

(5)Includes 325,000 common
shares and 1,100,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share
with expiry dates between September 2, 2013 to March 7, 2017.

(6)Includes 325,000 common
shares and 675,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.40 per share with
expiry dates between May 11, 2014 and March 7, 2017.

(7)Appointed President and
Chief Operating Officer on September 19, 2012. Includes 1,400,000 common stock purchase common stock purchase options exercisable
between $0.20 to $0.40 per share with expiry dates between May 11, 2014 to March 7, 2017.

(8)Includes 200,000 common
stock purchase common stock purchase options exercisable at $0.28 per share with an expiry date of March 7, 2017.

(9)Includes 100,000 common
shares and 180,000 common stock purchase common stock purchase options exercisable at $0.23 per share with an expiry date
of May 23, 2017.

(10)Members of the Audit
Committee.

(11)Appointed as Senior Vice
President and Chief Financial Officer on September 19, 2012. Includes 131,000 common shares and 1,350,000 common stock purchase
common stock purchase options exercisable between $0.20 to $0.35 per share with expiry dates between May 11, 2014 to March
7, 2017.

(12)Includes 675,000 common
shares and 1,675,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share
with expiry dates between September 2, 2013 to March 7, 2017.

(13)Parties whose shareholdings
are a part of the total of All directors and executive officers as a group (10 persons).

Changes in Control

We are not aware of any arrangements
that may result in a change in control of the Company.

Description of Capital
Structure

General

Our authorized capital stock
consists of 350,000,000 shares of common stock, par value $ 0.001.

Common Stock

The shares of our common stock
presently outstanding, and any shares of our common stock issues upon exercise of common stock purchase options and/or warrants,
will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters
voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate,
dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if
any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock
that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking
fund, or conversion provisions. Holders of common stock are entitled to receive dividends, if and when declared by the Board of
Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock
that may then be outstanding.

Voting Rights

Each holder of Common Stock
is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

Dividends

Subject to preferences that
may be applicable to any then-outstanding securities with greater rights, if any, and any other restrictions, holders of Common
Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Companys board
of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past and
does not presently contemplate that there will be any future payment of any dividends on Common Stock.

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

Except as noted under the section
entitled Executive Compensation and below, none of the following parties, since July 1, 2010, had any material interest,
direct or indirect, in any transaction with us or in any presently proposed transaction with us that has or will materially affect
us: (1) any of our directors or officers; (2) any

50

---




person proposed as a nominee
for election as a director; (3) any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the
voting rights attached to our outstanding shares of common stock; (4) any of our promoters; and (5) any relative or spouse of
any of the foregoing persons who has the same house as such person.

Parties are considered to be
related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over
the other party in making operating and financial decisions. Parties are also considered to be related if they are subject to
common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party
transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.

The following directors were
independent under the independence standards of both the Toronto Stock Exchange and the NYSE Amex during the past fiscal year:
Quentin Yarie, Peter Harder and John Sanderson.

Given the size of the Company,
the only formal committee in place is an audit committee. The following independent directors serve on the audit committee: John
Sanderson, Peter Harder and Quentin Yarie.

The following are the related
party transactions of our Company for the year ended June 30, 2012:

|a) | The Company incurred a total of $74,550
 (June 30, 2011: $59,410) in office administration and rent expense from a company related by common management, Red Pine
 Exploration Inc.(see Item 10 for management involved in Red Pine Exploration Inc.)                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | 9,600,000 (June 30, 2011: 1,100,000) stock
 options were issued to related parties during the period with exercise prices between $0.20 and $0.30. These stock options
 valued at $2,181,213 (June 30, 2011: $237,710) were issued to directors and officers of the Company. The following stock
 options were received during the year by each related party:

Date of Grant
	
	01-Jul-11
	
	24-Oct-11
	
	01-Dec-11
	
	07-Mar-12
	
	23-May-12Expiry Date
	
	01-Jul-16
	
	24-Oct-16
	
	01-Dec-16
	
	07-Mar-17
	
	23-May-17Exercise
 Price
	$
	0.300
	$
	0.200
	$
	0.210
	$
	0.280
	$
	0.230
	TOTALKirk McKinnon
	
	675,000
	
	575,000
	
	650,000
	
	1,420,000
	
	-
	3,320,000Richard Schler
	
	600,000
	
	225,000
	
	200,000
	
	1,340,000
	
	-
	2,365,000Craig Scherba
	
	350,000
	
	200,000
	
	200,000
	
	400,000
	
	-
	1,150,000Jake McKinnon
	
	100,000
	
	135,000
	
	300,000
	
	300,000
	
	-
	835,000Quentin Yarie
	
	300,000
	
	50,000
	
	150,000
	
	300,000
	
	-
	800,000Peter Harder
	
	225,000
	
	25,000
	
	75,000
	
	100,000
	
	-
	425,000John Sanderson
	
	125,000
	
	50,000
	
	50,000
	
	100,000
	
	-
	325,000Johann de Bruin
	
	-
	
	-
	
	-
	
	200,000
	
	-
	200,000Albert Thiess
	
	-
	
	-
	
	-
	
	-
	
	180,000
	180,000TOTAL
	
	2,375,000
	
	1,260,000
	
	1,625,000
	
	4,160,000
	
	180,000
	9,600,000




The following two officers
became related parties after year end. The stock options received for the year ended June 30, 2012 by each is noted below. These
stock options were valued at $522,320 using the Black-Scholes model for valuing options.

Date of Grant
	
	01-Jul-11
	
	24-Oct-11
	
	01-Dec-11
	
	07-Mar-12Expiry Date
	
	01-Jul-16
	
	24-Oct-16
	
	01-Dec-16
	
	07-Mar-17Exercise
 Price
	$
	0.300
	$
	0.200
	$
	0.210
	$
	0.280
	TOTALBrent Nykoliation
	
	450,000
	
	200,000
	
	200,000
	
	350,000
	1,200,000Peter Liabotis
	
	350,000
	
	200,000
	
	200,000
	
	350,000
	1,100,000TOTAL
	
	800,000
	
	400,000
	
	400,000
	
	700,000
	2,300,000




|c) | The Company incurred $717,886 (June
 30, 2011: $821,338) in administrative, management and consulting fees to directors and officers. Kirk McKinnon received $248,207,
 Richard Schler received $201,407, Jacob McKinnon received $92,078, Craig Scherba received $105,214 and Julie Lee
 Harrs, the former president of our Company, received $70,980. In addition, Peter Liabotis received $168,764 and Brent
 Nykoliaton received $162,085.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|d) | The Company incurred $1,137,725
 (June 30, 2011: $Nil) in charges from a mining and engineering firm, DRA, in which one of the Company's directors, Johann
 de Bruin, Pr. Eng,serves as a senior officer and a director for.                                                                                                                                                                                                                  

51

---




The following are the related
party balances for the year ended June 30, 2012:

|a) | Related party balances of $Nil (June
 30, 2011: $168,000) were included in accounts payable and accrued liabilities and $34,319 (June 30, 2011: $37,000)
 in prepaid expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | The Company has recorded a short term loan
 to a related party company, Red Pine Exploration Inc, a company related by common management,(see Item 10 for management involved
 in Red Pine Exploration Inc.), listed on the TSX-V totaling $258,416 (June 30, 2011: $Nil). This loan is interest bearing
 at a rate of 3% and is expected to be paid back in full within the next 12 months. $300,000 was originally loaned during
 January 2012 and represents the highest outstanding balance. $45,000 has been paid back on the loan since inception up to
 June 30, 2012, all of it principal. As of October 31, 2012 $220,716 remains outstanding on the balance. $85,000 has been
 paid since the loans inception, all of it principal. Accrued interest due totals $5,716 as at October 31, 2012.

WHERE YOU CAN FIND
MORE INFORMATION

We file annual, quarterly and
current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet
at the SECs website at http://www.sec.gov. The public may also read and copy any document we file with the SEC at
its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10:00 am
to 3:00 pm. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We maintain a website at http://www.energizerresources.com,
(which website is expressly not incorporated by reference into this filing). Information contained on our website is not part
of this report on Form 10-K/A.

DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Minnesota corporation law provides
that:

- a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful;
- a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper; and
- to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

Our articles of incorporation
require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest
extent provided or allowed by law.

52

---




Our bylaws provide that we
will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company,
partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.
This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should
it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that
no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a
manner that such person did not believe to be in or not opposed to our best interests.

Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission this indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 14. - PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Year ended June 30, 2012 and June 30, 2011

Audit Fees:The
aggregate fees, including expenses, billed by the Companys principal accountant in connection with the audit of our financial
statements for the most recent fiscal year and for the review of our financial information included in our Annual Report on Form
10-K; and our quarterly reports on Form 10-Q during the fiscal year ending June 30, 2012 was $83,500 CAD (June 30, 2011: $50,925
CAD).

Audit Related Fees:The aggregate fees, including expenses, billed
by the Companys principal accountant for services reasonably related to the audit for the year ended June 30, 2012 were
$16,500 CAD (June 30, 2011: $23,690 CAD).

All Other Fees:The
aggregate fees, including expenses, billed for all other services rendered to the Company by its principal accountant during year
ended June 30, 2012 was $Nil CAD (June 30, 2011: $Nil CAD).

Auditor Independence

Our Board of Directors considers
that the work done for us in the year ended June 30, 2012 by MSCM LLP Chartered Accountants is compatible with maintaining MSCM
LLP, Chartered Accountants.

Auditors Time
on Task

All of the work expended by
MSCM LLP, Chartered Accountants on our June 30, 2012 audit was attributed to work performed by MSCM LLP, Chartered Accountants
full-time, permanent employees.

53

---




ITEM 15.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number & Description

|3.1  | Articles of Incorporation of Uranium Star
 Corp. (now known as Energizer Resources Inc.) (Incorporated by reference to Exhibit 3.1 to the registrants current report
 on Form 8-K as filed with the SEC on May 20, 2008)                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  | Articles of Amendment to Articles of Incorporation
 of Uranium Star Corp. changing its name to Energizer Resources Inc. (Incorporated by reference to Exhibit 3.1 to the registrants
 current report on Form 8-K filed with the SEC on July 16, 2010)                             
|3.3  | Amended and Restated By-Laws of Energizer
 Resources Inc. (Incorporated by reference to Exhibit 3.2 to the registrants current report on Form 8-K as filed with the
 SEC on July 16, 2010)                                                                                        
|4.1  | Amended and Restated 2006 Stock Option
 Plan of Energizer Resources, Inc. (as of February 2009) (Incorporated by reference to Exhibit 4.1 to the registrant's Form S-8
 registration statement as filed with the SEC on February 19, 2010)                                         
|4.2  | Form of broker Subscription Agreement for
 Units (Canadian and Offshore Subscribers) (Incorporated by reference to Exhibit 4.1 to the registrants current report on
 Form 8-K as filed with the SEC on March 19, 2010)                                                            
|4.3  | Form of standard Subscription Agreement
 for Units (Canadian and Offshore Subscribers) (Incorporated by reference to Exhibit 4.2 to the registrants current report
 on Form 8-K as filed with the SEC on March 19, 2010)                                                          
|4.4  | Form of Warrant to Purchase common shares
 (Incorporated by reference to Exhibit 4.3 to the registrants current report on Form 8-K as filed with the SEC on March
 19, 2010)                                                                                                      
|4.5  | Form of Class A broker warrant to Purchase
 common shares (Incorporated by reference to Exhibit 4.4 to the registrants current report on Form 8-K as filed with the
 SEC on March 19, 2010)                                                                                       
|4.6  | Form of Class B broker warrant to Purchase
 common shares (Incorporated by reference to Exhibit 4.5 to the registrants current report on Form 8-K as filed with the
 SEC on March 19, 2010)                                                                                       
|4.7  | Agency Agreement, dated March 15, 2010,
 between Energizer Resources, Clarus Securities Inc. and Byron Securities Limited (Incorporated by reference to Exhibit 4.6 to
 the registrants current report on Form 8-K filed with the SEC on March 19, 2010)                          
|4.8  | Form of Warrant relating to private placement
 completed during November 2012.                                                                                                                                                                                                     
|4.9  | Agency Agreement relating to private placement
 completed during November 2012.                                                                                                                                                                                                    
|10.1 | Property Agreement effective May 14, 2004
 between Thornton J. Donaldson and Thornton J. Donaldson, Trustee for Yukon Resources Corp. (Incorporated by reference to Exhibit
 10.1 to the registrant's Form SB-2 registration statement as filed with the SEC on September 14, 2004)
|10.2 | Letter of Intent dated March 10, 2006 with
 Apofas Ltd. (Incorporated by reference to Exhibit 99.1 to the registrant's current report on Form 8-K as filed with the SEC on
 March 13, 2006)                                                                                        
|10.3 | Letter agreement effective May 12, 2006
 between Yukon Resources Corp. and Virginia Mines Inc. (Incorporated by reference to Exhibit 99.1 to the registrant's current
 report on Form 8-K filed as with the SEC on May 9, 2006)                                                    
|10.4 | Joint
 Venture Agreement dated August 22, 2007 between Uranium Star Corp. & Madagascar Minerals and Resources Sarl (Incorporated
 by reference to Exhibit 10.1 to the registrant's current report on Form 8-K as filed with SEC on September 11, 2007)                             
|10.5 | Share
 Purchase Agreement between Madagascar Minerals and Resources sarl and THB Venture Limited (a subsidiary of Energizer Resources
 Inc.) dated July 9, 2009 (filed herein)                                                                                                     
|10.6 | Joint Venture Agreement between Malagasy Minerals Limited and Energizer Resources Inc. dated December 14, 2011 (filed herein)                                                                                                                                                      
|21   | Subsidiaries of the Registrant (Incorporated
 by reference to Exhibit 21.1 to the registrants annual report on Form 10-K as filed on September 21, 2009)                                                                                                                          
|31.1 | Certification of Chief Executive Officer
 Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)                                                                                                                                                                        
|31.2 | Certification of Principal Financial &
 Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)                                                                                                                                                       
|32.1 | Certification of Chief Executive Officer
 Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)                                                                                                                                                                        
|32.2 | Certification of Chief Accounting Officer
 Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)                                                                                                                                                                       
|99.1 | Canadian National Instrument 43-101 Technical
 Report Update for Green Giant Property, Fotadrevo, Province of Toliara, Madagascar
     (Incorporated by reference to Exhibit 99.1
 to the registrant's report on Form 8-K filed with SEC on July 9, 2010)                          

54

---




SIGNATURES

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

ENERGIZER
 RESOURCES INC.Dated:
 March 22, 2013By:
	/s/ J A Kirk McKinnon Name:
                         J A Kirk McKinnon
Title: President, Chief Executive Officer and DirectorDated: March 22, 2013By:
	/s/ Peter D. Liabotis Name:
                         Peter D. Liabotis, CA
Title: Chief Financial Officer (Principal Accounting
Officer)




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

Signatures
	Title
	Date/S/
 J A Kirk McKinnon
	Chairman, Chief Executive Officer, Director
	March 19, 2013J A Kirk McKinnon/S/
 Richard E. Schler
	Executive Vice-President, Director
	March 19, 2013Richard Schler/S/
 Craig Scherba
	President, Director
	March 19, 2013Craig Scherba/S/
 John Sanderson
	Vice-Chairman, Director
	March 19, 2013John Sanderson/S/
 Quentin Yarie
	Director
	March 19, 2013Quentin Yarie/S/
 V. Peter Harder
	Director
	March 19, 2013V. Peter Harder/S/
 Johann de Bruin
	Director
	March 19, 2013Johann de Bruin/S/
 Albert A. Thiess, Jr.
	Director
	March 19, 2013Albert A. Thiess, Jr./S/
 Peter D. Liabotis
	Chief Financial Officer (Principal Accounting
 Officer)
	March 19, 2013Peter D. Liabotis




55

---




ENERGIZER RESOURCES
INC.

(An Exploration Stage
Company)

Consolidated Financial
Statements

For the years ended
June 30, 2012 and 2011

(Expressed in US
Dollars)

56

---




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
andStockholders of Energizer Resources Inc.

We have audited the accompanying
consolidated balance sheets of Energizer Resources Inc. as of June 30, 2012 and 2011, and the related consolidated statements
of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended and accumulated for the period
from March 1, 2004 (Date of Inception) to June 30, 2012. Energizer Resources Inc.s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our 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 also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Energizer Resources Inc. as of
June 30, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended and accumulated
for the period from March 1, 2004 (Date of Inception) to June 30, 2012 in conformity with accounting principles generally accepted
in the United States of America.

Signed:MSCM
LLP

Chartered AccountantsLicensed Public Accountants

Toronto, OntarioSeptember 17, 2012

57

---




Energizer
 Resources Inc.
     (An
 Exploration Stage Company)
     Consolidated
 Balance Sheets
   (Expressed in US Dollars)June
 30, 2012
	
	
	June
 30, 2011AssetsCurrent Assets:Cash and
 cash equivalents
	$
	3,479,484
	
	$
	4,536,275Dual currency
 deposits (note 5)
	
	-
	
	
	8,031,076Amounts receivable
 and prepaid expenses (note 6)
	
	437,876
	
	
	135,392Loan to related
 party (note 6)
	
	258,416
	
	
	-Marketable
 securities (note 7)
	
	20,542
	
	
	40,403Tax
 credits recoverable
	
	-
	
	
	12,073Total current assets
	
	4,196,318
	
	
	12,755,219Equipment
 (note 4)
	
	50,624
	
	
	6,667Total
 assets
	$
	4,246,942
	
	$
	12,761,886Liabilities
 and Stockholders' EquityLiabilitiesCurrent Liabilities:Accounts
 payable and accrued liabilities (note 6)
	$
	1,646,686
	
	$
	689,857Derivative
 liability
	
	-
	
	
	12,619Total
 liabilities
	
	1,646,686
	
	
	702,476Stockholders'
 EquityCommon stock,
 350,000,000 shares authorized, $0.001 par value,156,747,178
 issued and outstanding (June 30, 2011 -146,197,178)
 (note 9)
	
	156,747
	
	
	146,197Additional
 paid-in capital
	
	69,724,488
	
	
	63,998,735Donated capital
	
	20,750
	
	
	20,750Accumulated
 comprehensive loss
	
	(52,336
	)
	
	(32,432
	)Accumulated
 deficit during exploration stage
	(67,249,393
	)
	
	(52,073,840
	)Total
 stockholders' equity
	
	2,600,256
	
	
	12,059,410Total
 liabilities and stockholders' equity
	$
	4,246,942
	
	$
	12,761,886The
 accompanying notes are an integral part of these consolidated financial statements.Subsequent
 Events (Note 14)




58

---




Energizer
 Resources Inc.
     (An
 Exploration Stage Company)
     Consolidated
 Statements of Operations and Comprehensive Loss
   (Expressed
 in US Dollars)For the year ended June
 30,March 1, 2004
     (date of inception) to
     June
 30, 2012
	
	
	
	2012
	
	
	
	2011Revenues
	
	$
	-
	
	
	$
	-
	
	
	$
	-Mineral exploration
 expense (notes 6 and 8)
	
	
	23,207,701
	
	
	
	4,539,745
	
	
	
	2,172,223Stock-based
 compensation (notes 6, 9 and 10)
	
	
	22,704,866
	
	
	
	3,667,303
	
	
	
	237,710Impairment
 loss on mineral properties (note 8)
	
	
	11,358,637
	
	
	
	3,770,129
	
	
	
	-General and
 administrative (note 6)
	
	
	6,526,453
	
	
	
	1,487,669
	
	
	
	1,543,064Professional
 and consulting fees (note 6)
	
	
	5,499,854
	
	
	
	1,801,659
	
	
	
	1,248,696Depreciation
 (note 4)
	
	
	65,033
	
	
	
	9,781
	
	
	
	8,889Donated services
 and expenses
	
	
	18,750
	
	
	
	-
	
	
	
	-Foreign
 currency translation (gain)/loss
	
	
	(907,495
	)
	
	
	64,200
	
	
	
	(226,268
	)Total
 expenses
	
	
	68,473,799
	
	
	
	15,340,486
	
	
	
	4,984,314Net
 loss from operations
	
	
	(68,473,799
	)
	
	
	(15,340,486
	)
	
	
	(4,984,314
	)Other
 IncomeInvestment
 income
	
	
	920,553
	
	
	
	164,933
	
	
	
	110,759Other
 income
	
	
	303,853
	
	
	
	-
	
	
	
	-Loss
 before income tax recovery
	
	
	(67,249,393
	)
	
	
	(15,175,553
	)
	
	
	(4,873,555
	)Net
 Loss
	
	
	(67,249,393
	)
	
	
	(15,175,553
	)
	
	
	(4,873,555
	)Unrealized
 (loss)/gain from investments inmarketable
 securities
	
	
	(58,180
	)
	
	
	(19,904
	)
	
	
	11,844Comprehensive
 loss
	
	$
 (67,307,573
	)
	
	$
 (15,195,457
	)
	
	$
 (4,861,711
	)Loss
 per share - basic and diluted (note 13)
	
	
	
	
	
	$
	(0.10
	)
	
	$
	(0.04
	)Weighted
 average shares outstanding - basic and diluted
	
	
	
	
	151,107,724
	
	
	
	126,983,413The
 accompanying notes are an integral part of these consolidated financial statements.




59

---




Energizer
 Resources Inc.
     (An
 Exploration Stage Company)
     Consolidated
 Statements of Cash Flows
   (Expressed
 in US Dollars)March
     1, 2004
     (date of inception) to
     June
     30, 2012
	
	
	
	Year Ended
     June
 30, 2012
	
	
	Year Ended
     June
 30, 2011Operating
 ActivitiesNet loss
	$
	(67,249,393
	)
	$
	
	(15,175,553
	)
	$
	(4,873,555
	)Adjustments
 to reconcile net loss to net cash used in operating activities:Depreciation
	
	
	65,033
	
	
	
	9,781
	
	
	8,889Donated
 services and expenses
	
	
	20,750
	
	
	
	-
	
	
	-Non-cash
 proceeds received
	
	
	(74,000
	)
	
	
	-
	
	
	(18,456
	)Dual currency
 deposits
	
	
	71,680
	
	
	
	90,136
	
	
	-Impairment
 loss on mineral properties
	
	
	11,358,637
	
	
	
	3,770,129
	
	
	-Stock-based
 compensation
	
	
	22,704,866
	
	
	
	3,667,303
	
	
	237,710Issuance
 of shares and warrants for services rendered
	
	
	168,100
	
	
	
	-
	
	
	168,100Change in
 operating assets and liabilities:Amounts
 receivable and prepaid expenses
	
	
	(437,876
	)
	
	
	(302,484
	)
	
	(66,396
	)Accounts
 payable and accrued liabilities
	
	
	1,647,512
	
	
	
	956,829
	
	
	276,736Tax credits
 recoverable
	
	
	(245,186
	)
	
	
	12,073
	
	
	(12,627
	)Non-cash
 portion of marketable securities
	
	
	337
	
	
	
	-
	
	
	-Net
 cash used in operating activities
	
	(31,969,540
	)
	
	
	(6,971,786
	)
	
	(4,279,599
	)Financing
 ActivitiesProceeds
 from issuance of common stock, net
	
	
	38,099,105
	
	
	
	635,000
	
	
	13,178,708Exercise
 of warrants and stock options
	
	
	970,500
	
	
	
	84,000
	
	
	886,500Government
 grants received
	
	
	245,186
	
	
	
	-
	
	
	245,186Net
 cash provided by financing activities
	
	
	39,314,791
	
	
	
	719,000
	
	
	14,310,394Investing
 ActivitiesMineral property
 acquisition costs
	
	(3,419,973
	)
	
	
	(2,420,129
	)
	
	-Purchase
 of property and equipment
	
	
	(115,656
	)
	
	
	(53,738
	)
	
	-Investment
 in dual currency deposits
	
	(32,938,800
	)
	
	
	(24,938,800
	)
	
	(8,000,000
	)Redemption
 of dual currency deposits
	
	
	32,867,078
	
	
	
	32,867,078
	
	
	-Loan
 to related party
	
	
	(258,416
	)
	
	
	(258,416
	)
	
	-Net
 cash (used in) provided by investing activities
	
	(3,865,767
	)
	
	
	5,195,995
	
	
	(8,000,000
	)Increase
 (decrease) in cash and cash equivalents
	
	
	3,479,484
	
	
	
	(1,056,791
	)
	
	2,030,795Cash
 and cash equivalents - beginning of period
	
	
	-
	
	
	
	4,536,275
	
	
	2,505,480Cash
 and cash equivalents - end of period
	
	$
	3,479,484
	
	
	$
	3,479,484
	
	$
	4,536,275Non-cash
 investing and financing activities:Issuance
 of common stock for mineral properties
	
	$
	5,190,500
	
	
	$
	1,350,000
	
	$
	-Issuance
 of common stock and warrants for services
	
	$
	5,811,125
	
	
	$
	-
	
	$
	90,000Supplemental
 Disclosures:Interest
 received
	
	$
	817,442
	
	
	$
	61,822
	
	$
	110,759Income taxes
 paid
	
	$
	-
	
	
	$
	-
	
	$
	-Taxes
 received
	
	$
	-
	
	
	$
	-
	
	$
	-The
 accompanying notes are an integral part of these consolidated financial statements.




60

---




Energizer Resources Inc.
     (An Exploration Stage Company)
     Consolidated Statement
 of Stockholders' Equity
     For the Period from March
 1, 2004 (Date of Inception) to June 30, 2012
   (Expressed
 in US Dollars)Shares
	Amount
	Additional
     Paid-In
     Capital
	Accumulated
     Comprehensive
     Income
     (loss)
	Common
     Stock
     Subscribed
	Donated
     Capital
	Deficit
     Accumulated
     Exploration
     During the
     Stage
	
	Total#
	$
	$
	$
	$
	$
	$
	
	$Balance - March 1, 2004 (Date of Incorporation)
	-
	-
	-
	-
	-
	-
	-
	
	-Issuance of common shares for cash-at $0.01/share
	7,500,000
	7,500
	17,500
	-
	-
	-
	-
	
	25,000Issuance
 of common shares for cash-at $0.05/share
	2,085,000
	2,085
	32,665
	-
	-
	-
	-
	
	34,750Issuance
 of common stock for mineral property
	7,500,000
	7,500
	(5,800)
	-
	-
	-
	-
	
	1,700Donated services
 and expenses
	-
	-
	-
	-
	-
	5,000
	-
	
	5,000Net
 loss for period
	-
	-
	-
	-
	-
	-
	(9,991
	)
	(9,991
	)Balance
 - June 30, 2004
	17,085,000
	17,085
	44,365
	-
	-
	5,000
	(9,991
	)
	56,459Donated services
 and expenses
	-
	-
	-
	
	-
	-
	9,000
	-
	
	9,000Net
 loss for the year
	-
	-
	-
	
	-
	-
	-
	(38,500
	)
	(38,500
	)Balance
 - June 30, 2005
	17,085,000
	17,085
	44,365
	
	-
	-
	14,000
	(48,491
	)
	26,959Issuance
 of common shares for cash-at $0.20/share
	2,265,000
	2,265
	448,235
	
	-
	-
	-
	-
	
	450,500Issuance
 of shares to exercise stock options
	255,000
	255
	114,495
	
	-
	-
	-
	-
	
	114,750Issuance
 of common shares for mineral properties:-at $0.101/share
	300,000
	300
	30,000
	
	-
	-
	-
	-
	
	30,300-at $0.85/share
	2,000,000
	2,000
	1,698,000
	
	-
	-
	-
	-
	
	1,700,000Issuance
 of common shares for services-at $0.60/share
	5,550,000
	5,550
	3,324,450
	
	-
	-
	-
	-
	
	3,330,000Common stock
 subscribed
	-
	-
	-
	
	-
	255,000
	-
	-
	
	255,000Fair value
 of warrants issued
	-
	-
	1,925,117
	
	-
	-
	-
	-
	
	1,925,117Stock-based
 compensation
	-
	-
	2,228,626
	
	-
	-
	-
	-
	
	2,228,626Donated services
 and expenses
	-
	-
	-
	
	-
	-
	6,750
	-
	
	6,750Net
 loss for the year
	-
	-
	-
	
	-
	-
	-
	(9,595,317
	)
	(9,595,317
	)Balance
 - June 30, 2006
	27,455,000
	27,455
	9,813,288
	
	-
	255,000
	20,750
	(9,643,808
	)
	472,685The accompanying notes
 are an integral part of these consolidated financial statements




61

---




Energizer
 Resources Inc.
     (An
 Exploration Stage Company)
     Consolidated
 Statement of Stockholders' Equity - continued
     For
 the Period from March 1, 2004 (Date of Inception) to June 30, 2012
   (Expressed
 in US Dollars)Shares
	Amount
	Additional
     Paid-In
     Capital
	
	Accumulated
     Comprehensive
     Income
     (loss)
	
	Common
     Stock
     Subscribed
	
	Donated
     Capital
	Deficit
     Accumulated
     Exploration
     During the
     Stage
	
	Total#
	$
	$
	
	$
	
	$
	
	$
	$
	
	$Continued
 from prior page:Issuance
 of common shares for mineral properties-at $0.82/share
	500,000
	500
	409,500
	
	-
	
	-
	
	-
	-
	
	410,000Cancellation
 of common stock subscribed
	-
	-
	-
	
	-
	
	(25,000
	)
	-
	-
	
	(25,000
	)Stock-based
 compensation
	-
	-
	5,193,315
	
	-
	
	-
	
	-
	-
	
	5,193,315Issuance
 of common shares for mineral properties-at $0.69/share
	150,000
	150
	103,350
	
	-
	
	-
	
	-
	-
	
	103,500Issuance
 of common shares for mineral properties-at $1.22/share
	1,000,000
	1,000
	1,219,000
	
	-
	
	-
	
	-
	-
	
	1,220,000Fair value
 of warrants issued
	-
	-
	2,941,961
	
	-
	
	-
	
	-
	-
	
	2,941,961Issuance
 of common shares for services-at $0.41/share
	1,450,000
	1,450
	596,675
	
	-
	
	-
	
	-
	-
	
	598,125Issuance
 of shares to exercise stock options
	343,119
	343
	507,157
	
	-
	
	-
	
	-
	-
	
	507,500Private placement
 common shares subscribed
	460,000
	460
	229,540
	
	-
	
	(230,000
	)
	-
	-
	
	-Issuance
 of common shares for cash-at $0.50/share
	34,600,000
	34,600
	17,265,400
	
	-
	
	-
	
	-
	-
	
	17,300,000Commission
	891,850
	891
	807,824
	
	-
	
	-
	
	-
	-
	
	808,715Cost of issue
	-
	-
	(3,843,798
	)
	-
	
	-
	
	-
	-
	
	(3,843,798
	)Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	
	-
	(14,390,122
	)
	(14,390,122
	)Balance
 - June 30, 2007
	66,849,969
	66,849
	35,243,212
	
	-
	
	-
	
	20,750
	(24,033,930
	)
	11,296,881Issuance of shares to exercise of warrants
	561,388
	561
	207,152
	
	-
	
	-
	
	-
	-
	
	207,713Issuance of common shares for mineral properties-at $0.30/share
	1,250,000
	1,250
	373,750
	
	-
	
	-
	
	-
	-
	
	375,000Fair value of warrants issued
	-
	-
	60,560
	
	-
	
	-
	
	-
	-
	
	60,560Issuance of common shares for services-at
 $0.20/share
	2,975,000
	2,975
	592,025
	
	-
	
	-
	
	-
	-
	
	595,000Stock-based compensation
	-
	-
	1,827,270
	
	-
	
	-
	
	-
	-
	
	1,827,270Accumulated comprehensive loss
	-
	-
	-
	
	(22,952)
	
	-
	
	-
	-
	
	(22,952
	)Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	
	-
	(9,202,295
	)
	(9,202,295
	)Balance
 - June 30, 2008
	71,636,357
	71,635
	38,303,969
	
	(22,952)
	
	-
	
	20,750
	(33,236,225
	)
	5,137,177The
 accompanying notes are an integral part of these consolidated financial statements.




62

---




Energizer Resources Inc.
     (An Exploration Stage Company)
     Consolidated Statement
 of Stockholders' Equity - continued
     For the Period from March
 1, 2004 (Date of Inception) to June 30, 2012
   (Expressed
 in US Dollars)Shares
	Amount
	Additional
     Paid-In
     Capital
	
	Accumulated
     Comprehensive
     Income
     (loss)
	
	Common
     Stock
     Subscribed
	Donated
     Capital
	Deficit
     Accumulated
     Exploration
     During the
     Stage
	
	Total#
	$
	$
	
	$
	
	$
	$
	$
	
	$Continued from prior page:Issuance of common shares for services-at
 $0.10/share
	2,500,000
	2,500
	247,500
	
	-
	
	-
	-
	-
	
	250,000Issuance of common shares for services-at
 $0.08/share
	1,600,000
	1,600
	126,400
	
	-
	
	-
	-
	-
	
	128,000Issuance of common shares for services-at
 $0.10/share
	6,800,000
	6,800
	673,200
	
	-
	
	-
	-
	-
	
	680,000Commission
	408,000
	408
	(408
	)
	-
	
	-
	-
	-
	
	-Stock-based
 compensation
	750,000
	750
	131,174
	
	-
	
	-
	-
	-
	
	131,924Incremental
 value of stock options on repricing
	-
	-
	128,328
	
	-
	
	-
	-
	-
	
	128,328Accumulated
 comprehensive loss
	-
	-
	-
	
	(26,134
	)
	-
	-
	-
	
	(26,134
	)Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	-
	(3,255,471
	)
	(3,255,471
	)Balance
 - June 30, 2009
	83,694,357
	83,693
	39,610,163
	
	(49,086
	)
	-
	20,750
	(36,491,696
	)
	3,173,824Issuance of common shares for services-at
 $0.17/share
	2,250,000
	2,250
	380,250
	
	-
	
	-
	-
	-
	
	382,500Stock-based compensation
	-
	-
	2,813,517
	
	-
	
	-
	-
	-
	
	2,813,517Issuance of common shares for services-at
 $0.68/share
	500,000
	500
	339,500
	
	-
	
	-
	-
	-
	
	340,000Fair value of warrants issued
	-
	-
	113,125
	
	-
	
	-
	-
	-
	
	113,125Cost of issue
	-
	-
	(469,085
	)
	-
	
	-
	-
	-
	
	(469,085
	)Private placement common share subscribed
	21,666,667
	21,667
	6,478,333
	
	-
	
	-
	-
	-
	
	6,500,000Commission
	400,000
	400
	(400
	)
	-
	
	-
	-
	-
	
	-Issuance
 of shares to exercise stock options
	2,000,000
	2,000
	298,000
	
	-
	
	-
	-
	-
	
	300,000Accumulated
 comprehensive gain
	-
	-
	-
	
	4,810
	
	-
	-
	-
	
	4,810Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	-
	(10,708,589
	)
	(10,708,589
	)Balance
 - June 30, 2010
	110,511,024
	110,510
	49,563,403
	
	(44,276)
	
	-
	20,750
	(47,200,285
	)
	2,450,102The accompanying notes
 are an integral part of these consolidated financial statements.




63

---




Energizer
                                                                                                                                                                          Resources
                                                                                                                                                                          Inc.
     (An
     Exploration Stage Company)
     Consolidated
     Statement of Stockholders' Equity - continued
     For
     the Period from March 1, 2004 (Date of Inception) to June 30, 2012
   (Expressed
   in US Dollars)Shares
	Amount
	Additional
     Paid-In
     Capital
	Accumulated
     Comprehensive
     Income
     (loss)
	
	Common
     Stock
     Subscribed
	Donated
     Ca
	Deficit
     Accumulated
     Exploration
     During the
     Stage
	
	Total#
	$
	$
	
	$
	
	$
	$
	$
	
	$Continued from prior page:Private placement common shares subscribed
	30,936,654
	30,936
	13,890,559
	
	-
	
	-
	-
	-
	
	13,921,495Fair value of warrants issued
	-
	-
	78,100
	
	-
	
	-
	-
	-
	
	78,100Cost of issue
	-
	-
	(742,787
	)
	-
	
	-
	-
	-
	
	(742,787
	)Issuance of common shares for services-at
 $0.45/share
	200,000
	200
	89,800
	
	-
	
	-
	-
	-
	
	90,000Issuance
 of shares to exercise warrants
	4,549,500
	4,551
	881,950
	
	-
	
	-
	-
	-
	
	886,501Stock-based
 compensation
	-
	-
	237,710
	
	-
	
	-
	-
	-
	
	237,710Accumulated
 comprehensive gain
	-
	-
	-
	
	11,844
	
	-
	-
	-
	
	11,844Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	-
	(4,873,555
	)
	(4,873,555
	)Balance
 - June 30, 2011
	146,197,178
	146,197
	63,998,735
	
	(32,432
	)
	-
	20,750
	(52,073,840
	)
	12,059,410Private placement
 common shares subscribed
	2,540,000
	2,540
	632,460
	
	-
	
	-
	-
	-
	
	635,000Issuance
 of common stock for mineral property
	7,500,000
	7,500
	1,342,500
	
	-
	
	-
	-
	-
	
	1,350,000Exercise
 of stock options
	510,000
	510
	83,490
	
	-
	
	-
	-
	-
	
	84,000Stock-based
 compensation
	-
	-
	3,667,303
	
	-
	
	-
	-
	-
	
	3,667,303Accumulated
 comprehensive gain
	-
	-
	-
	
	(19,904
	)
	-
	-
	-
	
	(19,904
	)Net
 loss for the year
	-
	-
	-
	
	-
	
	-
	-
	(15,175,553
	)
	(15,175,553
	)Balance
 - June 30, 2012
	156,747,178
	156,747
	69,724,488
	
	(52,336
	)
	-
	20,750
	(67,249,393
	)
	2,600,256The accompanying notes
 are an integral part of these consolidated financial statements.




64

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

1. Exploration Stage
Company

Energizer Resources Inc. (the
"Company") was incorporated in the State of Nevada, United States of America on March 1, 2004 and reincorporated in the State
of Minnesota on May 14, 2008. The Company is an Exploration Stage Company, as defined by ASC Topic-915, "Development Stage Entities".
The Company's principal business is the acquisition and exploration of mineral resources. During fiscal 2008, the Company incorporated
Energizer Resources (Mauritius) Ltd. (formerly Uranium Star (Mauritius) Ltd.), a Mauritius subsidiary and Energizer Resources
Madagascar Sarl, a Madagascar subsidiary. During fiscal 2009, the Company incorporated THB Venture Ltd., a Mauritius subsidiary
to hold the interest in Energizer Resources Minerals Sarl, a Madagascar subsidiary, which holds the Madagascar properties. During
fiscal 2012, the Company incorporated Madagascar-ERG Joint Venture (Mauritius) Ltd., a Mauritius subsidiary and ERG (Madagascar)
Sarl, a Madagascar subsidiary. ERG (Madagascar) Sarl is 100% owned by Madagascar-ERG Joint Venture (Mauritius) Ltd. which is owned
75% by Energizer Resources (Mauritius) Ltd. The Company has not yet fully determined whether its properties contain mineral reserves
that are economically recoverable.

These consolidated financial
statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. The Company has yet to generate revenue from mining operations or
pay dividends and is unlikely to do so in the immediate or foreseeable future. The continuation of the Company as a going concern
is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the attainment of profitable operations. As at June 30, 2012, the Company has accumulated
losses of $67,249,393. These consolidated financial statements do not include any adjustments to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as
a going concern.

2. Significant Accounting
Policies Principals of Consolidation and Basis of Presentation

These consolidated financial
statements are presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), and are
expressed in US dollars. These consolidated financial statements include the accounts of Energizer Resources Inc. and its wholly-owned
subsidiaries, Energizer Resources (Mauritius) Ltd., THB Ventures Ltd, Energizer Resources Madagascar Sarl, and Energizer Resources
Minerals Sarl. In addition, these consolidated financial statements include the Company's 75% interest in Madagascar-ERG Joint
Venture (Mauritius) Ltd. and its 100% owned subsidiary ERG (Madagascar) Sarl. All inter-company balances and transactions have
been eliminated on consolidation.

Use of Estimates

The consolidated financial
statements include estimates which, by their nature, are uncertain. The preparation of consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue
and expenses. Management uses historical experience and other factors as the basis for its judgments and estimates. Actual results
may differ from those estimates. The impacts of estimates are pervasive throughout these consolidated financial statements, and
may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period
in which the estimate is revised and the revision affects current and future periods.

Areas where significant estimates
and assumptions are used include: the valuation of shares, warrants and stock options issued, the valuation recorded for impairment
on property expenditures, the valuation recorded for future income taxes, and the valuation of derivatives.

65

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

2. Significant Accounting
Policies - continued

Comprehensive Income
(Loss)

ASC Topic-220, "Reporting Comprehensive
Income", establishes standards for the reporting and display of comprehensive income, its components and accumulated balances.
As at June 30, 2012, the Company's only component of other comprehensive income is unrealized losses on marketable securities.

Basic and Diluted Net
Income (Loss) Per Share

The Company computes net earnings
(loss) per share in accordance with ASC Topic-260, "Earnings per Share". ASC Topic-260 requires presentation of basic and diluted
earnings per share (EPS) on the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available
to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and the
"if converted" method for convertible instruments. In computing Diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti-dilutive. Diluted EPS and the weighted average number of common shares exclude
all dilutive potential shares since their effect is anti-dilutive.

Cash and Cash Equivalents

Cash and cash equivalents include
money market investments that are readily convertible to known amounts of cash and have an original maturity of less than or equal
to 90 days.

Marketable Securities

The Company classifies and
accounts for debt and equity securities in accordance with ASC Topic-320, "Accounting for Certain Investments in Debt and Equity
Securities". The Company has classified all of its marketable securities as available-for-sale, thus securities are recorded at
fair market value and any associated unrealized gain or loss, net of tax, are included as a separate component of stockholders
equity, "Accumulated Comprehensive Loss ".

Equipment

Equipment is recorded at cost,
less accumulated depreciation, and consists of exploration equipment. Depreciation is computed on a straight-line basis over 3
years.

Mineral Property Costs

The Company has been in the
exploration stage since its inception on March 1, 2004, and has not yet realized any revenues from its mineral operations. Mineral
property exploration costs are expensed as incurred.

When it has been determined
that a mineral property can be economically developed as a result of establishing probable and proven reserves, the costs then
incurred to develop such property will be capitalized. Such costs will be amortized using the units of production method over
the estimated life of the probable reserve. If properties are abandoned or the carrying value is determined to be in excess of
possible future recoverable amounts the Company will write off the appropriate amount.

66

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

2. Significant Accounting
Policies - continued

Foreign Currency Translation

The Company's functional and
reporting currency is United States Dollars. Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with ASC Topic-830, "Foreign Currency Translation", using the exchange rate prevailing at the balance sheet date.
Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the consolidated
statements of operations and comprehensive loss.

Stock-Based Compensation

The Company has a stock option
plan as described in note 10. All stock-based awards granted, including those granted to directors not acting in their capacity
as directors, are accounted for using the fair value based method. The fair value of stock options granted is recognized as an
expense within the consolidated statements of operations and comprehensive loss and a corresponding increase in shareholders
equity. Any consideration paid by eligible participants on the exercise of stock options is credited to common stock. The additional
paid in capital amount associated with stock options is transferred to common stock upon exercise.

Income Taxes

The Company has adopted ASC
Topic740 "Accounting for Income Taxes" as of its inception. Pursuant to ASC Topic-740, the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized
in these consolidated financial statements as the Company cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years.

Management does not believe
unrecognized tax benefits will significantly change within one year of the balance sheet date. Interest and penalties related
to income tax matters are recognized in income tax expense. As of June 30, 2012, there was no accrued interest or penalties related
to uncertain tax positions.

Long Lived Assets

In accordance with the ASC
Topic-360, "Accounting for Impairment or Disposal of Long Lived Assets", the carrying value of intangible assets and other long-lived
assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes
impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment
losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Asset Retirement Obligations

The operations of the Company
are subject to regulations governing the environment, including future site restoration for mineral properties. The Company recognizes
the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate
of fair value can be made. If a reasonable estimate of fair value cannot be made in the period the asset retirement is incurred,
the liability is recognized when a reasonable estimate of fair value can be made. The Company has determined that there are no
asset retirement obligations or any other environmental obligations currently existing with respect to its mineral properties
and therefore no liability has been recognized.

Government Grants

The Company makes periodic
applications for financial assistance under available government incentive programs and tax credits related to the mineral property
expenditures. The Company recognizes government assistance on an accrual basis when all requirements to earn the assistance have
been completed and receipt is reasonably assured. Government grants are recognized on the balance sheet under tax credits recoverable
and accrued as a reduction of mineral exploration expenses. Government grants relating to mineral expenditures are reflected as
a reduction of the cost of the property or as a reduction to exploration expenses. Government grants relating to operating expenses
are reflected as a reduction of the expense.

67

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

2. Significant Accounting
Policies - continued

Financial Instruments

The fair value of cash and
cash equivalents, amounts receivable, marketable securities, dual currency deposits and accounts payable and accrued liabilities
were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.
The Company's exploration operations are primarily in Madagascar but also in Canada, which result in exposure to market risks
from changes in foreign currency rates. Financial risk is the risk to the Company's operations that arise from fluctuations in
foreign exchange rates and the degree of volatility of these rates.

Fair Value of Financial
Instruments Hierarchy

ASC Topic-820 establishes a
fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level
3). Cash and cash equivalents and marketable securities that the Company held were in Level 1 and dual currency deposits were
in Level 2 within the fair value hierarchy. The three levels are as follows:

Level 1 - Quoted prices are
available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions
for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level
1 includes marketable securities such as listed equities and U.S. government treasury securities.

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 industry-standard models or other valuation methodologies.
These models consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, 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 term of the instrument, can be derived from observable data
or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include
dual currency deposits, over the counter forwards, options and repurchase agreements.

Level 3 - Pricing inputs include
significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed
methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments
include those that may be more structured or otherwise tailored to customers' needs. At each balance sheet date, the Company performs
an analysis of all instruments subject to ASC Topic820 and includes in Level 3 all of those whose fair value is based on
significant unobservable inputs.

68

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

________________________________________________________________________________________________________________________________________________________________________________________________

3. Recent Accounting
Pronouncements Affecting The Company

The following are recent FASB
accounting pronouncements which may have an impact on the Company's future consolidated financial statements.

|1. | "Comprehensive Income (Topic-220): Presentation
 of Comprehensive Income": ("ASU 2011-05") was issued during June 2011. FASB issued guidance regarding the presentation of Comprehensive
 Income within financial statements. The guidance was effective for interim and annual periods beginning after December 15, 2011.                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | "Comprehensive Income (Topic-202): Deferral
 of the Effective date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive
 Income in Accounting Standards Update No 2011-05": ("ASU 2011-12") was issued during December 2011. FASB provides clarification
 and guidance relating to the effects of reclassifications of amounts out of accumulated other comprehensive income and into net
 income. The guidance is effective for annual periods beginning after December 15, 2011 and interim periods within those years.
|3. | "Intangibles - Goodwill and Other (Topic-350):
 Indefinite-Lived Intangible Assets for Impairment": ("ASU 2011-08") was issued during September 2011. FASB issued guidance on
 how to determine whether goodwill amounts on the balance sheet have been impaired. The guidance is effective for annual periods
 beginning after September 15, 2012 and interim periods within those years.                                                                                                                                                                                 
|4. | "Balance Sheet (Topic 201): Disclosures
 about Offsetting Assets and Liabilities": ("ASU 2011-11") was issued during December 2011. FASB issued guidance on how to determine
 whether it is appropriate to offset or net certain assets and liabilities on the balance sheet and the additional disclosure
 that this entails.                                                                                                                                                                                                                                             
|   | The guidance
                            is effective annual periods beginning on or after January 1, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

The adoption of the Topic-220,
Topic-350 and Topic-202 is not expected to have a material impact on the Company's consolidated financial statements. The Company
is currently evaluating the impact of Topic 201 on these consolidated financial statements.

4
	.
	EquipmentCost
	Accumulated
     Depreciation
	
	June 30, 2012
     Net Book
     Value
	
	June 30, 2011
     Net Book
     ValueExploration
 equipment
	$
	53,738
	$
	3,114
	$
	50,624
	$
	6,667




For the year ended June 30,
2012, depreciation expense totaled $9,781 (June 30, 2011: $8,889).

69

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

5. Dual Currency Deposits

From time to time, the Company
has invested in dual currency deposits under which it contracts to a foreign exchange strike rate at the inception of the contract.
If the spot rate is less than the strike rate on the day of maturity, the Company will receive money in the invested currency.
Conversely, if the spot rate is greater than the strike rate, the Company will receive money in the underlying currency and recognize
a foreign exchange loss.

The Company used this form
of deposit to increase the interest rate, and hence its return, on its deposits and because it makes payments to vendors in both
US dollars and Canadian dollars. Because of this during certain cycles or payment periods, the Company is indifferent as to whether
the deposit is returned in Canadian dollars or US dollars. This investment posed a greater risk when compared to investing excess
cash in liquid and low risk money market deposits due to the fact that the movement in the underlying foreign exchange rates is
uncertain.

As of June 30, 2012, the Company
held a total of $Nil (June 30, 2011: $8,000,000) dual currency deposits.

6. Related Party Transactions
and Balances

Parties are considered to be
related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over
the other party in making operating and financial decisions. Parties are also considered to be related if they are subject to
common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party
transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.

The following are the related
party transactions for the year ended June 30, 2012:

|a) | The Company incurred a total of $74,550
 (June 30, 2011: $59,410) in office administration and rent expense from a company related by common management.                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | 9,600,000 (June 30, 2011: 1,100,000) stock
 options were issued to related parties during the period with exercise prices between $0.20 and $0.30. These stock options
 valued at $2,181,213 (June 30, 2011: $237,710) were issued to directors and officers of the Company.
|c) | The Company incurred $717,886 (June
 30, 2011: $821,338) in administrative, management and consulting fees to directors and officers.                                                                                                                                       
|d) | The Company incurred $1,137,725 (June
 30, 2011: $Nil) in charges from a mining and engineering firm in which one of the Company's directors serves as a senior
 officer and a director for.                                                                                

The following are the related
party balances for the year ended June 30, 2012:

|a) | Related party balances of $Nil (June
 30, 2011: $168,000) were included in accounts payable and accrued liabilities and $34,319 (June 30, 2011: $37,000)
 in prepaid expenses.                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | The Company has recorded a short-term loan
 to a related party totaling $258,416 (June 30, 2011: $Nil). This loan is interest bearing and is expected to be paid
 back in full within the next 12 months.
|7. | Marketable Securities                                                                                                                                                                                    

Marketable securities consist
of available-for-sale securities over which the Company does not have significant influence or control. These investments included
$20,542 (June 30, 2011: $40,403) invested in TSX-Venture entities.

70

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

_________________________________________________________________________________________________________________________________________________________________________________________________

8. Mineral Properties

Green Giant Property,
Southern Madagascar, Africa

On August 22, 2007, the Company
entered into a joint venture agreement with Madagascar Minerals and Resources Sarl ("MMR"), a Madagascar incorporated company.
A joint venture was established with the Company owning a 75% interest and MMR owning a 25% interest in the Green Giant Property.
In order to acquire the 75% interest, the Company paid a total of $765,000, issued 1,250,000 common shares and 500,000 now
expired share purchase warrants. Further, on December 10, 2007, the Company issued 1,250,000 common shares valued at $375,000
and 500,000 now expired share purchase warrants. As it has not yet determined whether the property has probable or proven reserves,
the Company recognized an impairment loss during fiscal 2008 totaling $1,200,560 which represented the total cash paid and
the value of common shares and share purchase warrants issued.

On July 9, 2009, the Company
entered into an agreement with MMR to acquire the remaining 25% interest for $100,000 and terminated the joint venture. MMR
retains a 2% net smelter return (NSR). The NSR on this 25% portion can be acquired by the Company for $500,000
in cash or common shares for the first 1% and at a price of $1,000,000 in cash or common shares for the second 1% at the Company's
option.

Malagasy Joint Venture
Ground, Southern Madagascar, Africa

On December 14, 2011, the Company
entered into a Definitive Joint Venture Agreement (JVA) with Malagasy Minerals Limited (Malagasy) (Australian
Stock Exchange: MGY) to acquire a 75% interest to explore and develop a defined group of industrial minerals (including graphite,
vanadium and approximately 25 other minerals) on ground formerly held 100% by Malagasy. Malagasy will retain a 25% interest. The
new land position covers an area totaling 2,119 permits and 827.7 square kilometres. This land portfolio is mainly adjacent to
the south and east of the Company's 100% owned Green Giant Property. Under the terms of the JVA, the Company paid $2,261,690
and issued 7,500,000 shares valued at $1,350,000. Malagasy has a carried interest until the Company delivers a Bankable Feasibility
Study (BFS). Upon the delivery of a BFS, Malagasy will be required to contribute its 25% interest in the development
and mining operations. Should either party's interest fall below 10%, their position will be diluted to a 2% NSR. As it has not
yet determined whether the property has probable or proven reserves, the Company recognized an impairment loss during fiscal 2012
totaling $3,770,129 which represented the total cash paid, value of common shares issued, and legal and other professional
fees paid relating to the acquisition of the 75% interest in the property.

Sagar Property - Romanet
Horst, Labrador Trough, Quebec, Canada

The Company holds 219 claims
located in northern Quebec, Canada which were acquired from Virginia Mines Inc.

("Virginia") on May 2, 2006.
Virginia retains a 2% NSR on this property.

|9. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) | On July 2, 2010, the Company issued 500,000
 common share purchase warrants valued at $78,100 to a company who assisted the Company with listing on the TSX Venture Exchange.
 The share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: risk free interest
 rate - 1.54%; expected volatility - 172%; dividend yield - NIL; and expected life - 4 years.
|b) | On October 21, 2010, the Company issued
 1,100,000 stock options to a director of the Company valued at $237,710. The stock options, which vested immediately, were
 valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.54%; expected volatility
 - 172%; dividend yield - NIL; and expected life - 4 years.                                           
|c) | On December 17, 2010, the Company issued
 200,000 shares of common stock valued at $90,000 pursuant to a contract with a party to provide advisory services in China.                                                                                                                                                                                                                                        

71

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________

|9. | Common Stock - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|d) | During January and February 2011, the Company
 closed a private placement of 30,936,654 units for gross proceeds of $13,921,495. Each unit consisted of one common share
 and one half of one common share purchase warrant. Each of the 15,468,327 warrants issued can be used to purchase one common
 share at an exercise price of $0.75 for two years from the date of issue. In connection with the private placement, the Company
 paid $704,115, TSX-V fees of $38,411 and 1,564,700 compensation warrants. The compensation warrant entitles the holder
 to acquire one unit at $0.45 per unit and expire on February 25, 2013.
|e) | During the year ended June 30, 2011, the
 Company issued 4,549,500 shares of common stock for consideration of $886,500. The shares were issued pursuant to the exercise
 of several share purchase warrants.                                                                                                                                                                                                                                                                                                                                                                                                                          
|f) | On July 1, 2011, the Company issued 5,175,000
 stock options to directors, officers and consultants of the Company valued at $1,364,648. The stock options were valued using
 the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.95%; expected volatility - 137%;
 dividend yield - NIL; and expected life - 5 years. These stock options vested on the grant date.                                                                                                                                                                                                                           
|g) | On October 24, 2011, the Company issued
 1,850,000 stock options to directors, officers and consultants of the Company valued at $321,530. The stock options were
 valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.60%; expected volatility
 - 133%; dividend yield - NIL; and expected life - 5 years. These stock options vested on the grant date.                                                                                                                                                                                                                         
|h) | On December 16, 2011, the Company issued
 2,365,000 stock options to directors, officers and consultants of the Company valued at $431,613. The stock options were
 valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.60%; expected volatility
 - 133%; dividend yield - NIL; and expected life - 5 years. These stock options vested on the grant date.                                                                                                                                                                                                                        
|i) | On December 16, 2011, the Company issued
 7,500,000 shares of common stock at $0.18 per share valued at $1,350,000 as consideration for the Joint Venture Agreement
 with Malagasy Minerals Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|j) | On March 4, 2012, the Company issued 460,000
 shares of common stock for consideration of $69,000. The shares were issued pursuant to the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|k) | On March 7, 2012, the Company issued 6,275,000
 stock options to directors, officers and consultants of the Company valued at $1,513,530. The stock options were valued using
 the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.00%; expected volatility - 131%;
 dividend yield - NIL; and expected life - 5 years. These stock options vested on the grant date.                                                                                                                                                                                                                          
|l) | On March 25, 2012, the Company closed a
 private placement with DRA Minerals Inc, a process development and mine engineering company, raising $635,000 by issuing
 2,540,000 common stock at $0.25 per share.                                                                                                                                                                                                                                                                                                                                                                                                                          
|m) | On April 9, 2012, the Company issued 50,000
 shares of common stock for consideration of $15,000. The shares were issued pursuant to the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|n) | On May 23, 2012, the Company issued 180,000
 stock options to directors, officers and consultants of the Company valued at $35,982. The stock options were valued using
 the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.00%; expected volatility - 134%;
 dividend yield - NIL; and expected life - 5 years. These stock options vested on the grant date.                                                                                                                                                                                                                                

72

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

_________________________________________________________________________________________________________________________________________________________________________________________________10. Stock Options

On March 9, 2006, the Company
filed a Form S-8 registration statement in connection with its newly adopted 2006 Stock Option Plan (the 2006 Plan)
allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares. On December
18, 2006, February 16, 2007, July 11, 2007, September 29, 2009, May 3, 2011 and March 1, 2012, the 2006 Plan was amended to increase
the stock option pool by a total of 25,000,000 additional common shares.

The following is a continuity
schedule of the Company's stock options, all of which vest on the grant date:

Number
      of
 Options
     
     Weighted-Average
      Exercise
 Price ($)Outstanding and exercisable, June 30, 2010
	
	13,620,000
	
	0.30Granted
	
	1,100,000
	
	0.25Cancelled
	
	(590,000
	)
	0.57Outstanding and exercisable, June 30, 2011
	
	14,130,000
	
	0.29Granted
	
	15,845,000
	
	0.27Exercised
	
	(510,000
	)
	0.16Expired
	
	(2,475,000
	)
	0.15Cancelled
	
	(3,300,000
	)
	0.31Outstanding
 and exercisable, June 30, 2012
	
	23,690,000
	
	0.29The
 following is a summary stock options outstanding as of June 30, 2012:Exercise
	Number of
	
	
	ExpiryPrice
 ($)
	Stock
 Options
	
	
	Date0.15
	2,395,000
	
	
	July 11, 20120.35
	750,000
	
	
	September 2, 20130.40
	5,350,000
	
	
	May 11, 20140.30
	4,525,000
	
	
	July 1, 20160.20
	1,850,000
	
	
	October 24, 20160.21
	2,365,000
	
	
	December 1, 20160.28
	6,275,000
	
	
	March 7, 20170.23
	180,000
	
	
	May
 23, 20170.29
	23,690,000




73

---




Energizer Resources Inc.
     (An Exploration Stage Company)
     Notes to Consolidated Financial Statements
     For the years ended June 30, 2012 and 2011
     (Expressed in US Dollars)11
	.
	WarrantsThe following is a continuity schedule of
the Company's warrants:Number
	
	Exerciseof
 Warrants
	
	Price
 ($)Outstanding, June
 30, 2010
	
	31,889,667
	
	0.41Granted
	
	17,737,028
	
	0.70Exercised
	
	(4,549,500
	)
	0.19Expired
	
	(511,500
	)
	0.20Outstanding, June
 30, 2011
	
	44,565,695
	
	0.55Expired
	
	(946,000
	)
	0.37Outstanding,
 June 30, 2012
	
	43,619,695
	
	0.56The following is a summary warrants outstanding
as of June 30, 2012:Exercise
	Number of
	
	
	ExpiryPrice
 ($)
	Warrants
	
	
	Date0.75
	15,468,328
	January 28, 2013
 - February 25, 20130.45
	1,564,700
	
	
	February 25, 20130.50
	870,000
	
	
	March 15, 20130.30
	400,000
	
	
	March 15, 20130.15
	3,650,000
	
	
	April 26, 20130.50
	21,666,667
	
	
	May
 5, 201343,619,695




74

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)

__________________________________________________________________________________________________________________________________________________________________________________________________12. Income Taxes

The reconciliation of combined
Canadian federal and provincial statutory income tax rates on the net loss for the years ended June 30 is as follows:

June
 30, 2012
	
	
	
	June
 30, 2011Net
 loss
	
	$
	(15,175,553
	)
	
	$
	(4,873,555
	)Rate
	
	
	27.30
	%
	
	
	29.30
	%Expected
 income tax recovery
	
	$
	(4,135,338
	)
	
	$
	(1,427,952
	)Permanent
 differences
	
	
	3,118,465
	
	
	
	615,830Tax rate
 changes and other adjustments
	
	
	198,695
	
	
	
	59,675Share issue
 and financing costs
	
	
	-
	
	
	
	(217,637
	)Expiry of
 non-capital losses
	
	
	182,707
	
	
	
	117,121Increase
 in valuation allowance
	
	
	635,471
	
	
	
	852,963Income tax recovery reflected in the Statements
 of OperationsAnd
 Comprehensive Loss
	
	$
	-
	
	
	$
	-




The 2012 statutory tax rate
of 27.30% differs from the 2011 statutory tax rate of 29.30% because of the reduction in the Canadian federal and provincial substantively
enacted rates.

Future Income Tax AssetsThe Companys future income
 tax assets and liabilities as at June 30, 2012 and 2011 are as follows:June
 30, 2012
	
	
	June
 30, 2011Future
 Income Tax AssetsNon-capital
 losses - Canada
	$
	2,659,595
	
	$
	1,952,256Non-capital
 losses - Madagascar
	
	518,505
	
	
	483,447Exploration
 expenditures
	
	582,498
	
	
	606,997Share issue
 and financing costs
	
	161,512
	
	
	235,277Marketable
 Securities
	
	6,194
	
	
	3,706Other
 deductible temporary differences
	
	2,096
	
	
	13,2463,930,400
	
	
	3,294,929Less:
 valuation allowance
	
	(3,930,400
	)
	
	(3,294,929
	)Net
 future income tax assets
	$
	-
	
	$
	-




The Canadian non-capital loss
carry forwards expire as noted in the table below. Madagascar losses expire between 2013 and 2015. Share issue and financing costs
expire from 2013 and 2015. Deductible temporary differences related to marketable securities, exploration expenditures and other,
carry forward indefinitely. Future tax assets have not been recognized in respect of these items because it is not probable that
future taxable profit will be available against which the Company can utilize the benefits therefrom.

75

---




Energizer Resources
Inc.(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the years ended June 30, 2012 and 2011(Expressed in US Dollars)12. Income Taxes - continued

At June 30, 2012, the Company
had Canadian non-capital losses income tax losses of $10,638,381 available to offset future taxable income. These losses expire
as follows:

2027
	
	$
	1,070,7362028
	
	
	1,038,2532029
	
	
	1,049,9952030
	
	
	1,776,3412031
	
	
	2,503,1122032
	
	
	3,199,944$
	10,638,381


13.       Loss Per Share

Basic and diluted loss per
share is computed using the weighted average number of common stock outstanding. Diluted loss per share and the weighted average
number of shares of common stock exclude all potentially dilutive shares since their effect is anti-dilutive. As at June 30, 2012,
there were a total of 67,309,695 (June 30, 2011: 58,695,695) potentially dilutive stock options and warrants outstanding.

14. Subsequent Event(s)

On July 13, 2012 the Company
issued 1,695,000 stock options at an exercise price of $0.29 and an expiry date of July 13, 2016 to certain directors, officers
and consultants.

76

---




Consent of Independent
Registered Public Accounting Firm

We hereby consent to the inclusion
in Energizer Resources Inc.s (the Company) Annual Report on Form 10-K/A of our audit report dated September
17, 2012, with respect to the consolidated financial statements of the Company for the year ended June 30, 2012.

Signed:MSCM
LLP

MSCM LLP

Toronto, Ontario

March
22, 2013

77

---




Exhibit 31.1

Certification of
CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------

I, J A Kirk McKinnon, certify
that:

|1. | I have reviewed this annual report on Form
 10-K/A of Energizer Resources Inc.;                                
|-- | ---------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this report does
 not contain any untrue statement of a material fact or omit to state a

material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrants other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the Issuers disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and

(d)
Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants
fiscal quarter ending June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Issuers
internal control over financial reporting.

5. The Registrants other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrants auditor and the audit committee of the Registrants board of directors (or persons performing the
equivalent functions):

(a)
All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants
internal control over financial reporting.

Dated: March
22, 2013

/s/ J A Kirk McKinnonJ A Kirk McKinnon, Chief Executive Officer

78

---




Exhibit 31.2

Certification of
CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------

I, Peter D. Liabotis, certify
that:

|1. | I have reviewed this annual report on Form
 10-K/A of Energizer Resources Inc.;                                
|-- | ---------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this report does
 not contain any untrue statement of a material fact or omit to state a

material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrants other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the Issuers disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and

(d)
Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants
fiscal quarter ending June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Issuers
internal control over financial reporting.

5. The Registrants other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrants auditor and the audit committee of the Registrants board of directors (or persons performing the
equivalent functions):

(a)
All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants
internal control over financial reporting.

Dated: March
22, 2013

/s/ Peter D. Liabotis

Peter D. Liabotis, Chief
Financial Officer (Principal Accounting Officer)

79

---




Exhibit 32.1

CERTIFICATIONS PURSUANT
TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION
1350)

In connection with the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          annual report of Energizer Resources Inc. (the "Company") on Form 10-K/A for the period ending June 30, 2012, as filed with
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          the Securities and Exchange Commission on the date hereof (the "Report"), I,J A Kirk McKinnon, Chief Executive  Officer,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          that: (1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and (2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.




Dated: March
22, 2013

/s/ J A Kirk
McKinnonJ
A Kirk McKinnon, Chief Executive Officer



80

---




Exhibit 32.2

CERTIFICATIONS PURSUANT
TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION
1350)

In connection with the annual
report of Energizer Resources Inc. (the "Company") on Form 10-K/A for the period ending June 30, 2012, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Peter D. Liabotis, Chief Financial Officer, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.

Dated: March
22, 2013

/s/
Peter D. Liabotis

Peter
D. Liabotis, Chief Financial Officer (Principal Accounting Officer)









81