U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q


(Mark One)


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012




OR




oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File Number 000-51151





ENERGIZER RESOURCES INC.


(Name of registrant in its charter)





Minnesota

20-0803515(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)





520 – 141 Adelaide Street West, Toronto, Ontario M5H 3L5


(Address of principal executive offices)


_______________________




(416) 364-4911


(Issuer’s telephone number)


_______________________




Securities registered under Section 12(b) of the Exchange Act:  None




Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.001 par value per share


(Title of Class)




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  o





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 o   No  x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.




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





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





As of February
 13, 2012, there were 163,254,320 shares of the Registrant's common stock issued and outstanding.





Transitional Small Business Disclosure Format Yes  o  No  x










Energizer Resources Inc.




PART I - FINANCIAL INFORMATIONItem 1.
Consolidated Financial Statements (unaudited) including:


3Consolidated Balance Sheets


5Consolidated Statements of Operations and Comprehensive Loss


6Consolidated Statements of Cash Flows


7Notes to the Consolidated Financial Statements


8Item 2.
Management Discussion & Analysis of Financial Condition and Results of Operations


15Item 3
Quantitative and Qualitative Disclosures About Market Risk


30Item 4.
Controls and Procedures


30PART II - OTHER INFORMATIONItem 1.
Legal Proceedings


31Item 1a
Risk Factors


31Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds


40Item 3.
Defaults Upon Senior Securities


41Item 4.
Mine Safety Disclosures


41Item 5
Other information


41Item 6.
Exhibits


42CERTIFICATIONSExhibit 31 –
Management certificationExhibit 32 –
Sarbanes-Oxley Act
  2





PART 1




FINANCIAL INFORMATION





As used in these footnotes, “we”, “us”, “our”, “Energizer Resources”, “Energizer”, “Company” or “our company” refers to Energizer Resources Inc. and all of its subsidiaries.





ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES





General


The accompanying reviewed interim unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q.  Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles applicable in the United States of America.  Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in our Company's annual report on Form 10-K for the year ended June 30, 2012.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  Operating results for the period ended December 31, 2012 are not necessarily indicative of the results that can be expected for the year ending June 30, 2013.





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 exchange rate as reported by the Bank of Canada on the applicable date.




3














ENERGIZER RESOURCES INC.
 (An Exploration Stage Company)




Unaudited Condensed Consolidated Interim Financial Statements




For the six month period ended December 31, 2012





(Expressed in US Dollars)




4





Energizer Resources Inc.


(An Exploration Stage Company)


Unaudited Condensed Consolidated Interim Balance Sheets


(Expressed in US Dollars)




December 31,2012


June 30,2012(Unaudited)


(Audited)AssetsCurrent Assets:Cash and cash equivalents

$
1,198,352


$
3,479,484Amounts receivable and prepaid expenses (note 5)


304,130



437,876Loan to related party (note 5)


202,357



258,416Marketable securities (note 6)


11,029



20,542Total current assets


1,715,868



4,196,318Equipment (note 4)


48,720



50,624Total assets

$
1,764,588


$
4,246,942Liabilities and Stockholders' EquityLiabilitiesCurrent Liabilities:Accounts payable and accrued liabilities

$
874,492


$
1,646,686Total liabilities


874,492



1,646,686Stockholders' EquityCommon stock, 350,000,000 shares authorized, $0.001 par value,163,254,320 issued and outstanding (June 30, 2012 -156,747,178) (note 8)


163,254



156,747Additional paid-in capital (note 8)


72,043,568



69,724,488Donated capital


20,750



20,750Accumulated comprehensive loss


(61,849
)


(52,336
)Accumulated deficit during exploration stage


(71,275,627
)


(67,249,393
)Total stockholders' equity


890,096



2,600,256Total liabilities and stockholders' equity

$
1,764,588


$
4,246,942





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




Mineral Properties (note 7)




5





Energizer Resources Inc.


(An Exploration Stage Company)


Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive Loss


(Expressed in US Dollars)




March 1, 2004

(date of inception)


For the six monthsended December 31,


For the three monthsended December 31,December 31, 2012


2012


2011


2012


2011Revenues







$
-


$
-


$
-ExpensesMineral exploration expense (note 7)


25,496,058



2,288,357



2,159,851



319,770



1,183,474Stock-based compensation (notes 5, 8 & 9)


23,115,904



411,038



2,117,791



-



753,143Impairment loss on mineralproperties (note 7)


11,358,637



-



3,770,129



-



3,770,129General and administrative (note 5)


7,052,185



525,732



908,100



290,494



544,478Professional and consulting fees (note 5)


6,575,681



1,075,827



679,957



673,755



363,424Depreciation (note 4)


76,746



11,713



4,444



4,952



2,222Donated services and expenses


18,750



-



-



-



-Foreign currency translation (gain)/loss


(898,366
)


9,129



103,942



68,056



(103,557
)Total expenses


72,795,595



4,321,796



9,744,214



1,357,027



6,513,313Net loss from operations


(72,795,595
)


(4,321,796
)


(9,744,214
)


(1,357,027
)


(6,513,313
)Other IncomeInvestment income


1,216,115



295,562



28,583



30,838



(5,262
)Other income


303,853



-



-



-



-Net Loss


(71,275,627
)


(4,026,234
)


(9,715,631
)


(1,326,189
)


(6,518,575
)Unrealized loss from investments inmarketable securities


(61,849
)


(9,513
)


(16,904
)


(3,513
)


(6,522
)Comprehensive loss

$
(71,337,476
)

$
(4,035,747
)

$
(9,732,535
)

$
(1,329,702
)

$
(6,525,097
)Loss per share - basic and diluted (note 11)





$
(0.03
)

$
(0.07
)

$
(0.01
)

$
(0.04
)Weighted average shares outstanding - basic and diluted






159,084,841



146,890,113



159,126,689



147,583,048





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




6





Energizer Resources Inc.


(An Exploration Stage Company)


Unaudited Condensed Consolidated Interim Statements of Cash Flows


(Expressed in US Dollars)







March 1, 2004

(date of inception) to


6 Months Ended


6 Months EndedDecember 31, 2012


December 31,2012


December 31,2011Operating ActivitiesNet loss

$
(71,275,627
)

$
(4,026,234
)

$
(9,715,631
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


76,746



11,713



4,444Donated services and expenses


20,750



-



-Non-cash proceeds received


(74,000
)


-



-Dual currency deposits


71,680



-



103,543Impairment loss on mineral properties


11,358,637



-



3,770,129Stock-based compensation


23,115,904



411,038



2,117,791Issuance of shares and warrants for services rendered


168,100



-



-Change in operating assets and liabilities:Amounts receivable and prepaid expenses


(304,130
)


133,746



(243,611
)Accounts payable and accrued liabilities


875,318



(772,194
)


814,454Tax credits recoverable


(245,186
)


-



662Non-cash portion of marketable securities


337



-



-Net cash used in operating activities


(36,211,471
)


(4,241,931
)


(3,148,219
)Financing ActivitiesProceeds from issuance of common stock, net


39,908,654



1,809,549



-Exercise of warrants and stock options


1,075,500



105,000



-Government grants received


245,186



-



-Net cash provided by financing activities


41,229,340



1,914,549



-Investing ActivitiesMineral property acquisition costs


(3,419,973
)


-



(2,420,129
)Purchase of property and equipment


(125,465
)


(9,809
)


-Investment in dual currency deposits


(32,938,800
)


-



(22,942,400
)Redemption of dual currency deposits


32,867,078



-



30,857,314Loan to related party


(202,357
)


56,059



-Net cash (used in) provided by investing activities


(3,819,517
)


46,250



5,494,785Increase (decrease) in cash and cash equivalents


1,198,352



(2,281,132
)


2,346,566Cash and cash equivalents - beginning of period


-



3,479,484



4,536,275Cash and cash equivalents - end of period

$
1,198,352


$
1,198,352


$
6,882,841Non-cash investing and financing activities:Issuance of common stock for mineral properties

$
5,190,500


$
-


$
1,350,000Issuance of common stock and warrants for services

$
5,811,125


$
-


$
-Supplemental Disclosures:Interest received

$
817,422


$
-


$
61,822Income taxes paid

$
-


$
-


$
-Taxes received

$
-


$
-


$
-





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




7





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(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’s fiscal year ends on June 30. 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 Green Giant 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.  ERG (Madagascar) Sarl holds the Malagasy Joint Venture Ground.  The Company has not yet fully determined whether its properties contain mineral reserves that are economically recoverable.





These unaudited condensed consolidated interim 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 December 31, 2012, the Company has accumulated losses of $71,275,627.  These unaudited condensed consolidated interim 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 unaudited condensed consolidated interim 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 unaudited condensed consolidated interim 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 unaudited condensed consolidated interim 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.  The Company's fiscal year end is June 30.





Unaudited Condensed Consolidated Interim Financial Statements


These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and should be read in conjunction with those annual financial statements filed on Form 10-K for the year ended June 30, 2012.  In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.




8





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(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.


·
"Intangibles - Goodwill and Other (Topic-350): Testing Indefinite-Lived Intangible Assets for Impairment": ("ASU 2012-02") was issued during July 2012. 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.


·
"Balance Sheet (Topic-210): 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-350 is not expected to have a material impact on the Company's consolidated financial statements.  The Company is currently evaluating the impact of Topic 210 on their consolidated financial statements.





4.
Equipment





December 31, 2012


June 30, 2012Accumulated


Net Book


Net BookCost


Depreciation


Value


ValueExploration equipment

$
63,547


$
14,827


$
48,720


$
50,624





For the six month period ended December 31, 2012, depreciation expense totaled $11,713 (December 31, 2011: $4,444).




9





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(Expressed in US Dollars)





5.
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 six months ended December 31, 2012:




a)
The Company incurred a total of $59,495 (December 31, 2011: $44,550) in office administration and rent expense from a company related by common management.




b)
1,650,000 (December 31, 2011: 5,860,000) stock options were issued to related parties during the period with an exercise price of $0.290 (December 31, 2011: between $0.20 and $0.30)  These stock options valued at $411,038 (December 31, 2011: $1,300,059) were issued to directors and officers of the Company.




c)
The Company incurred $512,312 (December 31, 2011: $530,174) in administrative, management and consulting fees to directors and officers.




d)
The Company incurred $406,700 (December 31, 2011: $240,246) in charges from a mining and engineering firm in which one of the Company's directors serves as a senior officer and a director.





The following are the related party balances as at for the six months ended December 31, 2012:





a)
Related party balances of $32,471 (June 30, 2012: $34,319) in prepaid expenses.




b)
The Company has advanced a short-term loan to a related party totaling $202,357 (June 30, 2012: $258,416).  This loan is interest bearing at a rate of 3% and is expected to be paid back in full within the next 12 months.





6.
Marketable Securities





Marketable securities consist of available-for-sale securities over which the Company does not have significant influence or control.  These investments included $11,029 (June 30, 2012: $20,542) invested in two TSX-Venture entities.




10





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(Expressed in US Dollars)




7.
Mineral Properties




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: ticker 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 retained a 25% interest.  This land position covers an area totaling 2,119 permits and 827.7 square kilometres.  This land's position 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 common 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.





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 $765,000, issued 1,250,000 common shares and 500,000 now expired common 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 common 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 purchased by the Company, at the Company's option, 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%.





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


The Company holds a 100% interest in 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.




11





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(Expressed in US Dollars)




8.
Common Stock and Additional Paid-In Capital




a)
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.




b)
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.




c)
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.




d)
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.




e)
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.




f)
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.




g)
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.




h)
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.


i)
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.




j)
During July 2012, the Company issued 700,000 shares of common stock for consideration of $105,000.  The shares were issued pursuant to the exercise of stock options.




k)
On July 13, 2012, the Company issued 1,695,000 stock options to directors, officers and consultants of the Company valued at $411,038.  The stock options were valued using the Black-Scholes pricing model with the following assumptions: risk free interest rate - 1.25%; expected volatility - 138%; dividend yield - NIL; and expected life - 4 years.  These stock options vested on the grant date.




l)
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 shares of common stock at $0.35 per share and 2,903,571 common share purchase warrants at an exercise price of $0.50 and an expiry date 24 months from the date of issuance.  In addition, the Company paid a fee of $119,010 and issued 340,028 compensation common shares purchase warrants.  Each compensation common share purchase 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.




12




Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(Expressed in US Dollars)




9.
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


Weighted-Averageof Options


Exercise Price ($)Outstanding 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



0.29Granted


1,695,000



0.29Exercised


(700,000
)


0.15Expired


(1,695,000
)


0.15Outstanding and exercisable, December 31, 2012


22,990,000



0.30





The following is a summary stock options outstanding as of December 31, 2012:





Exercise

Number of

ExpiryPrice ($)

Stock Options

Date0.35


750,000

September 2, 20130.40


5,350,000

May 11, 20140.30


4,525,000

July 1, 20160.29


1,695,000

July 13, 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, 20170.30


22,990,000




13





Energizer Resources Inc.


(An Exploration Stage Company)


Notes to Unaudited Condensed Consolidated Interim Financial Statements


For the three month period ended December 31, 2012


(Expressed in US Dollars)





10.
Warrants





The following is a continuity schedule of the Company's warrants:





Number


Exerciseof Warrants


Price ($)Outstanding and exercisable, June 30, 2011


44,565,695



0.56Expired


(946,000
)


0.37Outstanding and exercisable, June 30, 2012


43,619,695



0.56Issued


3,243,599



0.48Outstanding and exercisable, December 31, 2012


46,863,294



0.55





The following is a summary warrants outstanding as of December 31, 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, 20130.50


2,903,571

November 6-15, 20140.35


340,028

November 15, 201446,863,294





11.
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 December 31, 2012, there were a total of 69,853,294 (December 31, 2011: 63,520,695) potentially dilutive stock options and warrants outstanding.




14





As used in this quarterly report, “we”, “us”, “our”, “Energizer Resources”, “Energizer”, “Company” or “our company” refers to Energizer Resources Inc. and all of its subsidiaries.




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Included in this report are "forward-looking" statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") as well as historical information. Certain statements included in this Form 10-Q, 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. Examples of forward-looking statements include, but are not limited to:  (a) projections of our revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of our plans and objectives; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "believes," "budget," "target," "goal," "anticipate," "expect," "plan," "outlook," "objective," "may," "project," "intend," "estimate," or similar expressions. Any forward-looking statements herein are subject to certain risks and uncertainties in the business of Energizer Resources Inc. including but not limited to, planned capital expenditures, potential increases in prospective production costs, future cash flows and borrowings, pursuit of potential acquisition opportunities, the possibility that the industry may be subject to future regulatory or legislative actions (including additional taxes, changes in environmental regulation, changes in Madagascar French civil law and traditional Malagasy law,  and disclosure requirements under theDodd-Frank Wall Street Reform,  Consumer Protection Act and the Jumpstart our Business Startups Act of 2012), our financial position, business strategy and other plans, objectives for future operations, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of our Company. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
  Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our financial statements included herein.  Further, this quarterly report on Form 10-Q should be read in conjunction with our Financial Statements and Notes to Financial Statements included in our fiscal 2012 Annual Report on Form 10-K for the year ended June 30, 2012, filed with the Securities and Exchange Commission on September 24, 2012.  Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 24, 2012.
 
 In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.
 
 Our financial statements have been prepared in accordance with United States generally accepted accounting principles. We urge you to read this report in conjunction with the risk factors described herein.
 
 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.
  15
 
 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 at www.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$10,000.
  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 on www.sedar.com(which website is expressly not incorporated by reference into this filing).
 
 16
 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.
 
 If we are successful in completing additional financing in the form of an equity financing or securities convertible into equity, 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.
 
 Properties
 Madagascar 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.
  17
 
 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 the governing party in the province of Quebec, in particular the governing party is 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 December 31, 2012, 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.
 
 
 MADAGASCAR PROPERTIES
  
  18
 
 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.
  19
  
 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.
  20
 
 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 conducted by Fugro Airborne Surveys Ltd.
  21
 
 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:
 ●
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
  22
 
 Based on positive early indications of the presence of potentially economic grades and volumes of 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 known areas of vanadium enrichment and new areas, defined by the soil XRF survey.
 
 The discovery of potentially significant vanadium mineralization from prior programs resulted in the initiation of resource delineation 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
 
 Based on these results, 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 as a potential credit to our  NI 43-101 compliant vanadium resources 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:
  23
 
 ●
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 in advance of Madagascar’s rainy season. 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 potentially significant 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
 
 Next Steps
 Management anticipates releasing a Preliminary Economic Assessment (PEA) of the Molo graphite deposit in late February, 2013. The PEA study will be authored by the Company’s Engineering, Procurement, and Construction Management (EPCM) contractor based in South Africa.
 
 The outcomes of the Preliminary Economic Assessment study will determine whether further resource expansion drilling is necessary. Once completed, further infill drilling may be required to upgrade any Inferred Resources that fall 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.
  24
 
 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.  Previously, the map-staking grid, producing some of the small parcels, superimposes upon staked claims. There are no carried environmental liabilities on the property. All surface work requires provincial government permits, including camp construction permits. Our company is current with these permits.
 
 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.
 
 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.
  25
 
 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, including rent and office costs, and professional fees for management, investor relations, accounting, legal, and geo-scientists 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.
  26
 
 RESULTS OF OPERATIONS
 We have had no operating revenues from inception on March 1, 2004 through to the quarter ended December 31, 2012. Our activities have been financed from the proceeds of securities subscriptions.  From inception, on March 1, 2004, to December 31, 2012, we raised net aggregate proceeds of $39,908,654 from private offerings of our securities and $1,075,500 through the exercise of common share purchase warrants and stock options.  For the six month period ending December 31, 2012, a total of $1,809,549 (December 31, 2011: $Nil) and a total of $105,000 (December 31, 2011: $nil) was raised through the exercise of stock options.
 
 For the period from inception, March 1, 2004, to the second quarter ended December 31, 2012, we incurred a loss before income taxes of $71,275,627.  Expenses included $36,854,695 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 have also incurred $6,575,681 in professional fees since inception and general and administrative expenses of $7,052,185; stock based compensation valued at $23,115,904, net foreign exchange translation gains totaling $898,366, donated services and expenses of $18,750, and total other income (including interest) of $1,519,968.
 
 The following are explanations for the fluctuations during the six month period ended December 31, 2012:
 ·
Amounts spent on mineral properties totalled $2,288,357 (December 31, 2011: $2,159,851).  During the current period we incurred significant drilling costs, costs incurred in respect of our company’s recently released National Instrument (NI) 43-101 Resource statement for the Molo deposit.  Costs have also been incurred relating to our forthcoming Preliminary Economic Assessment (PEA) Study on our Green Giant graphite deposit.  Following our accounting policies of expensing acquisition costs and exploration expenses on mineral properties as incurred, this amount increased the net loss for the period.
 ·
Professional fees totalled $1,075,827 up $395,870 from the December 31, 2011 total of $679,957. General and administration relates to fees associated with running the Toronto and Madagascar offices.  These costs decreased by $382,368 between periods (December 31, 2012: $525,732, December 31, 2011: $908,100). When factoring in these expenses together, they are consistent.  There were reclassification entries booked between these two categories between years and hence they have been compared together. Specifically to professional fees, significant amount of time was allocated by the company’s management and geo-scientists to our company, and hence the charges increased.  In addition legal fees increased between the periods by approximately $200,000 due to costs incurred relating to our brokered private placement during November 2012. For the period ending December 31, 2011 travel costs where high mainly due to trips to Madagascar, Mauritius, Europe and to Australia to finalize the Malagasy joint venture agreement.   These costs were lower for the six month period ending December 31, 2012.
 ·
Investment income increased by $266,979 from $28,583 for December 31, 2011 to $295,562 for December 31, 2012.  Returns on the company’s passive investments was the reason for this increase.
 
 Liquidity, Capital Resources and Foreign Currencies
 As at December 31, 2012, we had cash on hand of $1,198,352.  Our working capital was $841,376.
  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.
  27
  In addition to paying certain expenses in Canadian dollars, we are also required, from time to time, to pay expenses in South African Rand, Australian Dollars and Madagascar Ariary. 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
 ·
From inception to June 30, 2004, we raised $59,750 through the issuance of 9,585,000 common shares.
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For the year ended June 30, 2005, we did not raise any capital from new financings.
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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.
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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.
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For the year ended June 30, 2008, we did not raise any capital from new financings.
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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.
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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.
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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.
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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.  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. Our management will continue to attempt to secure additional financing through both the public and private market sectors to meet our continuing commitments of capital expenditures. No assurance can be given that we will be able to obtain additional financing or that we will be able to obtain additional financing on terms that are favorable to us. If we are successful in completing additional financing  in  the form of an equity financing or securities convertible into equity, as necessary, existing shareholders will experience dilution of their interest in our company (see “Cautionary Note” above)
 
 Issuances of Securities
 We have funded our business to date from sales of our securities. During the period ended December 31, 2012, and since July 1, 2011, we issued the following unregistered securities:
 
 On December 16, 2011, we 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.
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 On March 4, 2012, $69,000 was raised through the exercise of 460,000 common stock purchase options at $0.15 per common share.
 
 On March 25, 2012, we closed a private placement with DRA Minerals Inc. (“DRA”) whereby we raised a total of $635,000 by issuing 2,540,000 shares of common stock at $0.25 per common share. This results in DRA having a current equity position in our company of approximately 1.5%. Under the terms of a Memorandum of Understanding signed during early 2012, DRA has the right to acquire up to a 5% equity position our company through private placement. Future private placements will be done at market conditions.
 
 During July 2012, $105,000 was raised through the exercise of 700,000 stock options at $0.15.
  On July 13, 2012, we issued 1,695,000 stock options to directors, officers and consultants of our company.
  During November 2012, we closed a brokered and non-brokered private placement raising a total of $2,032,500.  We  issued 5,807,142 shares of common stock at $0.35 per share and 2,903,571 common share purchase warrants at an exercise price 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.
  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.
 
 There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration and our venture will fail.
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 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.
  ITEM 3.  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 4.  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, December 31, 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, 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 effective as of December 31, 2012.
 
 Changes in Internal Control over Financial Reporting
 During the fiscal quarter ended December 31, 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.
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 PART II – OTHER INFORMATION
 
 ITEM 1.  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 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-Q, 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.
 
 You should carefully consider the following risk factors together with the other information contained in this Interim Report on Form 10-Q, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If any of the risk factors actually occur, our business, financial condition or results of operations could be materially adversely affected. 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. There have been no material changes to the risk factors previously discussed in Item 1A of our Company's Form 10-K for the year ended June 30, 2012, including but not limited, to the following:
 
 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 December 31, 2012, we had accumulated net losses of $71,275,627. 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.
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 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 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.
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 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,  Consumer Protection Act, Jumpstart our Business Startups Act of 2012,  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 OTCBB and 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 OTCBB and the OTCQB. The OTCBB and the OTCQB can be highly illiquid, in part because they do 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 OTCBB or 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 MKT. 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. 
 In addition to being quoted on the OTCBB and 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.
  33
 
 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.
  34
 
 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 internal controls 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.
 
 In the event that a material weakness is identified, 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.
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 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.
 
 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.
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 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.
 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.
  37
 
 We are subject to additional disclosure relating to the Iran Threat Reduction and Syria Human Rights Act of 2012
 As a result of the enactment of the Iran Threat Reduction and Syria Human Rights Act of 2012, our company is subject to additional disclosure requirements in its annual and quarterly Exchange Act reports filed after February 6, 2013.  If our company or its affiliates engaged in specified types of behavior during the period covered by the report, we will be required to disclose those activities.  Please contact Chief Financial Officer of our company immediately if you know or have any reason to believe that any of the activities or types of conduct listed below have been or may have been engaged in at any time during the period from October 1, 2012 up to the date of this report.  Please note that this inquiry relates to the activities or conduct of the company, any affiliate of the company, as well as to the conduct of any person who has acted or is acting on behalf of or for the benefit of any of them.  For purposes of this question an “affiliate” is defined as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a person. Specified activities requiring disclosure:  (a) activities or transactions relating to Iran’s ability to develop petroleum resources, maintain or expand Iran’s domestic production of refined petroleum products, or import refined petroleum products; (b) activities or transactions contributing to Iran’s ability to acquire or develop weapons of mass destruction or participating in a joint venture with the Government of Iran and certain other persons to mine, produce or transport uranium. (c) activities or transactions by foreign financial institutions (i) facilitating the ability of Iran and related persons to acquire or develop weapons of mass destruction or support terrorism, (ii) facilitating activities of persons subject to financial sanctions under certain United Nations Security Council Resolutions, or (iii) participate in money laundering or facilitate efforts by Iranian financial institutions to carry out activities described in (i) or (ii). (d) activities or transactions by foreign financial institutions or persons owned or controlled by a domestic financial institution, facilitating or providing financial services for certain persons, including Iran’s Revolutionary Guard Corps, whose property is blocked under the International Emergency Economic Powers Act; (e) activities or transactions supporting Iran’s acquisition or use of goods or technologies that are likely to be used to commit human rights abuses against the Iranian people or to restrict, disrupt or monitor the free flow of information; and/or (f) activities or transactions with persons who commit or support terrorism or who are or who support weapons of mass destruction proliferators, or the Government of Iran, any entity owned or controlled directly or indirectly by the Government of Iran, or any person acting or purporting to act on behalf of either of the foregoing, without the specific authorization of a U.S. Government agency.
 
 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.
  38
 
 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.
 
 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 at http://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.
 39
 
 SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  For the period from July 1, 2011 through December 31, 2012, our Company issued the following unregistered securities:
 
 On December 16, 2011 our Company issued 7,500,000 of our common shares valued at $1,350,000 as consideration for the Joint Venture Agreement with Malagasy Minerals Ltd.
  On March 4, 2012, $69,000 was raised through the exercise of 460,000 stock options at $0.15 per share.
  On March 25, 2012, the Company closed a private placement with DRA whereby the Company raised a total of $635,000 by issuing 2,540,000 of our common shares  at $0.25 per share.
 
 During July 2012, $105,000 was raised through the exercise of 700,000 stock options at $0.15 per share.
  On July 13, 2012, we issued 1,695,000 stock options to directors, officers and consultants of the Company.
  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 price 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 common share purchase warrants.  Each compensation common share purchase 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.
  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.
  40
 
 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
  There were no defaults upon senior securities during the period ended December 31, 2012.
 
 ITEM 4.  MINE SAFETY DISCLOSURES
  Not applicable.
  ITEM 5.  OTHER INFORMATION
  There is no information with respect to which information is not otherwise called for by this form.
 
 WHERE YOU CAN FIND MORE INFORMATION
 We file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings are available to the public over the Internet at the Commission’s website at http://www.sec.gov. The public may also read and copy any document we file with the Commission 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 Commission 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-Q.
  41
  ITEM 6. – EXHIBITS
  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
(filed herein)4.9
Agency Agreement relating to private placement completed during November 2012
(filed herein)10
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
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
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
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)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
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)31
Certification of Principal Financial & Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)32
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.  (filed herein)32
Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.  (filed herein)99
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)
  42
  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:February 13, 2013By:
/s/ J A Kirk McKinnonName: J A Kirk McKinnonTitle: President, Chief Executive Officer and DirectorDated:February 13, 2013By:
/s/ Peter D. LiabotisName: Peter D. LiabotisTitle: Senior Vice-President, Chief Financial Officer (Principal Accounting Officer)and Director
 
 
 43


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-Q 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
     December 31, 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: February 13, 2013


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


44





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-Q 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
     December 31, 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: February 13, 2013


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









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-Q for the period ending December 31, 2012, as
 filed with the Securities and Exchange Commission on the date hereof (the
 "Report"), I, J A Kirk McKinnon, Chief Executive Officer of the
 Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
 section 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:





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











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-Q for the period ending December 31, 2012,
 as filed with the Securities and Exchange Commission on the date hereof (the
 "Report"), I, Peter D. Liabotis, Chief Financial Officer (Principal
 Accounting Officer) of the Company, certify, pursuant to 18 U.S.C.
 section 1350, as adopted pursuant to section 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: February 13, 2013


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