---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

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

For the transition period from ______________ to ______________

COMMISSION FILE NUMBER000-52626

PENGRAM CORPORATION(Exact
name of registrant as specified in its charter)

|NEVADA                                                               | 68-0643436                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|1200 Dupont Street, Suite 2J                                         |                                     
|Bellingham, WA                                                       | 98225                               
|(Address of principal executive offices)                             | (Zip Code)                          

(360) 255-3436(Registrant's telephone number,
including area code)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

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. 
  [ x ]Yes[]
  No

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

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

|Large accelerated filer []                                                   | Accelerated filer []          
|---------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer [] (Do not check if a smaller
      reporting company) | 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[]
  No[ x ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
October 14, 2009, the Issuer had 54,207,144 Shares of Common Stock
outstanding.

---

PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, 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. 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 three and nine months ended August
31, 2009 are not necessarily indicative of the results that can be expected for
the year ending November 30, 2009.

As used in this Quarterly Report, the terms "we, "us, "our,
Pengram and the Company mean Pengram Corporation and its subsidiaries,
unless otherwise indicated. All dollar amounts in this Quarterly Report are in
U.S. dollars unless otherwise stated.

---

PENGRAM CORPORATION(An Exploration Stage Company)

THIRD QUARTER CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009(Unaudited) 
  (Stated in U.S. Dollars)

****

F-1

---

|PENGRAM CORPORATION           
|------------------------------
|(An Exploration Stage Company)
|                              
|CONSOLIDATED BALANCE SHEETS   
|(Unaudited)                   
|(Stated in U.S. Dollars)      

|                                                                 |   | AUGUST 31 |   |   | NOVEMBER 30 |  
|---------------------------------------------------------------- | - | --------- | - | - | ----------- | -
|                                                                 |   | 2009      |   |   | 2008        |  
|                                                                 |   |           |   |   |             |  
|ASSETS                                                           |   |           |   |   |             |  
|                                                                 |   |           |   |   |             |  
|Current                                                          |   |           |   |   |             |  
|Cash                                                             | $ | -         |   | $ | 29,926      |  
|Marketable
      securities (Note 10)                            |   | 10,367    |   |   | -           |  
|Notes receivable (Note 10)                                       |   | 50,000    |   |   | -           |  
|Total Current Assets                                             |   | 60,367    |   |   | 29,926      |  
|                                                                 |   |           |   |   |             |  
|Computer Equipment, net of depreciation(Note 3)                  |   | 379       |   |   | 758         |  
|Mineral Property Acquisition Costs(Note 4)                       |   | 440,100   |   |   | -           |  
|Advances(Note 10)                                                |   | -         |   |   | 110,367     |  
|                                                                 |   |           |   |   |             |  
|Total Assets                                                     | $ | 500,846   |   | $ | 141,051     |  
|                                                                 |   |           |   |   |             |  
|LIABILITIES                                                      |   |           |   |   |             |  
|                                                                 |   |           |   |   |             |  
|Current                                                          |   |           |   |   |             |  
|Bank indebtedness                                                | $ | 2,650     |   | $ | -           |  
|Accounts
      payable and accrued liabilities                   |   | 143,809   |   |   | 93,040      |  
|Amounts due to related parties                                   |   | 18,000    |   |   | 6,000       |  
|Amount due
      to shareholder                                  |   | 1,920     |   |   | 1,000       |  
|Promissory note payable (Note
      4)                           |   | 55,575    |   |   | -           |  
|Promissory
      notes payable to related parties (Note 5)       |   | 30,403    |   |   | 21,901      |  
|Loan payable (Note 6)                                            |   | 10,915    |   |   | 10,164      |  
|Convertible
      notes (Note 8)                                 |   | 35,379    |   |   | -           |  
|Unit subscriptions received
      (Note 8)                       |   | -         |   |   | 67,500      |  
|Total Current Liabilities                                        |   | 298,651   |   |   | 199,605     |  
|                                                                 |   |           |   |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                                |   |           |   |   |             |  
|                                                                 |   |           |   |   |             |  
|Capital Stock(Note 7)                                            |   |           |   |   |             |  
|Authorized:                                                      |   |           |   |   |             |  
|100,000,000 preferred stock with a par value of $0.001
      per |   |           |   |   |             |  
|share                                                            |   |           |   |   |             |  
|300,000,000 common voting stock with a par value of
      $0.001 |   |           |   |   |             |  
|per
      share                                                  |   |           |   |   |             |  
|                                                                 |   |           |   |   |             |  
|Issued:                                                          |   |           |   |   |             |  
|54,207,144 common shares as at August
      31, 2009 and         |   |           |   |   |             |  
|47,997,144 as at November 30, 2008                               |   | 54,207    |   |   | 47,997      |  
|                                                                 |   |           |   |   |             |  
|Additional Paid-In Capital                                       |   | 582,595   |   |   | 125,284     |  
|Share Purchase Warrants                                          |   | 83,179    |   |   | 35,700      |  
|Accumulated Deficit During The Exploration Stage                 |   | (517,786  | ) |   | (267,535    | )
|Total Stockholders Equity (Deficiency)                          |   | 202,195   |   |   | (58,554     | )
|                                                                 |   |           |   |   |             |  
|Total Liabilities And Stockholders Equity (Deficiency)          | $ | 500,846   |   | $ | 141,051     |  

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

F-2

---

|PENGRAM CORPORATION                  
|-------------------------------------
|(An Exploration Stage Company)       
|                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(Unaudited)                          
|(Stated in U.S. Dollars)             

|                           |   |            |   |   |            |   |   |            |   |   |            |   |   | CUMULATIVE  |  
|-------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   | PERIOD FROM |  
|                           |   | THREE      |   |   | NINE       |   |   | INCEPTION  |  
|                           |   | MONTHS     |   |   | MONTHS     |   |   | APRIL 28   |  
|                           |   | ENDED      |   |   | ENDED      |   |   | 2006 TO    |  
|                           |   | AUGUST 31  |   |   | AUGUST 31  |   |   | AUGUST 31  |  
|                           |   | 2009       |   |   | 2008       |   |   | 2009       |   |   | 2008       |   |   | 2009        |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Revenue                    | $ | -          |   | $ | -          |   | $ | -          |   | $ | -          |   | $ | -           |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Expenses                   |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Bank charges and           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|interest                   |   | 4,333      |   |   | 732        |   |   | 11,245     |   |   | 1,758      |   |   | 14,341      |  
|Consulting fees            |   | -          |   |   | -          |   |   | -          |   |   | 400        |   |   | 2,350       |  
|Depreciation
      expense |   | 127        |   |   | 126        |   |   | 379        |   |   | 379        |   |   | 1,137       |  
|Filing and regulatory      |   | 2,019      |   |   | 995        |   |   | 4,769      |   |   | 3,122      |   |   | 14,408      |  
|Finance charges            |   | 23,105     |   |   | -          |   |   | 30,764     |   |   | -          |   |   | 30,764      |  
|Incorporation costs        |   | -          |   |   | -          |   |   | 1,262      |   |   | -          |   |   | 3,382       |  
|Investor
      relations   |   | 4,200      |   |   | -          |   |   | 4,200      |   |   | -          |   |   | 4,200       |  
|Management fees            |   | 9,000      |   |   | -          |   |   | 27,000     |   |   | 2,800      |   |   | 83,600      |  
|Mineral property           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|exploration
      costs    |   | 40,686     |   |   | -          |   |   | 50,414     |   |   | -          |   |   | 59,914      |  
|Office and                 |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|administrative             |   | 1,379      |   |   | 1,203      |   |   | 6,888      |   |   | 3,390      |   |   | 30,921      |  
|Professional
      fees    |   | 35,168     |   |   | 6,612      |   |   | 113,330    |   |   | 37,307     |   |   | 266,769     |  
|Write-off of mineral       |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|property
      costs       |   | -          |   |   | 6,000      |   |   | -          |   |   | 6,000      |   |   | 6,000       |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Net Loss For The Period    | $ | (120,017   | ) | $ | (15,668    | ) | $ | (250,251   | ) | $ | (55,156    | ) | $ | (517,786    | )
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Basic And Diluted Loss     |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Per Share                  | $ | (0.01      | ) | $ | (0.01      | ) | $ | (0.01      | ) | $ | (0.01      | ) |   |             |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Weighted Average           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Number Of Common           |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Shares Outstanding         |   | 54,166,057 |   |   | 44,997,144 |   |   | 53,937,071 |   |   | 44,997,144 |   |   |             |  

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

F-3

---

|PENGRAM CORPORATION                  
|-------------------------------------
|(An Exploration Stage Company)       
|                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Unaudited)                          
|(Stated in U.S. Dollars)             

|                                                               |   |           |   |   |           |   |   | CUMULATIVE  |  
|-------------------------------------------------------------- | - | --------- | - | - | --------- | - | - | ----------- | -
|                                                               |   |           |   |   |           |   |   | PERIOD FROM |  
|                                                               |   | NINE      |   |   | INCEPTION |  
|                                                               |   | MONTHS    |   |   | APRIL 28  |  
|                                                               |   | ENDED     |   |   | 2006 TO   |  
|                                                               |   | AUGUST 31 |   |   | AUGUST 31 |  
|                                                               |   | 2009      |   |   | 2008      |   |   | 2009        |  
|                                                               |   |           |   |   |           |   |   |             |  
|Cash (Used In) Operating Activities                            |   |           |   |   |           |   |   |             |  
|Net loss for the period                                        | $ | (250,251  | ) | $ | (55,156   | ) | $ | (517,786    | )
|Adjustment
      for items not effecting cash:                 |   |           |   |   |           |   |   |             |  
|Depreciation                                                   |   | 379       |   |   | 379       |   |   | 1,137       |  
|Finance charges on convertible notes                           |   | 30,764    |   |   | -         |   |   | 30,764      |  
|Foreign exchange                                               |   | (1,025    | ) |   | -         |   |   | (1,025      | )
|Accrued interest payable                                       |   | 10,584    |   |   | 1,403     |   |   | 12,649      |  
|Write-off of mineral property costs                            |   | -         |   |   | 6,000     |   |   | 6,000       |  
|Changes in
      non-cash operating working capital items:     |   |           |   |   |           |   |   |             |  
|Deposits                                                       |   | -         |   |   | 375       |   |   | -           |  
|Accounts payable and accrued liabilities                       |   | 47,053    |   |   | 15,166    |   |   | 140,093     |  
|Amounts due to related parties                                 |   | 12,000    |   |   | -         |   |   | 18,000      |  
|                                                               |   | (150,496  | ) |   | (31,833   | ) |   | (310,168    | )
|Cash Provided By (Used In) Investing Activities                |   |           |   |   |           |   |   |             |  
|Advances                                                       |   | 50,000    |   |   | (35,000   | ) |   | (60,367     | )
|Mineral property acquisition
      costs                       |   | (10,000   | ) |   | -         |   |   | (16,000     | )
|Purchase
      of computer equipment                           |   | -         |   |   | -         |   |   | (1,516      | )
|                                                               |   | 40,000    |   |   | (35,000   | ) |   | (77,883     | )
|Cash Provided By Financing Activities                          |   |           |   |   |           |   |   |             |  
|Common stock issuable                                          |   | -         |   |   | 80,000    |   |   | -           |  
|Unit subscriptions
      received                              |   | -         |   |   | 10,000    |   |   | -           |  
|Issuance of convertible notes                                  |   | 70,000    |   |   | -         |   |   | 137,500     |  
|Issuance
      of common stock                                 |   | -         |   |   | -         |   |   | 208,981     |  
|Promissory notes payable
      to related parties              |   | 7,000     |   |   | 20,000    |   |   | 27,000      |  
|Loan payable                                                   |   | -         |   |   | -         |   |   | 10,000      |  
|Amount due to shareholder                                      |   | 920       |   |   | 1,000     |   |   | 1,920       |  
|Bank indebtedness                                              |   | 2,650     |   |   | -         |   |   | 2,650       |  
|                                                               |   | 80,570    |   |   | 111,000   |   |   | 388,051     |  
|                                                               |   |           |   |   |           |   |   |             |  
|Increase (Decrease) In Cash                                    |   | (29,926   | ) |   | 44,167    |   |   | -           |  
|Cash, Beginning Of Period                                      |   | 29,926    |   |   | 3,766     |   |   | -           |  
|                                                               |   |           |   |   |           |   |   |             |  
|Cash, End Of Period                                            | $ | -         |   | $ | 47,933    |   | $ | -           |  
|                                                               |   |           |   |   |           |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information               |   |           |   |   |           |   |   |             |  
|Cash paid during the period
      for:                         |   |           |   |   |           |   |   |             |  
|Interest                                                       | $ | -         |   | $ | -         |   | $ | -           |  
|Income taxes                                                   | $ | -         |   | $ | -         |   | $ | -           |  
|                                                               |   |           |   |   |           |   |   |             |  
|Non-Cash Financing And Investing Activities                    |   |           |   |   |           |   |   |             |  
|Shares received
      from Solfotara Minerals Corp. (Note 10)  | $ | 10,367    |   | $ | -         |   | $ | 10,367      |  
|Shares issued for mineral
      property acquisition costs     |   |           |   |   |           |   |   |             |  
|(Note
      4)                                                 | $ | 373,500   |   | $ | -         |   | $ | 373,500     |  
|Promissory note payable for
      mineral property acquisition |   |           |   |   |           |   |   |             |  
|costs
      (Note 4)                                           | $ | 56,600    |   | $ | -         |   | $ | 56,600      |  

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

F-4

---

|PENGRAM CORPORATION                                    
|-------------------------------------------------------
|(An Exploration Stage Company)                         
|                                                       
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)         
|                                                       
|PERIOD FROM INCEPTION APRIL 28, 2006 TO AUGUST 31, 2009
|(Stated in U.S. Dollars)                               

|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   | ACCUMULATED    |   |   |          |  
|--------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ---------- | - | - | ----------- |  | - | -------------- | - | - | -------- | -
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   | DEFICIT DURING |   |   |          |  
|                                                          |  |              |  |   |         |  |   | ADDITIONAL |   |   | SHARE       |  |   | THE            |   |   |          |  
|                                                          |  | COMMON STOCK |  |   | PAID-IN |  |   | PURCHASE   |   |   | EXPLORATION |  |   |                |  
|                                                          |  | SHARES       |  |   | AMOUNT  |  |   | CAPITAL    |   |   | WARRANTS    |  |   | STAGE          |   |   | TOTAL    |  
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|June 19, 2006  stock issued for cash
      at $0.001     |  | 27,000,000   |  | $ | 27,000  |  | $ | (18,000    | ) | $ | -           |  | $ | -              |   | $ | 9,000    |  
|Stock issued for cash $0.01 in private placement          |  | 17,997,144   |  |   | 17,997  |  |   | 101,984    |   |   | -           |  |   | -              |   |   | 119,981  |  
|Net loss for the period                                   |  | -            |  |   | -       |  |   | -          |   |   | -           |  |   | (20,112        | ) |   | (20,112  | )
|Balance, November 30, 2006                                |  | 44,997,144   |  |   | 44,997  |  |   | 83,984     |   |   | -           |  |   | (20,112        | ) |   | 108,869  |  
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |   |   | -           |  |   | (108,384       | ) |   | (108,384 | )
|Balance, November 30, 2007                                |  | 44,997,144   |  |   | 44,997  |  |   | 83,984     |   |   | -           |  |   | (128,496       | ) |   | 485      |  
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|September 4, 2008  units issued for cash
      at        |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|$0.03                                                     |  | 3,000,000    |  |   | 3,000   |  |   | 41,300     |   |   | 35,700      |  |   | -              |   |   | 80,000   |  
|Net loss for the year                                     |  | -            |  |   | -       |  |   | -          |   |   | -           |  |   | (139,039       | ) |   | (139,039 | )
|Balance, November 30, 2008                                |  | 47,997,144   |  |   | 47,997  |  |   | 125,284    |   |   | 35,700      |  |   | (267,535       | ) |   | (58,554  | )
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|Stock issued for mineral property                         |  | 6,000,000    |  |   | 6,000   |  |   | 294,000    |   |   | -           |  |   | -              |   |   | 300,000  |  
|Relative fair value allocation of convertible
      notes |  | -            |  |   | -       |  |   | 90,021     |   |   | 47,479      |  |   | -              |   |   | 137,500  |  
|Stock issued under assignment agreement                   |  | 150,000      |  |   | 150     |  |   | 37,350     |   |   | -           |  |   | -              |   |   | 37,500   |  
|Stock issued pursuant to extension agreement              |  | 60,000       |  |   | 60      |  |   | 35,940     |   |   | -           |  |   | -              |   |   | 36,000   |  
|Net loss for the period                                   |  | -            |  |   | -       |  |   | -          |   |   | -           |  |   | (250,251       | ) |   | (250,251 | )
|                                                          |  |              |  |   |         |  |   |            |   |   |             |  |   |                |   |   |          |  
|Balance, August 31, 2009                                  |  | 54,207,144   |  | $ | 54,207  |  | $ | 582,595    |   | $ | 83,179      |  | $ | (517,786       | ) | $ | 202,195  |  

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

F-5

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The unaudited financial information furnished herein
        reflects all adjustments, all of which are of a normal recurring nature,
        which in the opinion of management are necessary to fairly state the interim
        consolidated financial position of Pengram Corporation (the Company)
        and the results of its operations for the periods presented. This report
        on Form 10-Q should be read in conjunction with the Companys financial
        statements and notes thereto included in the Companys Form 10-K
        for the fiscal year ended November 30, 2008. The Company assumes that
        the users of the interim financial information herein have read or have
        access to the audited financial statements for the preceding fiscal year
        and that the adequacy of additional disclosure needed for a fair presentation
        may be determined in that context. Accordingly, footnote disclosure, which
        would substantially duplicate the disclosure contained in the Companys
        Form 10-K for the fiscal year ended November 30, 2008, has been omitted.
        The results of operations for the nine month period ended August 31, 2009
        are not necessarily indicative of results for the entire fiscal year ending
        November 30, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Certain amounts for prior periods have been reclassified
        to conform to current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements include the
        accounts of Pengram Corporation (the Company) and its wholly
        owned subsidiaries, Magellan Acquisition Corp. (Nevada) (MAC)
        and Clisbako Minerals Inc. (British Columbia) (CMI). All intercompany
        balances have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company was incorporated in the State of Nevada,
        U.S.A., on April 28, 2006. The Companys principal executive offices
        are in Bellingham, Washington, U.S.A. The Companys year end is November
        30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resource properties. The Company has not commenced business
        operations. The Company is an exploration stage company as defined in
        the Securities and Exchange Commission (S.E.C.) Industry Guide
        No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Forward Stock Split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the nine month period ended August
        31, 2009, the Company completed a three-for-one forward stock split of
        their common stock. The Companys authorized common stock was increased
        from 100,000,000 shares with a par value of $0.001 per share to 300,000,000
        shares with a par value of $0.001. Share and per share dates (except par
        value) for the periods presented have been adjusted to reflect the effects
        of this stock split.                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The accompanying financial statements have
        been prepared assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | As shown in the accompanying financial statements,
        the Company has incurred a net loss of $517,786 for the period from April
        28, 2006 (inception) to August 31, 2009, and has no revenues. The future
        of the Company is dependent upon its ability to obtain financing and upon
        future profitable operations from the development of its natural resource
        properties. Management has plans to seek additional capital through a
        private placement and public offering of its common stock. The financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The financial statements of the Company have
        been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The financial statements have, in managements
        opinion, been properly prepared within the framework of the significant
        accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-7

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-8

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           

F-9

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           

F-10

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           

NINE MONTHS ENDEDAUGUST 312009
      
      
      2008Convertible notes
      
      2,842,300
      
      
      -Stock options
      
      -
      
      
      -Share purchase warrants
      
      4,650,000
      
      
      3,000,000


| | k) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company has adopted Statement of Financial Accounting
        Standards No. 109  Accounting for Income Taxes (SFAS
        109). This standard requires the use of an asset and liability approach
        for financial accounting and reporting on income taxes. If it is more
        likely than not that some portion or all of a deferred tax asset will
        not be realized, a valuation allowance is recognized.                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | l) | Impairment of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In accordance with Statement of Financial Accounting
        Standards No. 144 (SFAS 144), Accounting for the Impairment
        or Disposal of Long-Lived Assets, the Company records impairment
        losses on long-lived assets used in operations when indicators of impairment
        are present and the undiscounted cash flows estimated to be generated
        by those assets are less than the assets carrying amount. In such
        cases, the amount of the impairment is determined based on the relative
        fair values of the impaired assets. The Company tests the recoverability
        of the assets whenever events or changes in circumstances indicate that
        its carrying amount may not be recoverable.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | m) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company has adopted Statement of Financial Accounting
        Standards No. 143 (SFAS 143), Accounting for Asset Retirement
        Obligations, which requires that an asset retirement obligation
        (ARO) associated with the retirement of a tangible long-lived
        asset be recognized as a liability in the period which it is incurred
        and becomes determinable, with an offsetting increase in the carrying
        amount of the associated asset.                                                                                                                                                                                                                                                                 

F-11

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   | o)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-12

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           

| | Level 1: | Observable inputs such as quoted prices in active
      markets;                                                                              
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                               
| | Level 2: | Inputs, other than the quoted prices in active
      markets, that are observable either directly or indirectly; and                          
| |          |                                                                                                                                               
| | Level 3: | Unobservable inputs in which there is
      little or no market data, which require the reporting entity to develop
      its own assumptions.

| |    | The Company measured their marketable securities using
        Level 3 fair value assumptions as at August 31, 2009. The fair value of
        the common shares received (see Note 10) was determined as the difference
        between the Companys cash advances paid and the cash advances to
        be recovered from Solfotara Minerals Corp. The Company did not have any
        fair value adjustments for assets and liabilities measured at fair value
        on a nonrecurring basis during the nine month period ended August 31,
        2009.                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | q) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In May 2008, the FASB issued SFAS No. 162, The
        Hierarchy of Generally Accepted Accounting Principles, orSFAS 162. SFAS 162 is intended to improve financial reporting by identifying
        a consistent framework, or hierarchy, for selecting accounting principles
        to be used in preparing financial statements that are presented in conformity
        with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60
        days following the Securities and Exchange Commissions approval
        of the Public Company Accounting Oversight Boards amendments to
        AU Section 411, The Meaning of Present Fairly in Conformity with
        Generally Accepted Accounting Principles. The Company is currently
        evaluating the impact of adopting SFAS 162 but does not expect that it
        will have a significant effect on its financial position, cash flows or
        results of operations.

F-13

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-14

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|3. | COMPUTER EQUIPMENT                        

| |                    |   | AUGUST 31 |  |   | NOVEMBER 30  | 
| | ------------------ | - | --------- |  | - | ------------ | 
| |                    |   | 2009      |  |   | 2008         | 
| |                    |   |           |  |   | ACCUMULATED  | 
| |                    |   | COST      |  |   | AMORTIZATION | 
| |                    |   |           |  |   |              | 
| | Computer Equipment | $ | 1,516     |  | $ | 1,137        | 

F-15

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the period ended November 30, 2006,
        the Company entered into a purchase agreement to acquire an undivided
        100% interest in a mineral claim (known as the Spelter property)
        located in the Yellow Pine Mining District, Clark County, Nevada. The
        consideration was $6,000 cash (paid) on execution of the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended November 30, 2008, the
        Company abandoned and wrote off all costs incurred with respect to the
        Spelter property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On December 16, 2008, the Company entered
        into a purchase agreement to acquire an undivided 100% interest in a group
        of ten mineral claims (collectively known as the Clisbako
        claims) located in the Cariboo Mining Division of British Columbia, Canada.
        Consideration for the claims was 6,000,000 shares (issued  see Note
        7(a)) of the Companys common stock and the issuance to the vendor
        of a promissory note in the amount of $55,575 (CDN$70,000) payable June
        30, 2009. During the nine month period ended August 31, 2009, the Company
        reached an agreement with the vendor to extend the deadline of the promissory
        note to December 31, 2009. In consideration of the extension of the deadline,
        the Company issued 60,000 common shares to the vendor with a fair value
        of $36,000. The promissory note is unsecured and free of interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 29, 2009, the Company entered into
        an assignment agreement to acquire an undivided 100% interest in a series
        of mineral claims (collectively known as the Eureka claims)
        situated in the Eureka County, Esmeralda County and Mineral County, Nevada.
        Consideration for the claims is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-16

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|4. | MINERAL PROPERTY(Continued)
|-- | ---------------------------

| |                  |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |  |   | AUGUST 31 | 
| | ---------------- | - | ----------- |  | - | --------- |  | - | ---------- |  | - | --------- | 
| |                  |   | 2008        |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2009      | 
| | Mineral Property |   |             |  |   |           |  |   |            |  |   |           | 
| |                  |   |             |  |   |           |  |   |            |  |   |           | 
| | Clisbako claims  | $ | -           |  | $ | 392,600   |  | $ | -          |  | $ | 392,600   | 
| | Eureka claims    |   | -           |  |   | 47,500    |  |   | -          |  |   | 47,500    | 
| |                  |   |             |  |   |           |  |   |            |  |   |           | 
| |                  | $ | -           |  | $ | 440,100   |  | $ | -          |  | $ | 440,100   | 

| |                  |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |   |   | NOVEMBER 30 | 
| | ---------------- | - | ----------- |  | - | --------- |  | - | ---------- | - | - | ----------- | 
| |                  |   | 2007        |  |   | ADDITIONS |  |   | IMPAIRED   |   |   | 2008        | 
| | Mineral Property |   |             |  |   |           |  |   |            |   |   |             | 
| |                  |   |             |  |   |           |  |   |            |   |   |             | 
| | Spelter claims   | $ | 6,000       |  | $ | -         |  | $ | (6,000     | ) | $ | -           | 

|5. | PROMISSORY NOTES PAYABLE TO RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On December 19, 2007, the Company entered into a promissory
        note whereby it borrowed $20,000. The note is unsecured, repayable on
        demand and bears interest at 10% per annum, payable annually. As at August
        31, 2009, a total of $3,403 has been accrued as interest payable on the
        loan. During the year ended November 30, 2008, the owner of the company
        holding the promissory note became an officer and director of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On August 26, 2009, the Company received two demand
        loans for a total of $7,000 from companies controlled by an officer and
        director of the Company. These notes are unsecured, repayable on demand
        and free of interest.                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On October 1, 2008, the Company received a loan from
        an arms length party of $10,000. The loan is unsecured, repayable
        on demand and bears interest at 10% per annum, payable annually. As at
        August 31, 2009, a total of $915 has been accrued as interest payable
        on the loan.                                                                                                                                                              

F-17

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|7. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   | b)           
|   |              
|   |              

NUMBER OF
      EXERCISE
      EXPIRYSHARES
      PRICE
      DATE3,000,000
      $ 0.033
      September 4, 20101,650,000
      $ 0.083
      April 30, 20104,650,000


F-18

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|7. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

| |                                     |  |           |  |   | WEIGHTED | 
| | ----------------------------------- |  | --------- |  | - | -------- | 
| |                                     |  |           |  |   | AVERAGE  | 
| |                                     |  | NUMBER OF |  |   | EXERCISE | 
| |                                     |  | SHARES    |  |   | PRICE    | 
| | Balance, November 30, 2006 and 2007 |  | -         |  | $ | -        | 
| | Issued                              |  | 3,000,000 |  | $ | 0.033    | 
| | Balance, November 30, 2008          |  | 3,000,000 |  | $ | 0.033    | 
| | Issued (Note 8)                     |  | 1,650,000 |  | $ | 0.083    | 
| | Balance, August 31, 2009            |  | 4,650,000 |  | $ | 0.05     | 

| |    | The fair value of the warrants issued during the year
        ended November 30, 2008 for services was measured at the award date using
        the Black-Scholes option pricing model with the following weighted average
        assumptions: expected dividend yield of 0%; average risk free interest
        rate of 4.90%; expected volatility of 162% and a term of 0.75 years.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                       
| |    | The fair value of the warrants issued during the nine
        month period ended August 31, 2009 was measured as disclosed in Note 8.                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                       
| | c) | Stock Options                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                       
| |    | As at August 31, 2009, the Company does not have an
        incentive stock option plan.                                                                                                                                                                                                                                                                                              

F-19

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|8. | CONVERTIBLE NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On April 30, 2009, the Company issued 55, $2,500 Convertible
        Notes (the notes) in the aggregate amount of $137,500 due
        and payable on or before October 31, 2010, with interest charged at the
        rate of 10% per annum payable annually. Attached to the Notes were 550,000
        share purchase warrants (10,000 attached to each of the 55 notes). Each
        warrant entitles the holder to purchase three shares of the Companys
        common stock for a period expiring one year from the date of issuance
        of the notes at an exercise price of $0.25 ($0.083 per share). At the
        election of the holder, the notes and interest accrued thereon are convertible
        into such number of shares of the Companys common stock as shall
        be equal to the principal amount of the convertible note to be converted
        divided by $0.05. Conversion of the notes does not affect the warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended November 30, 2008, the Company
        had received $67,500 towards the convertible notes offering. Prior to
        April 30, 2009, the Company received the remaining $70,000 towards this
        offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has allocated the proceeds received between
        the notes and the detachable warrants on a relative fair value basis.
        The fair value of the warrants was estimated using the Black-Scholes option
        pricing model at the date of issue with the following weighted average
        assumptions: expected dividend yield of 0%; average risk free interest
        rate of 0.63%; expected volatility of 229% and a term of 1.0 year. The
        fair value of the notes was estimated by multiplying the number of shares
        that would result from an immediate exercise of the conversion option,
        by the market price on the date of issue. The relative fair values of
        the notes and the warrants determine the debt discount attributable to
        the warrants. The result was $47,479 of the proceeds being allocated to
        the warrants and $90,021 being allocated to the notes. The resulting discount
        on the notes is amortized over the term of the notes to maturity such
        that, in the absence of any conversions, the carrying value of the notes
        at maturity would be equal to the face amount of $137,500. In the event
        of a conversion of any or all of the face amount of the notes, the proportionate
        amount of the unamortized discount as of the date of conversion is immediately
        charged to operations.

F-20

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|8. | CONVERTIBLE NOTES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In accordance with the provisions of EITF Issue No.
        00-27 Application of Issue No. 98-5 to Certain Convertible Instruments
        (EITF 00-27), the Company determines any intrinsic value beneficial
        conversion feature on the notes by comparing the market price of the Companys
        common stock at issuance of the notes to the effective conversion price
        of the notes, as determined by dividing the proceeds allocated to the
        notes by the number of shares that would result from an immediate exercise
        of the conversion option. The initial beneficial conversion feature was
        determined to be $734,250; however, in accordance with the provisions
        of EITF 00-27, it is limited to the proceeds allocated to the notes, being
        $90,021. This beneficial conversion feature is recorded as an immediate
        charge to additional paid-in capital and a further discount on the convertible
        note carrying value. This further discount is amortized over the term
        of the notes to maturity. In the event of a conversion of any, or all
        of, the face amount of the notes, the proportionate amount of the unamortized
        beneficial conversion feature as of the date of conversion is immediately
        charged to operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the nine month period ended August 31, 2009,
        the Company recorded as finance charges, $10,623 of amortization of the
        discount resulting from the allocation of proceeds to the warrants and
        a further $20,141 of the intrinsic value beneficial conversion feature,
        leaving total unamortized amounts of $106,736.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the nine month period ended August 31, 2009,
        no amounts of principal or accrued interest were converted into shares
        of the Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the nine month period ended August 31, 2009,
        the Company paid management fees for services performed in the amount
        of $Nil (2008 - $2,800) to a former director and paid or accrued a total
        of $27,000 (2008 - $Nil) to the board of directors of MAC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-21

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|10. | NOTES RECEIVABLE AND ADVANCES                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company entered into a letter of intent
        dated August 6, 2008 with Magellan Copper and Gold PLC (Magellan)
        to acquire 100% of the issued and outstanding shares of Magellan Resources
        PTE Ltd. and St. Anthony Resources PTE Ltd. (Magellan Subsidiaries).
        Consideration for the transaction will consist of the following:
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | Pending the closing of the transaction, the
        Company will advance $35,000 per month to Magellan for payment of expenses
        related to the mineral properties held by Magellan Subsidiaries. During
        the year ended November 30, 2008, the Company advanced a total of $110,367
        to Magellan in connection with the letter of intent.    
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | On December 15, 2008, the Company decided
        not to pursue with the letter of intent and entered into an agreement
        with Solfotara Minerals Corp., a private Canadian company, whereby the
        Company would transfer their option to acquire the Magellan Subsidiaries
        for consideration as follows:                                     
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | 1. $20,000 cash payment within three days
        of the agreement date (received in February 2009); 
        2. $30,000 note receivable due March 15, 2009 and free of interest; 
        3. $50,000 note receivable due June 15, 2009 and free of interest; and
        
        4. 250,000 shares of common stock (received in February 2009).                 
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | The total value attributed to the common stock
        received from Solfotara Minerals Corp. was $10,367, or approximately $0.04
        per share.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | During the nine month period ended August
        31, 2009, the Company and the vendor verbally amended the terms as follows:                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | 1. $30,000 note receivable due March 15, 2009
        is now due April 15, 2009 (received in July 2009); 
        2. $50,000 note receivable due June 15, 2009 is now due July 15, 2009
        (received in September 2009).                                                                                                                                     

F-22

---

|PENGRAM CORPORATION                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                    
|AUGUST 31, 2009                                     
|(Unaudited)                                         
|(Stated in U.S. Dollars)                            

|11. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|    | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters. Rental of premises and investor relations
        services are provided on a month-to-month basis.
|    |                                                                                                                                                                                                                                                                                       
|12. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|    | The Company received payment of the $50,000 note receivable
        as disclosed in Note 10.                                                                                                                                                                                          

F-23

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate, "believe, "estimate, "should, "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Part II - Item 1A. Risk
Factors, and elsewhere in this Quarterly Report. We advise you to carefully
review the reports and documents we file from time to time with the United
States Securities and Exchange Commission (the SEC), particularly our periodic
reports filed with the SEC pursuant to the Securities Exchange Act of 1934.

OVERVIEW

We were incorporated on April 28, 2006 under the laws of the
State of Nevada.

Our business plan is to assemble a portfolio of mineral
properties with gold potential and to engage in the exploration and development
of these properties. We currently own a 100% interest in the Clisbako Property
and the Texada Gold Property, and have an option to acquire the Golden Snow
Project, the Fish Project and the CPG Project. Our properties are described
in detail below.

Clisbako Property

Our main mineral property is the Clisbako Property, which we
own a 100% interest. The Clisbako Property covers an area of approximately 3,388
hectares and is located in the Interior Plateau Region of north central British
Columbia. It is composed of ten contiguous mineral claims, situated within the
Cariboo Mining Division. The claims are situated approximately 125 kilometers
west of Quesnel, British Columbia

Our acquisition of the Clisbako Property was completed under
the terms of a purchase agreement dated December 16, 2008 with Bako Resources
Inc. (Bako). Under the terms of the purchase agreement, we issued to Bako
2,000,000 pre-split (6,000,000 post-split) shares and a promissory note in the
amount of $55,575 (CDN $70,000) payable on June 30, 2009. On July 23, 2009, we
entered into an extension agreement with Bako to extend the due date of the
promissory to December 31, 2009. In consideration of the extension, we issued
60,000 shares of our common stock to Bako.

Golden Snow Project, Fish Project and CPG Project

We also hold an option to acquire a 100% undivided interest
(the Option) in certain mineral properties known as the Golden Snow Project in
Eureka County, Nevada, the Fish Project in Esmeralda County, Nevada and the CPG
Project in Mineral County, Nevada (collectively, the Optioned Properties). Our
acquisition of the option was completed pursuant to the terms and conditions of
an assignment agreement (the Assignment Agreement) dated May 29, 2009 with
Portal Resources Ltd. (PRL) and Portal Resources US Inc.s (the Assignor).
Under the terms of the Assignment Agremeent, the Assignor assigned all of its
rights and interest in the an option agreement (the Option Agreement) dated
August 28, 2008 among the Assignor, Claremont Nevada Mines LLC (Claremont),
Scoonover Exploration LLC (Scoonover) and JR Exploration LLC (JR). In
consideration of the assignment, we issued 150,000 shares of common stock to
PRL.

3

---

In order to maintain and exercise the Option, we will be
required to:

|(a) | pay to Claremont:                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                                                                     
|    | (iii)                                                                                                                                                                                                                                    
|    | (iv)                                                                                                                                                                                                                                     
|    | (v)                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                          
|(b) | pay the annual claim maintenance fees for the Optioned
      Properties during the term of the Option. The Optioned Properties are in
      good standing until September 1, 2010; and                                                   
|    |                                                                                                                                                                                                                                          
|(c) | pay $1,000 to Claremont in conjunction with the delivery
      to Claremont of a copy of a mine plan of operations in respect of the
      Optioned Properties, or a final feasibility study in respect of the
      Optioned Properties.

Upon our exercising of the Option, Claremont, Scoonover and JR
will collectively reserve a 3% net smelter royalty on the Optioned Properties.
We may purchase up to 2% of the royalty for $500,000 per 1% of the royalty.

Golden Snow Project

The Golden Snow Project consists of 113 unpatented mining
claims covering approximately 3.5 square miles eight miles southwest of Eureka,
Nevada. The Golden Snow Project is contiguous to the southern end of Staccato
Golds Lookout Mountain property, which has identified several mineralized
areas. Substantial exploration work has been conducted on the Golden Snow
Project, including geological mapping, obtaining 932 soil samples and detailed
gravity geophysical surveys. The soil sampling program identified numerous zones
with large, coherent clusters of anomalous gold, arsenic, antimony, mercury,
lead and barite. The detailed gravity geophysical surveys also identified
several target zones on the Golden Snow Project that may contain gold and
base-metal mineralization.

Fish Project

The Fish Project consists of 58 unpatented mining claims
covering approximately 2 square miles 12 miles west of the historic mining town
of Tonopah, Nevada. Previous exploration work on the Fish Project consisted of
mapping and collecting rock samples. The results of the rock samples ranged in
values from <0.002 to 0.307 oz/ton gold, <0.01 to 32 oz/ton silver, 0.01%
to 32.8% zinc and <0.01% to 16.4% lead.

CPG Project

The CPG Project consists of 44 unpatented mining claims
covering approximately 1.3 square miles within Mineral County, Nevada. The
property hosts an early stage porphyry and skarn type copper-gold-molybdenum
prospect where rock samples returned values ranging from <0.001 to 0.036
oz/ton gold, <0.003 to 0.75 oz/ton silver, <0.005% to 13.65% copper and
<0.005% to 0.012% molybdenum.

4

---

Texada Gold Property

We have also staked and acquired a 100% interest in a property
called the Texada Gold Property." The Texada Gold Property is comprised of five
mineral claims and is located on Texada Island, British Columbia.

We are actively reviewing other gold potential mineral
properties for future acquisition.

PLAN OF OPERATION

Over the next twelve months, our plan of operation is to
conduct exploration work on each of our mineral properties, subject to obtaining
financing.

Clisbako Property

Our plan of operation for the Clisbako Property is to implement
Phase I of our exploration program on the Clisbako Property in order to assess
whether it possesses mineral reserves capable of commercial extraction. We have
not, nor has any predecessor, identified any commercially exploitable reserves
on the Clisbako Property.

Phase I of our exploration program is expected to be commenced
in the spring of 2010. However, we will require financing in order to complete
Phase I of our exploration program. If we are able to obtain financing, Phase I
of our exploration program on the Clisbako Property will involve soil
geochemical surveys, prospecting, mapping and geophysics in order to define the
Bari 1 and Bari 2 zones. We anticipate that Phase I will cost approximately CDN
$122,000 ($111,240). There is no assurance that we will be able to acquire such
financing.

Golden Snow Project, Fish Project, CPG Project and Texada
Gold Property

In the winter of 2009, we plan to retain a consulting geologist
to conduct a review of these properties in order to recommend an exploration
program to be conducted in late 2009 or early 2010. Once our consulting
geologist has provided us with their findings, we will determine whether to
proceed with an exploration program on these properties.

Under the terms of the Option Agreement, we are also required
to pay to Claremont: (i) an option payment of $15,000 by August 28, 2010; and
(ii) the Bureau of Land Management maintenance and claim fees of approximately
$32,088 by September 1, 2010. If we are unable to make these payments to
Claremont, we will lose our interest in the Golden Snow Project, Fish Project
and CPG Project.

As at August 31, 2009, we had no cash on hand. Accordingly, we
have insufficient cash on hand to proceed with our exploration program of our
properties and we will require financing in order to meet our ongoing operating
costs. There is no assurance that we will be able to acquire such financing on
terms that are acceptable to us, or at all.

5

---

RESULTS OF OPERATIONS

Three and Nine Months Summary

|         |   | Three      |   |   | Three      |   |  |            |  |   | Nine       |   |   | Nine       |   |  |            | 
|-------- | - | ---------- | - | - | ---------- | - |  | ---------- |  | - | ---------- | - | - | ---------- | - |  | ---------- | 
|         |   | Months     |   |   | Months     |   |  |            |  |   | Months     |   |   | Months     |   |  |            | 
|         |   | Ended      |   |   | Ended      |   |  | Percentage |  |   | Ended      |   |   | Ended      |   |  | Percentage | 
|         |   | August 31, |   |   | August 31, |   |  | Increase / |  |   | August 31, |   |   | August 31, |   |  | Increase / | 
|         |   | 2009       |   |   | 2008       |   |  | (Decrease) |  |   | 2009       |   |   | 2008       |   |  | (Decrease) | 
|Revenue  | $ | Nil        |   | $ | Nil        |   |  | n/a        |  | $ | Nil        |   | $ | Nil        |   |  | n/a        | 
|         |   |            |   |   |            |   |  |            |  |   |            |   |   |            |   |  |            | 
|Expenses |   | (120,017   | ) |   | (15,668    | ) |  | 660.0%     |  |   | (250,251   | ) |   | (55,156    | ) |  | 353.7%     | 
|         |   |            |   |   |            |   |  |            |  |   |            |   |   |            |   |  |            | 
|Net Loss | $ | (120,017   | ) | $ | (15,668    | ) |  | 660.0%     |  | $ | (250,251   | ) | $ | (55,156    | ) |  | 353.7%     | 

Revenue

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration programs.

Expenses

Our operating expenses for the three and nine months ended
August 31, 2009 and 2008 consisted of the following:

|                          |   | Three
      Months |  |   | Three
      Months |  |  | Percentage |  |   | Nine       |  |   | Nine       |  |  | Percentage | 
|------------------------- | - | ------------------ |  | - | ------------------ |  |  | ---------- |  | - | ---------- |  | - | ---------- |  |  | ---------- | 
|                          |   | Ended              |  |   | Ended              |  |  | Increase / |  |   | Months     |  |   | Months     |  |  | Increase / | 
|                          |   | August 31,         |  |   | August 31,         |  |  | (Decrease) |  |   | Ended      |  |   | Ended      |  |  | (Decrease) | 
|                          |   | 2009               |  |   | 2008               |  |  |            |  |   | August 31, |  |   | August 31, |  |  |            | 
|                          |   |                    |  |   |                    |  |  |            |  |   | 2009       |  |   | 2008       |  |  |            | 
|Bank Charges and          | $ | 4,333              |  | $ | 732                |  |  | 491.9%     |  | $ | 11,245     |  | $ | 1,758      |  |  | 539.7%     | 
|Interest                  |   |                    |  |   |                    |  |  |            |  |   |            |  |   |            |  |  |            | 
|Consulting Fees           |   | -                  |  |   | -                  |  |  | n/a        |  |   | -          |  |   | 400        |  |  | (100)%     | 
|Depreciation Expense      |   | 127                |  |   | 126                |  |  | 0.8%       |  |   | 379        |  |   | 379        |  |  | 0.0%       | 
|Filing and Regulatory     |   | 2,019              |  |   | 995                |  |  | 102.9%     |  |   | 4,769      |  |   | 3,122      |  |  | 52.8%      | 
|Finance Charges           |   | 23,105             |  |   | -                  |  |  | n/a        |  |   | 30,764     |  |   | -          |  |  | n/a        | 
|Investor Relations        |   | 4,200              |  |   | -                  |  |  | n/a        |  |   | 4,200      |  |   | -          |  |  | n/a        | 
|Incorporation Costs       |   | -                  |  |   | -                  |  |  | n/a        |  |   | 1,262      |  |   | -          |  |  | n/a        | 
|Management Fees           |   | 9,000              |  |   | -                  |  |  | n/a        |  |   | 27,000     |  |   | 2,800      |  |  | 864.3%     | 
|Mineral Property          |   | 40,686             |  |   | -                  |  |  | n/a        |  |   | 50,414     |  |   | -          |  |  | n/a        | 
|Exploration Costs         |   |                    |  |   |                    |  |  |            |  |   |            |  |   |            |  |  |            | 
|Office and Administrative |   | 1,379              |  |   | 1,203              |  |  | 14.6%      |  |   | 6,888      |  |   | 3,390      |  |  | 103.2%     | 
|Professional Fees         |   | 35,168             |  |   | 6,612              |  |  | 431.9%     |  |   | 113,330    |  |   | 37,307     |  |  | 203.8%     | 
|Write-off of Mineral      |   | -                  |  |   | 6,000              |  |  | (100)%     |  |   | -          |  |   | 6,000      |  |  | (100)%     | 
|Property Costs            |   |                    |  |   |                    |  |  |            |  |   |            |  |   |            |  |  |            | 
|Total Operating Expenses  | $ | 120,017            |  | $ | 15,668             |  |  | 660.0%     |  | $ | 250,251    |  | $ | 55,156     |  |  | 353.7%     | 

6

---

Our operating expenses during the quarter ended August 31, 2009
  totaled $120,017 compared with $15,668 during the quarter ended August 31, 2008.
  The increase in our operating expenses was primarily a result of increased bank
  charges and interest, finance charges, management fees, mineral property exploration
  costs and professional fees.

Management fees relate to fees paid or accrued to the directors
of Magellan Acquisition Corp., our wholly owned Nevada subsidiary.

Mineral property exploration costs primarily relate to fees
incurred in connection with maintaining our option on the Golden Snow Project,
the Fish Project and CPG Project and maintaining our Clisbako Property in good
standing.

The additional professional fees during the three months ended
August 31, 2009 primarily relate to costs incurred in connection with our
acquisition of the Optioned Properties, collection of amounts due from Solfotara
Mining Corp. (Solfotara) and meeting our ongoing reporting requirements under
the Exchange Act.

Finance fees during the three months ended August 31, 2009
primarily relate to amortization of the discount resulting from the allocation
of proceeds to the warrants and the intrinsic value beneficial conversion
feature.

We anticipate our operating expenses will increase if we
implement our exploration program on our mineral properties.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                          |   |   |                            |   |  |                       | 
|----------------------- | - | ------------------------ | - | - | -------------------------- | - |  | --------------------- | 
|                        |   |                          |   |   |                            |   |  | Percentage            | 
|                        |   | At
      August 31, 2009 |   |   | At
      November 30, 2008 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 60,367                   |   | $ | 29,926                     |   |  | 101.7%                | 
|Current Liabilities     |   | (298,651                 | ) |   | (199,605                   | ) |  | 49.6%                 | 
|Working Capital Deficit | $ | (238,284                 | ) | $ | (169,679                   | ) |  | 40.4%                 | 

|Cash Flows                                |   |                   |   |   |                   |  
|----------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                          |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                          |   | August 31, 2009   |   |   | August 31, 2008   |  
|Cash Flows (Used In) Operating Activities | $ | (150,496          | ) | $ | (31,833           | )
|Cash Flows From Investing Activities      |   | 40,000            |   |   | (35,000           | )
|Cash Flows From Financing Activities      |   | 80,570            |   |   | 111,000           |  
|Decrease In Cash During Period            | $ | (29,926           | ) | $ | 44,167            |  

The increase in our working capital deficit at August, 31, 2009
  from our year ended November 30, 2008 is a result of the fact that: (i) accounts
  payable increased due to our lack of capital to meet ongoing expenditures; and
  (ii) we recorded a payable of $55,575 in connection with our acquisition of
  the Clisbako Property. This amount was partially offset by the fact that we
  have recorded a notes receivable of $50,000 in connection with the amounts that
  were owed to us by Solfotara, as discussed below.

7

---

During the nine months ended August 31, 2009, we issued 55
units for total proceeds of $137,500. Each unit is comprised of a $2,500, 10%
convertible note and 10,000 share purchase warrants. Upon issuance of the 55
units, we terminated the offering.

On August 6, 2008, we entered into a letter of intent with
Magellan Copper and Gold plc (Magellan) pursuant to which we intended to
acquire Magellan Resources Pte Ltd. and St. Anthony Resources Pte Ltd.
(collectively, the Magellan Singapore Subsidiaries). In connection with the
Letter of Intent, we advanced an aggregate of $110,367 to Magellan (the
Advances). However, on December 17, 2008, we relinquished any rights that we
may have had to acquire the Magellan Singapore Subsidiaries pursuant to the
terms of a purchase agreement dated for reference as of December 15, 2008 with
Solfotara, Magellan and Magellan Acquisition Corp. (MAC), our wholly owned
subsidiary. Under the terms of this purchase agreement, Solfotara issued 250,000
of its shares (the Shares) to MAC and agreed to repay the Advances to MAC as
follows: (i) $20,000 within three days of signing the agreement (which amount
has been paid); (ii) $30,000 on April 15, 2009 (which amount has been paid); and
(iii) $50,000 on June 15, 2009 (which amount has been paid subsequent to the end
of the fiscal quarter). In consideration of the Shares and the above payments,
we relinquished any rights that we may have had to acquire Magellan Singapore
Subsidiaries and assigned to Solfotara our right to be repaid the Advances.

Future Financings

As at August 31, 2009, we had no cash on hand. Currently, we do
not have sufficient financial resources to complete our plan of operation for
the next twelve months. We have not earned any revenues to date and we do not
anticipate earning revenues in the near future. As such, our ability to complete
our plan of operation is dependent upon our ability to obtain substantial
financing in the near term. Any future financing that we obtain is expected to
be in the form of sales of our equity securities. If we are successful in
completing any equity financings, of which there is no assurance, our existing
shareholders will experience a dilution of their interest in our company. There
is a substantial doubt that we will be able to obtain financing in an amount
that is sufficient to enable us to complete our proposed plan of operation. If
we are not successful in raising sufficient financing, we will not be able to
complete our plan of operation. We do not have any specific alternatives to our
current plan of operation and have not planned for any such contingency. If we
are not successful in raising sufficient financing, our business may fail and
our shareholders may lose all or part of their investment.

On May 1, 2009, our Board of Directors approved a private
placement offering of up to 3,000,000 units (the Private Placement Units) at a
price of $0.20 per Private Placement Unit for gross proceeds of up to $600,000.
Each Private Placement Unit is comprised of one share of our common stock and
one share purchase warrant, with each warrant entitling the subscriber to
purchase an additional share of our common stock for a period of one year
following the date of issuance at an exercise price equal to $0.30 per share.
This offering of Private Placement Units will be made to investors who are not
U.S. Persons as defined in Regulation S of the Securities Act. As of August
31, 2009, we had not received any proceeds under this offering, and have not
issued any securities under this offering. There are no assurances that any
Private Placement Units will be sold under this offering.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

8

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CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in the notes
to our audited financial statements for the year ended November 30, 2008
included in our Annual Report on Form 10-K filed with the SEC on March 13,
2009.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations.

Use of Estimates

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results may differ from the estimates.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties. Until such properties are acquired and
developed, we will continue to prepare our financial statements and related
disclosures in accordance with entities in the exploration stage.

Mineral Property Interests

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining properties. Exploration costs
are expensed as incurred regardless of the stage of development or existence of
reserves. Costs of acquisition are capitalized subject to impairment testing, in
accordance with Financial Accounting Standards 144 (SFAS 144), Accounting for
the Impairment or Disposal of Long-Lived Assets, when facts and circumstances
indicate impairment may exist.

We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

Management periodically reviews the carrying value of our
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that we will continue exploration on such project. We do not set a
pre-determined holding period for properties with unproven deposits; however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are re-evaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

9

---

Our exploration activities are subject to various laws and
regulations governing the protection of the environment. These laws are
continually changing, generally becoming more restrictive. We have made, and
expect to make in the future, expenditures to comply with such laws and
regulations.

The accumulated costs of properties that are developed on the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of August 31, 2009 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for the year ended
November 30, 2008 (the 2008 Annual Report).

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in the 2008 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended August 31,
2009 fairly present our financial condition, results of operations and cash
flows in all material respects

Changes in Internal Controls

There were no changes in our internal control over financial
reporting during the quarter ended August 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

10

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, our business will
fail.

As of August 31, 2009, we had no cash on hand and a working
capital deficit of $238,285. Our plan of operation calls for significant
expenses in connection with the exploration and development of our mineral
properties, particularly the Clisbako Property, and to meet our obligations
under the Option Agreement to acquire the Golden Snow Project, Fish Project and
CPG Project. On May 1, 2009, our Board of Directors approved a private placement
offering of up to 3,000,000 units (the Units) at a price of $0.20 per Unit for
gross proceeds of up to $600,000. Each Unit is comprised of one share of our
common stock and one share purchase warrant, with each warrant entitling the
subscriber to purchase an additional share of our common stock for a period of
one year following the date of issuance at an exercise price equal to $0.30 per
share. This offering of Units will be made to investors who are not U.S.
Persons as defined in Regulation S. As of August 31, 2009, we had not received
any proceeds under this offering, and have not issued any securities under this
offering. There are no assurances that any units will be sold under this
offering.

Obtaining financing would be subject to a number of factors
outside of our control, including market conditions and additional costs and
expenses that might exceed current estimates. These factors may make the timing,
amount, terms or conditions of financing unavailable to us in which case we will
be unable to complete our plan of operation on our mineral properties and to
meet our obligations under the Option Agreement.

We have yet to earn revenue and our ability to sustain our
operations is dependent on our ability to raise financing. As a result, our
accountants believe there is substantial doubt about our ability to continue as
a going concern.

We have a cumulative net loss of $517,786 for the period from
our inception on April 28, 2006 to August 31, 2009, and have no revenues to
date. Our future is dependent upon our ability to obtain financing. Our former
auditors have expressed substantial doubt about our ability to continue as a
going concern given our accumulated losses. This opinion could materially limit
our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result, we may have to liquidate our business
and investors may lose their investment. Investors should consider our former
auditor's comments when determining if an investment in us is suitable.

11

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Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. 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 known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. If we do not find a mineral
reserve containing gold or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do it, we will have to cease operations and you will lose your
investment. Mineral exploration, particularly for gold, is highly speculative.
It involves many risks and is often non-productive. Even if we are able to find
mineral reserves on our properties, our production capability is subject to
further risks including:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near our mineral properties, and such other
factors as government regulations, including regulations relating to allowable
production, importing and exporting of minerals, and environmental
protection.

Given the above noted risks, the chances of finding reserves on
our mineral properties are remote and funds expended on exploration will likely
be lost.

Even if we discover proven reserves of precious metals on
our mineral properties, we may not be able to successfully commence commercial
production.

Our mineral properties do not contain any known bodies of ore.
If our exploration programs are successful in discovering proven reserves on our
mineral properties, we will require additional funds in order to place the
mineral properties into commercial production. The expenditures to be made by us
in the exploration of mineral properties in all probability will be lost as it
is an extremely remote possibility that the mineral claims will contain proven
reserves. If our exploration programs are successful in discovering proven
reserves, we will require additional funds in order to place the mineral
properties into commercial production. The funds required for commercial mineral
production can range from several millions to hundreds of millions. We currently
do not have sufficient funds to place our mineral claims into commercial
production. Obtaining additional financing would be subject to a number of
factors, including the market price for gold and the costs of exploring for or
mining these materials. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us. Because we will need
additional financing to fund our exploration activities there is substantial
doubt about our ability to continue as a going concern. At this time, there is a
risk that we will not be able to obtain such financing as and when needed.

12

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We face significant competition in the mineral exploration
industry.

We compete with other mining and exploration companies
possessing greater financial resources and technical facilities than we do in
connection with the acquisition of mineral exploration claims and leases on
precious metal prospects and in connection with the recruitment and retention of
qualified personnel. There is significant competition for precious metals and,
as a result, we may be unable to acquire an interest in attractive mineral
exploration properties on terms we consider acceptable on a continuing
basis.

Because our sole executive officer does not have formal
training specific to the technicalities of mineral exploration, there is a
higher risk that our business will fail.

Richard W. Donaldson, our sole executive officer, does not have
any formal training as a geologist or in the technical aspects of managing a
mineral exploration company. With the exception of Bryan H. Wilson, a director,
our management may not be fully aware of the specific requirements related to
working within this industry. As such, the loss of Mr. Wilsons services could
cause irreparable harm to our operations, earnings, and ultimate financial
success could suffer irreparable harm due to management's lack of experience in
this industry.

Because the prices of metals fluctuate, if the price of
metals for which we are exploring decreases below a specified level, it may no
longer be profitable to explore for those metals and we will cease
operations.

Prices of metals are determined by such factors as expectations
for inflation, the strength of the United States dollar, global and regional
supply and demand, and political and economic conditions and production costs in
metals producing regions of the world. The aggregate effect of these factors on
metal prices is impossible for us to predict. In addition, the prices of
precious metals are sometimes subject to rapid short-term and/or prolonged
changes because of speculative activities. The current demand for and supply of
these metals affect the metal prices, but not necessarily in the same manner as
current supply and demand affect the prices of other commodities. The supply of
these metals primarily consists of new production from mining. If the prices of
the metals are, for a substantial period, below our foreseeable cost of
production, we could cease operations and investors could lose their entire
investment.

We may conduct further offerings in the future in which case
investors shareholdings will be diluted.

We are currently offering units (common stock and share
purchase warrant) for gross proceeds of up to $600,000. Since our inception, we
have relied on such equity sales of our common stock to fund our operations. We
may conduct further equity offerings in the future to finance our current
projects or to finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price per share could
be lower than that paid by our current stockholders. We anticipate continuing to
rely on equity sales of our common stock in order to fund our business
operations. If we issue additional stock, the interests of existing shareholders
will be diluted.

The quotation price of our common stock may be volatile,
with the result that an investor may not be able to sell any shares acquired at
a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board under
the symbol "PNGM. Companies quoted on the OTC Bulletin Board have traditionally
experienced extreme price and volume fluctuations. In addition, our stock price
may be adversely affected by factors that are unrelated or

13

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disproportionate to our operating performance. Market
fluctuations, as well as general economic, political and market conditions such
as recessions, interest rates or international currency fluctuations may
adversely affect the market price of our common stock. As a result of this
potential volatility and potential lack of a trading market, an investor may not
be able to sell any of our common stock that they acquire that a price equal or
greater than the price paid by the investor.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute penny stocks within the meaning of the
rules, the rules apply to us and to our securities. The rules may further affect
the ability of owners of shares to sell our securities in any market that might
develop for them. As long as the trading price of our common stock is less than
$5.00 per share, the common stock will be subject to Rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the brokers or dealers duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customers account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

14

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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

Other than as disclosed in our Current Reports on Form 8-K, we
have not completed any unregistered sales of equity securities.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

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

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                             
|3.1     | Articles of Incorporation.(1)                                                                                                                                       
|3.2     | Certificate of Change Pursuant
        to NRS 78.209 increasing the authorized capital of common stock to 300,000,000
        shares, par value $0.001 per share.(5)
|3.3     | Bylaws, as amended.(1)                                                                                                                                              
|4.1     | Specimen Stock Certificate.(1)                                                                                                                                      
|10.1    | Purchase Agreement
        dated June 16, 2006 between the Company and Kimberly Sinclair.(1)                                                                        
|10.2    | Loan Agreement dated December
        19, 2007 between the Company (as the borrower) and Kahala Financial Corp.
        (as the lender).(2)                         
|10.3    | Purchase Agreement
        dated December 15, 2008 among Magellan Acquisition Corp., Solfotara Mining
        Corp. and Magellan Copper and Gold plc.(4)            
|10.4    | Purchase Agreement dated December
        16, 2008 between the Company and Bako Resources Inc.(4)                                                                   
|10.5    | Assignment Agreement
        dated May 29, 2009 among the Company, Portal Resources US Inc. and Portal
        Resources Ltd.(6)                                    
|10.6    | Extension Agreement Dated July
        23, 2009 between the Company and Bako Resources Inc.(7)                                                                      
|14.1    | Code of Ethics.(3)                                                                                                                                                  
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.          
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.          

|Notes: |                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------
|(1)    | Previously filed as an exhibit to our
      Registration Statement on Form SB-2 filed on April 24, 2007.
|(2)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 26, 2007.      
|(3)    | Previously filed as an exhibit to our Annual
      Report on Form 10-KSB filed on March 6, 2008.        
|(4)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 22, 2008.      
|(5)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on April 17, 2009.         
|(6)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on June 2, 2009            
|(7)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on July 27, 2009.          

15

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SIGNATURES

Pursuant to the requirements 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.

|                       |     | PENGRAM CORPORATION                                    
|---------------------- | --- | -------------------------------------------------------
|                       |     |                                                        
|                       |     |                                                        
|                       |     |                                                        
|Date: October 19, 2009 | By: | /s/
      Richard W. Donaldson                         
|                       |     | RICHARD W. DONALDSON                                   
|                       |     | Chief Executive Officer, Chief Financial
      Officer,
|                       |     | President, Secretary, Treasurer,                       
|                       |     | (Principal Executive Officer                           
|                       |     | and Principal Accounting Officer)                      

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