S-1

Registration No.  ________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

IDAHO NORTH RESOURCES CORP.

(Name of small business issuer in its charter)

Idaho	1081
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification Code)

_________________

IDAHO NORTH RESOURCES CORP.	National Registered Agents Inc. of NV
2555 West Palais Drive	1000 East Williams Street, Suite 204
Coeur d’Alene, ID   83815	Carson City, Idaho 89701
(509) 928-7604	(800) 550-6724
(Address and telephone number of registrant’s executive office)	(Name, address and telephone number of agent for service)

_________________

Copies to:

The Law Office of Conrad C. Lysiak, P.S.

601 West First Avenue, Suite 903

Spokane, Washington   99201

(509) 624-1475

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

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. (Check one):

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer	[   ]	Smaller Reporting Company	[X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Securities to be	Amount To Be		Offering Price		Aggregate		Registration
Registered	Registered		Per Share		Offering Price		Fee [1]
Common Stock by Selling Shareholders	4,926,200	$	0.10	$	492,620.00	$	56.45
Shares of Common Stock Issuable upon exercise of Redeemable Warrants	1,462,500		0.25		365,625.00		41.90
Total	6,388,700	$		$	858,245.00	$	98.35

[1]           Estimated solely for purposes of calculating the registration fee under Rule 457.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

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Prospectus

IDAHO NORTH RESOURCES CORP.

4,926,200 Shares of Common Stock

1,462,500 Shares of Common Stock Issuable Upon the Exercise of the Redeemable Warrants

We are registering 4,926,200 shares of common stock for sale by existing stockholders listed in the sections of this prospectus entitled “Selling Stockholders,” and 1,462,500 shares of common stock for sale upon the exercise of outstanding Redeemable Warrants by existing warrant holders listed in the sections of this prospectus entitled “Selling Stockholders.” We refer to these existing stockholders and warrant holders as the selling stockholders.  We currently have 7,611,000 shares of common stock outstanding, and if all of our outstanding warrants are exercised, we will have 9,073,500 shares of common stock outstanding. We will not receive any proceeds from the shares sold by the selling shareholders.  We will receive $0.25 for each two Redeemable Warrants exercised

The sales price of the 4,926,200 shares of common stock to the public is fixed at $0.10 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. The sales price of the 1,462,500 shares of common stock issuable upon the exercise of the Redeemable Warrant is fixed at $0.25 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange.  If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.

Our shares of common stock are not traded anywhere.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our common stock involves risks. See “Risk Factors” starting at page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is illegal to tell you otherwise.

The date of this prospectus is ____________________.

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TABLE OF CONTENTS

	Page No.
Summary of Our Offering	5
Risk Factors	6
Use of Proceeds	13
Determination of Offering Price	13
Dilution	13
Plan of Distribution; Terms of the Offering	17
Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Business	23
Management	46
Executive Compensation	49
Principal and Selling Shareholders	51
Market for Our Common Stock	56
Description of Securities	59
Certain Transactions	60
Litigation	61
Experts	61
Legal Matters	61
Financial Statements	61

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SUMMARY OF OUR OFFERING

Our business

We were incorporated under the laws of the State of Idaho as IDAHO NORTH RESOURCES CORPORATION on January 22, 2007.  We have had limited operations to date. We have initiated exploration activities on a portion of our properties.  We will engage in the business of exploration and mining for minerals.

Our principal executive offices are located at 2555 West Palais Drive, Coeur d’Alene, Idaho 83815.  Our mailing address is the same.  Our telephone number is (509) 928-7604.  Our fiscal year end is June 30th.

The offering

Following is a brief summary of this offering:

Securities being offered by selling shareholders	We are registering 4,926,200 shares of common stock for sale by existing stockholders listed in the sections of this prospectus entitled “Selling Stockholders,” and 1,462,500 shares of common stock for sale upon the exercise of outstanding warrants by existing warrant holders listed in the sections of this prospectus entitled “Selling Stockholders.” We refer to these existing stockholders and warrant holders as the selling stockholders. All of the common stock registered by this prospectus will be sold by the selling stockholders at the prevailing market prices at the time they are sold. We currently have 7,611,000 shares of common stock outstanding, and if all of our outstanding warrants are exercised, we will have 9,073,500 shares of common stock outstanding.
Offering price per share	$0.10 per share for currently outstanding and $0.25 for shares issuable upon the exercise of the Redeemable Warrants
Net proceeds to us	None upon sale of the shares of common stock.  Up to $365,625 upon the exercise of the Redeemable Warrants.
Number of shares outstanding before the offering	7,611,000
Number of shares outstanding after the offering if all of the shares are sold and all the Redeemable Warrants are Exercised	9,073,500

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Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

			As of		As of		As of
			September 30, 2012		June 30, 2012		June 30, 2011
			(Unaudited)		(Audited)		(Audited)
Balance Sheet
	Total Assets	$	230,708	$	133,410	$	3,772
	Total Liabilities	$	-	$	14,166	$	-
	Stockholders’ Equity	$	230,708	$	119,244	$	3,772
			Three months Ended		Year Ended		Year Ended
			September 30, 2012		June 30, 2012		June 30, 2011
			(Unaudited)		(Audited)		(Audited)
Income Statement
	Revenue	$	-	$	-	$	-
	Total Expenses	$	27,961	$	101,078	$	-
	Net Loss	$	(27,961)	$	(101,078)	$	-

RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.  All material risk factors have been addressed. Risks associated with Idaho North Resources Corp.:

Risks Related to Our Business

1.   Our plan of operation is limited to finding an ore body. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.

Our plan of operation and the funds we raise from this offering will be used for exploration of the claims to determine if there is an ore body beneath the surface. Exploration does not contemplate removal of the ore. We have no plans or funds for ore removal. Accordingly, we will not generate any revenues as a result of your investment.

2.   Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability the claims do not contain any reserves. Consequently, any funds spent on exploration will probably be lost which result in a loss of your investment.

3.   We lack an operating history and have a loss which we expect to continue into the future. As a result, we may have to suspend or cease operations.

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We were incorporated on January 22, 2007 and we have limited operations. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss during the last two years was ($129,039).  To achieve and maintain profitability and positive cash flow we are dependent upon:

*          our ability to economically extract the minerals

*          our ability to generate revenues and ultimately become profitable.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

4.   Because our officers and directors have no direct training in exploring for, starting, and operating an exploration program, their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. As a result, we may have to suspend or cease activities which will result in the loss of your investment.

Our officers and directors have no direct training or experience in the area of exploring for, starting, and operating and exploration program and as a result may not be fully aware of many of the specific requirements related to working within the industry. Their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our activities, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in this industry. As a result we may have to suspend or cease activities which will result in the loss of your investment.

5.   Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. Consequently, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

6.   Because our officers and directors have other outside business activities and will only be devoting 25% of their time or approximately ten hours per week to our activities, our activities may be sporadic which may result in periodic interruptions or suspensions of exploration.

Because our officers and directors have other outside business activities and will be only be devoting 25% of their time or ten hours each per week to our activities, our activities may be sporadic and occur at times which are convenient to them.  As a result, exploration of the claims may be periodically interrupted or suspended.

7.   Because we lease our mining properties from a third party, if the third party defaults on his obligations to the Bureau of Land Management (“BLM”) we will lose the right to conduct exploration activities.

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We lease our mining claims from a third party.  The third party staked his claims on federal land.  As such, his claims are subject to the rules and regulations of the BLM.  If the third party should default on his obligations to the BLM, the BLM could terminate his claims.  If that occurs, our rights under our leases with the third party will terminate and we will have no right to conduction exploration activities.

8.   Title to the properties we intend to conduct exploration activity on, could be defective in which case we may not have the right to extract any minerals.

It is customary in the mining business that upon acquiring an interest in a property, that a title report be rendered by an attorney.  We have not obtained such a title report, and accordingly may not own any right to remove any minerals, should they be discovered, from the leased property.

9.   Operating and environmental hazards could have a negative impact on our operations.

Hazards incident to the operation of mining properties and unforeseen conditions, may be encountered by us if we participate in our exploration activities.  Further, on occasion, substantial liabilities to third parties or governmental entities may be incurred. We could be subject to liability for pollution and other damages or hazards which cannot be insured against or which have not been insured against due to prohibitive premium costs or for other reasons. We currently do not maintain any insurance for environmental damages. Governmental regulations relating to environmental matters could also increase the cost of doing business or require alteration or cessation of operations in certain areas.

10.   We are subject to many governmental regulations which affect our cost of doing business.

Our mining operations are subject to extensive regulation governing development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. Some jurisdictions also require or may in the future require the payment of royalties. Changes in regulations can have material impacts on anticipated levels of production, costs and profitability. It is possible that exploration, development or operation of a mine may be delayed or terminated as a result of the inability to obtain all required permits and government approvals on an economic basis, or the imposition of royalty payments or other government regulations.

Risks Related to this Offering

11.   Because there is no public trading market for our common stock, you may not be able to resell your stock, and as a result, your investment is illiquid.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you want to resell your shares, you will have to locate a buyer and negotiate your own sale.  Your investment is illiquid and there is no assurance that you will ever be able to resell your shares.

12.   Because we may issue additional shares of common stock, your investment could be subject to substantial dilution.

We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock as well as issuing up to 1,462,500 shares of common stock upon the exercise of our Redeemable Warrants.  In the future, if we issue more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us.

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13.   If it is determined that we are a “shell company”, you may not be able to resell your shares without registering the same with the SEC.

We may be a “shell company” and as a result, Rule 144 under the Securities Act of 1933, as amended, may be unavailable for the resale of your restricted shares of common stock.  A “shell company” is a corporation with no or nominal assets, or its only asset is cash and no or nominal operations.  Once a shell company, always a shell company until the shell company files a registration statement with the SEC which is declared effective; files a Form 8-K and completing Item 5.06 thereof; and, waiting one year.

14.   There are legal restrictions on the resale of the common shares offered that are penny stocks.   These restrictions may adversely affect your ability to resell your stock.

We anticipate that our common stock will continue to be subject to the penny stock rules under the Securities Exchange Act of 1934, as amended. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, our shareholders may find it more difficult to sell their shares.

15.   Our future sales of our common shares could cause our stock price to decline.

There is no contractual restriction on our ability to issue additional shares. We cannot predict the effect, if any, that market sales of our common shares or the availability of shares for sale will have on the market price prevailing from time to time. Sales by the selling shareholders of our common shares in the public market, or the perception that our sales may occur, could cause the trading price of our stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

16.   The market price of our common stock may be volatile which could adversely affect the value of your investment in our common stock.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

*	fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
*	changes in estimates of our financial results or recommendations by securities analysts;
*	failure of any of our products to achieve or maintain market acceptance;

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*	changes in market valuations of similar companies;
*	significant products, contracts, acquisitions or strategic alliances of our competitors;
*	success of competing products or services;
*	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
*	regulatory developments;
*	litigation involving our company, our general industry or both;
*	additions or departures of key personnel;
*	investors’ general perception of us; and
*	changes in general economic, industry and market conditions.

17.   We are an “emerging growth company,” and the reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a)(19)(B) of the Securities Act of 1933, as amended. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We will be deemed a large accelerated filer on the first day of the fiscal year after the market value of our common equity held by non-affiliates exceeds $700 million, measured on October 31.

We cannot predict if investors will find our common stock less attractive to the extent we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

A Company that elects to be treated as an emerging growth company shall continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which is deemed to be a ‘large accelerated filer’ as defined by the SEC, which would generally occur upon it attaining a public float of at least $700 million.

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18.   We have elected under the JOBS Act to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies.

Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.

19.   We will not be required to comply with certain provisions of the the Sarbanes-Oxley Act for as long as we remain an “emerging growth company”.

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an “emerging growth company” immediately.  Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

20.   While we currently qualify as an “emerging growth company” under the JOBS Act, we will lose that status at the latest by the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, which will increase the costs and demands placed upon management.

We will continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which we had total annual gross revenues of $1,000,000,000 (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which we are deemed to be a ‘large accelerated filer’ as defined by the SEC, which would generally occur upon our attaining a public float of at least $700 million. Once we lose emerging growth company status, we expect the costs and demands placed upon management to increase, as we would have to comply with additional disclosure and accounting requirements, particularly if our public float should exceed $75 million.

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21.   While we currently qualify as an “Emerging Growth Company” under the JOBS Act and we will lose that status by the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, if we qualify as a “smaller reporting company” which we are at the present time, our non-financial and financial information will be less than is required by other non-smaller reporting companies.

Currently we qualify as an “Emerging Growth Company”.  At the latest, by the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, we will lose that qualification and be required to report as other public companies are required to report.  While we will no longer qualify as an “Emerging Growth Company”, we may qualify as a “smaller reporting company”.  The “smaller reporting company” category includes companies that (1) have a common equity public float of less than $75 million or (2) are unable to calculate their public float and have annual revenue of $50 million or less, upon entering the system.  A smaller reporting company prepares and files SEC reports and registration statements using the same forms as other SEC reporting companies, though the information required to be disclosed may differ and be less comprehensive.  Regulation S-X contains the SEC requirements for financial statements, while Regulation S-K contains the non-financial disclosure requirements.  To locate the scaled disclosure requirements, smaller reporting companies will refer to the special paragraphs labeled “smaller reporting companies” in Regulation S-K.  As an example only, smaller reporting companies are not required to make risk factor disclosure in Item 1A of Form 10-K.  Other disclosure required by non-smaller reporting companies can be omitted in Form 10-K and Form 10-Q by smaller reporting companies.

22.   Because our common stock is not registered under the Securities Exchange Act of 1934, as amended, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Securities Exchange Act of 1934, as amended.  In addition our reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, as amended, may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

Our common stock is not registered under the Exchange Act, and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, $10,000,000 in total assets and either more than 2,000 shareholders of record or 500 shareholders of record who are not accredited investors (as such term is defined by the Securities and Exchange Commission), in accordance with Section 12(g) of the Exchange Act; as of March 28, 2012, we have less than 40 shareholders of record).   As long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.  In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act.  Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4, and 5 respectively.  Such information about our directors, executive officers, and beneficial holders will only be available through periodic reports and any registration statements on Form

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S-1 we file.  Furthermore, so long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record.  This suspension is automatic and does not require any filing with the SEC.  In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders.  Up to $365,625.00 may be received from the exercise of the Redeemable Warrants.  All funds received from the exercise of the Redeemable Warrants will be used for working capital.

DETERMINATION OF OFFERING PRICE

The price of each Unit was arbitrarily determined by us in order to raise $300,000.00.  The exercise price of the Redeemable Warrants was arbitrarily determined by us with the hope that as the price of our common stock rose, Redeemable Warrant holders would be willing to risk additional capital in our projects.  There currently is no market for our shares of common stock and there is no assurance that a market will ever develop.  Shareholders will sell their outstanding shares of common stock at $0.10 per share and their shares of common stock underlying the Redeemable Warrants at $0.25 per share until a market for the shares develops on the Bulletin Board operated by the Financial Industry Regulatory Authority.  There is no assurance that such a market will ever develop.  Consequently, we cannot determine what the actual value of our common stock will be either now or at the time of sale.  We will not receive proceeds from the sale of shares from the selling stockholders.

DILUTION

Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.

We have issued 2,925,000 Redeemable Warrants.  Two Redeemable Warrants and $0.25 will allow the holder to acquire one (1) share of common stock.  While the resale of shares being registered in this offering will have no dilutive effect, the Redeemable Warrants may have a dilutive effect depending on our tangible book value at the time of their exercise. In addition, if the Redeemable Warrants are exercised, there may be a dilutive effect on any person who is known to us to be the beneficial owner of more than five percent of our common stock; each director and nominee that may be the beneficial owner of our common stock; or all directors and officers as a group. The actual dilutive effect will be determined from time to time as based on the number of shares of our common stock held by such person and the amount of warrants exercised.

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Dilution represents the difference between the exercise price of the warrants and the net tangible book value per share immediately after the exercise of the warrants. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the exercise price of the shares being received upon the exercise of the warrants. As of September 30, 2012, the net tangible book value of our shares of common stock was $182,708 or approximately $0.02 per share based upon 7,611,000 shares of common stock outstanding.

We currently have 7,611,000 shares of common stock outstanding. Currently there are 2,925,000 warrants outstanding.   Two Redeemable Warrants and the payment of $0.25 will allow the holder to acquire one (1) additional share of common stock.  In the event all of the warrants are exercised, we will receive $365,625 and if all the warrants are exercised, we will have 9,073,500 shares of common stock outstanding.

The tables set forth below reflect dilution based upon the exercise of 100%, 75%, 50% and 25% of the warrants outstanding.

If 2,925,000 Redeemable Warrants are Exercised and 1,462,500 shares of common stock are issued:

If all 2,925,000 Redeemable Warrants are exercised, the net tangible book value of the 9,073,500 shares to be outstanding will be $548,333 or approximately $0.06 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.04 per share without any additional investment on their part. Warrant holders will incur an immediate dilution from $0.25 per share to $0.06 per share.

After completion of the exercise of the Redeemable Warrants, if 2,925,000 Redeemable Warrants are exercised and 1,462,500 shares of common stock are issued, the warrant holders will own approximately 16.12% of the total number of shares then outstanding for which they will have made a cash investment of $365,625 or $0.25 per share. Our existing stockholders will own approximately 83.88% of the total number of shares then outstanding, for which they have made contributions of cash totaling $330,500 or approximately $0.04 per share.

If 2,193,750 Redeemable Warrants are Exercised and 1,096,875 shares of common stock are issued:

If 2,193,750 Redeemable Warrants are exercised, the net tangible book value of the 8,707,875 shares to be outstanding will be $456,926.75 or approximately $0.05 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.03 per share without any additional investment on their part. Warrant holders will incur an immediate dilution from $0.25 per share to $0.05 per share.

After completion of the exercise of the Redeemable Warrants, if 2,193,750 Redeemable Warrants are exercised and 1,096,875 shares of common stock are issued, the warrant holders will own approximately 12.60% of the total number of shares then outstanding for which they will have made a cash investment of $274,219 or $0.25 per share. Our existing stockholders will own approximately 87.40% of the total number of shares then outstanding, for which they have made contributions of cash totaling $330,500 or approximately $0.04 per share.

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If 1,462,500 Redeemable Warrants are Exercised and 731,250 shares of common stock are issued:

If 1,462,500 Redeemable Warrants are exercised, the net tangible book value of the 8,342,250 shares to be outstanding will be $365,520.50 or approximately $0.04 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.02 per share without any additional investment on their part. Warrant holders will incur an immediate dilution from $0.25 per share to $0.04 per share.

After completion of the exercise of the Redeemable Warrants, if 1,462,500 Redeemable Warrants are exercised and 731,250 shares of common stock are issued, the warrant holders will own approximately 8.77% of the total number of shares then outstanding for which they will have made a cash investment of $182,813 or $0.25 per share. Our existing stockholders will own approximately 91.23% of the total number of shares then outstanding, for which they have made contributions of cash totaling $330,500 or approximately $0.04 per share.

If 731,250 Redeemable Warrants are Exercised and 365,625 shares of common stock are issued:

If 731,250 Redeemable Warrants are exercised, the net tangible book value of the 7,976,625 shares to be outstanding will be $274,114.25 or approximately $0.03 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.01 per share without any additional investment on their part. Warrant holders will incur an immediate dilution from $0.25 per share to $0.03 per share.

After completion of the exercise of the Redeemable Warrants, if 731,250 Redeemable Warrants are exercised and 365,625 shares of common stock are issued, the warrant holders will own approximately 4.58% of the total number of shares then outstanding for which they will have made a cash investment of $91,406.25 or $0.25 per share. Our existing stockholders will own approximately 95.42% of the total number of shares then outstanding, for which they have made contributions of cash totaling $330,500 or approximately $0.04 per share.

Existing Stockholders if all of the Redeemable Warrants are exercised:

Price per warrant	$	0.25
Net tangible book value per share before warrant exercises	$	182,708.00
Potential gain to existing shareholders	$	365,625.00
Net tangible book value per share after warrant exercises	$	0.06
Increase to present stockholders in net tangible book value per share
after warrant exercises	$	0.04
Capital contributions by existing shareholders	$	330,500
Number of shares outstanding before the offering		7,611,000
Number of shares after offering assuming the exercise of the maximum
number of warrants		9,073,500
Percentage of ownership by existing shareholders after warrant exercise		83.88%

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Warrant holders interest if all warrants are exercised

Exercise price per warrant	$	0.25
Dilution per share	$	0.19
Capital contributions by warrant holders	$	365,625
Number of shares received by warrant holders		1,462,500
Percentage of capital contributions by existing shareholders		47.48%
Percentage of capital contributions by warrant holders		52.52%
Percentage of ownership by warrant holders		16.12%

Warrant holders interest if 2,193,750 warrants are exercised

Exercise price per warrant	$	0.25
Dilution per share	$	0.20
Capital contributions by warrant holders	$	274,218.75
Number of shares received by warrant holders		1,096,875
Percentage of capital contributions by existing shareholders		54.65%
Percentage of capital contributions by warrant holders		45.35%
Percentage of ownership by warrant holders		12.60%

Warrant holders if 1,462,500 warrants are exercised

Exercise price per warrant	$	0.25
Dilution per share	$	0.21
Capital contributions by warrant holders	$	182,812.50
Number of shares received by warrant holders		731,250
Percentage of capital contributions by existing shareholders		64.39%
Percentage of capital contributions by warrant holders		35.61%
Percentage of ownership by warrant holders		8.77%

Warrant holders if 731,250 warrants are exercised

Exercise price per warrant	$	0.25
Dilution per share	$	0.22
Capital contributions by warrant holders	$	91,406.25
Number of shares received by warrant holders		365,625
Percentage of capital contributions by existing shareholders		78.33%
Percentage of capital contributions by warrant holders		21.67%
Percentage of ownership by warrant holders		4.58%

Related Information

The total number of shares to be issued based upon the exercise of all 2,925,000 Redeemable Warrants is 1,462,500 shares of common stock with a par value of $0.01 per share.  The exercise price of two (2) Redeemable Warrants is $0.25 which will entitle the holder to receive one (1) share of common stock.  There was no market price for the shares of common stock on the date of issuance and there is no current market for the shares of common stock today.  The book value of the shares of common stock on the date of issuance was $230,708.  The total profit based solely on the book value of our shares of common stock will be $0.00 per share upon the exercise thereof assuming the book value per share is $0.03. No Redeemable Warrants have been exercised to date and the exercise price of two (2) Redeemable Warrants is filed at $0.25 per share.

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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

There are 74 selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

1.	On such public markets or exchanges as the common stock may from time to time be trading;
2.	In privately negotiated transactions;
3.	Through the writing of options on the common stock;
4.	In short sales; or
5.	In any combination of these methods of distribution.

The sales price to the public is fixed at $0.10 for the current outstanding shares of common stock and $0.25 for the shares of common stock underlying our Redeemable Warrants until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

1.	The market price of our common stock prevailing at the time of sale;
2.	A price related to such prevailing market price of our common stock; or
3.	Such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144.  Under Rule 144 shares of our common stock can be resold by non-affiliates commencing six months after their acquisition and by affiliates, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided the Company was not a shell company when the shares were issued or prior thereto.   A shell company is a corporation with no or nominal assets or its assets consist solely of cash and no or nominal operations. We believe we have never been a shell company having had either more than nominal assets or more than nominal operations.

The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

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We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $30,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may among other things:

1.  Not engage in any stabilization activities in connection with our common stock;

2.  Furnish each broker or dealer through which common stock may be offered, such as copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.  Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.

Of the 7,611,000 shares of common stock outstanding as of October 26, 2012, 835,000 are owned by our officers and directors and may only be resold pursuant to this registration statement or in compliance with Rule 144 of the Securities Act of 1933, if Rule 144 is available for the sale thereof, of which there is no assurance.

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).  While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

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Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.  The application of the penny stock rules may affect your ability to resell your shares.

The application of the penny stock rules may affect your ability to resell your shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This section of the prospectus includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7. We have been in the development stage since our inception. We have had no source of revenue, we have incurred operating losses since inception and at September 30, 2012 had working capital of $182,708.

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we locate mineralized material, remove the same from the ground, and sell it.

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Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. Since we recently leased the properties, we have not begun exploration.

We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find. If we attempted to be too specific, every time an event occurred that would change our allocation, we would have to amend this private placement memorandum. We believe that the process of amending the private placement memorandum would take an inordinate amount of time and not be in your best interest in that we would have to spend money for legal fees which could then not be spent on exploration.

We have allocated a range of money for exploration.  That is because we do not know how much will ultimately be needed for exploration.  If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling.  This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock.  The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis.  This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks.  If warranted, core drilling would follow this stage.

If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves.  Only if we have reserves will we consider developing the property.

If, through early stage exploration, we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans.

We have discussed this matter with our officers and directors, however, our officers and directors are unwilling to make any commitment to loan us any significant amounts of money at this time.  At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in the form of exploration of the properties.  Our exploration program is explained in as much detail as possible in the business section of this private placement memorandum. We are not going to buy or sell any plant or significant equipment during the next twelve months.  We will not buy any additional equipment until we have located a body of minerals and we have determined they are economical to extract from the land.

We intend to interest other companies in the properties should we discover mineralized materials or we may elect to develop the properties ourselves.

If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money.  If we cannot or do not raise more money, we will cease operations.  If we cease operations, we do not know what we will do and we don’t have any plans to do anything.

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We do not intend to hire additional employees at this time.  Any work that would be conducted on a property that we may secure will be conducted by unaffiliated independent contractors that we will hire.  The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.  The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Plan of Operation - Milestones

During the next twelve months we plan to spend funds as follows:

SEC Registration Statement (1)	$	19,000
Research (2)	$	36,000
Acquisition of Properties (3)	$	96,000
Exploration (4)	$	45,000
Analysis (5)	$	24,000
Salaries (6)	$	20,000
Accounting (7)	$	5,000
Office Expenses (8)	$	10,000

(1) Costs related to legal fees for the preparation and of the subsequent Form S-1 registration statement with the SEC.

(2)        Costs related to the examination of potential property acquisitions.

(3)        Costs of acquiring mineral properties.

(4)        Costs related to trenching and surface sampling.

(5)        Costs related to analyzing mineral claims.

(6)        Salaries to be paid to officers of the corporation.

(7)        Costs for accounting and auditing services.

(8)        Costs of stationary, mail, telephone & other office supplies.

Limited Operating History; Need for Additional Capital

We have no operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our, and possible cost overruns due to price and cost increases in services.

We will have to retain experts to assist in developing our existing properties and in locating additional appropriate projects. In order to assist in deciding if we should invest in a particular project, we will first need to be provided with at least the following:

*	A description of the project and the location of the property;
*	The lands that will be subject to the exploration project;
*	The royalties, net profit interest or other charges applicable to the subject lands;
*	The estimated cost of any geophysical work contemplated; and
*	The estimated acquisition costs, exploration costs and development costs of the property.

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To become profitable and competitive, we will have to conduct research and exploration of the properties we have acquired.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

As of the date of this prospectus, we have yet to generate any revenues from our business operations.

Since our inception on January 22, 2007, we have issued 7,611,000 restricted shares of common stock and 2,925,000 Redeemable Warrants.  The exercise period of the Redeemable Warrants is three (3) years from March 1, 2012.  Two (2) Redeemable Warrants plus $0.25 are convertible into one (1) restricted share of common stock. The Redeemable Warrants are redeemable by us upon thirty (30) days written notice to you.  If we issue such notice and you do not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.

Included in the foregoing are 850,000 shares of common stock on October 30, 2007, 300,000 shares of common stock on December 4, 2007, and 100,000 shares on January 10, 2008. These shares were issued to our officers, directors, and founders in consideration of $6,000. The foregoing 1,250,000 shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In November 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000.  The 21 persons were all accredited investors.

In June 2012, we completed a private placement of 2,925,000 Units.  Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant.  The exercise period of the warrants is three (3) years from March 1, 2012.  Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof.  If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.  The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.

As of September 30, 2012, our total assets were $230,708 and our total liabilities were $0.  We have cash of $182,708 at September 30, 2012.

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BUSINESS

General

We were incorporated in the State of Idaho on January 22, 2007 as an exploration stage mining corporation.  An exploration stage corporation is one engaged in the search for mineral deposits or reserves, which are not in either the development or production stage. We intend to conduct exploration activities on one or more of our properties. Currently, we have leases on a number of gold properties in Nevada. We maintain our statutory registered agent’s office at Columbia Stock Transfer, 601 E. Seltice Way, Suite 202, Post Falls, Idaho 83854.  Our business office is located at 2555 West Palais Drive, Coeur d’Alene, Idaho 83815. This is also our mailing address. The telephone number is (509) 928-7604.

There is no assurance that a commercially viable mineral deposit will be found on any property we explore. Further exploration will be required before a final evaluation of economic feasibility is determined. We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause our plans to change.

There is no assurance that a commercially viable mineral deposit exists on the claims and further exploration will be required before a final evaluation as to the economic feasibility is determined.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.

The fee simple title to the property we lease is owned by the United States of America.  Mountain Gold Claims, LLC and other owners have staked the land and obtained a claim from the BLM.  They then leased the properties to us.

The properties we have leased are unencumbered and there are no competitive conditions which affect the claims. Further, there is no insurance covering the claims and we believe that no insurance is necessary since the claims are unimproved and contains no buildings or improvements.

To date, we have had limited exploration activities on the properties. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the claims until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

We have no current plans, proposals or arrangements, written or otherwise, to abandon the exploration of our mineral claims and either enter into a different line of business or to complete a business combination transaction with another company.

The following maps disclose the physical locations of the properties:

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MAP 1

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MAP 2

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We lease the following properties from Mountain Gold Claims, LLC and Black Rock Exploration, LLC pursuant to written lease agreements.

DIVIDE TH PROPERTY

The Divide TH Property is comprised of two located unpatented lode mining claims of approximately 40 acres located in the Divide Mining District, situated in Esmeralda County Nevada.  The Divide TH Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC each own 50% ownership of the total 100% ownership as the registered owners of the Divide TH Project.

Location and Access

The Divide TH Property comprises of approximately 40 acres and TH 1 and TH 2 lode mining claims were located on September 1, 2011and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on November 17, 2011 as Instrument Document Number 185004 and 185005, Book 310 & Pages 298 and 299 in the official records and were filed with the Bureau of Land Management in Reno, Nevada State Office on November 28, 2011 as Instrument NMC Number 1058060 and 1058061.

The Divide TH Project is located within Sections 7 and 8, Township 1 North, Range 43 East in the Divide Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Divide TH Project is approximately 9.5 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 3.5 miles southeast along old US Hwy 9, then 3.3 miles east on unimproved dirt roads to the Divide TH Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing.  In accordance with federal regulations, the Divide TH Project is in good standing to September 1, 2012.  A yearly maintenance fee of $280 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the Divide Project, several historical prospects, adits and shafts have explored the project area. There is no recorded production from the ground covered by the Divide TH Project.  In 2003, MK Gold conducted limited reconnaissance geological mapping and geochemical sampling.  In 2006, AuEx, Inc. conducted limited reconnaissance geological mapping and geochemical sampling.  In 2011 and 2012, Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC conducted limited reconnaissance exploration and geological mapping.

Physiography, Climate, Vegetation and Water

The Divide TH Project is situated in the southeastern portion of the Divide Mining District and is approximately nine and one-half miles southeast of the town of Tonopah, Nevada.  Topography on the Project is very gentle with an average elevation range of 5,680 feet to 5,760 feet.

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The Divide TH Project area is of a typically high desert climate with relatively moderate temperatures and low precipitation.  Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah.

Regional Geology

The Divide TH Project is situated in the southwestern portion of the San Antonio Mountains within the northwest-trending Walker Lane structural domain of the Basin and Range physiographic province.  The right-lateral, strike-slip faulting associated with the Walker Lane zone created a large, east-west trending drag fold in the area of Tonopah and Divide mining districts.  Most mineralization in the Divide Mining District occurs on west-northwest slays from this regional structural activities. The Divide Mining District is situated on a major Tertiary felsic to intermediate volcanic eruptive center intruded by several late stage rhyolitic and latitic intrusive-extrusive bodies.   Miocene pre-mineral volcanic rocks in the Divide Mining District consist of the Fraction Tuff (rhyolitic), Siebert Formation tuffaceous and lacustrine siltstone and tuff, Oddie Rhyolite intrusives and lower part of the Divide Andesite.  Post-mineral volcanic rocks include the Brougher Rhyolite and upper Divide Andesite.

In the southeast portion of the Divide Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates are the dominate rocks and locally may have intruded by rhyolitic dikes, sills and plug.

Divide TH Project Geology

The Divide TH Project comprises of Tertiary volcanic rocks consisting of intermediate to felsic flows and tuffs of the Fraction Tuff host rocks and locally has been intruded by rhyolitic bodies.  The Fraction Tuff Formation has been strongly fractured and developed northeast-southwest and northwest-southeast-west faults and joints.  In the central portion of the Project area, a north-south trending hydrothermal breccia zone intrudes the Fraction Tuff and a flow banded rhyolite dome intrusive.

Divide TH Project Mineralization

At the Divide TH Project, alteration is very extensive consisting of epithermal zones of argillization-sericitization, local silicification and quartz-adularia-pyrite veinlets along faults and fracture planes. Pyrite is disseminated and occurs along and within veinlets and is general oxidized. At the Divide TH Project, a regional, north-south structural zone may control the emplacement of gold and silver mineralization exposed in old mine workings and outcrops.  Mineralization is hosted in the Fraction Tuff and may be associated with a rhyolite dome intrusive and hosted within east-west faults and a north-south trending hydrothermal breccia zone.

DIVIDE DN PROPERTY

The Divide DN Property is comprised of six located unpatented lode mining claims of approximately 120 acres located in the Divide Mining District, situated in Esmeralda County Nevada.  The Divide DN Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC each own 50% ownership of the total 100% ownership as the registered owners of the Divide DN Project.

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Location and Access

The Divide DN Project comprises of approximately 120 acres and DN 1 thru DN 6 lode mining claims were located on September 1, 2011and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on November 17, 2011 as Instrument Document Number 184997 thru 185002, Book 310 & Pages 292 thru 297 in the official records and were filed with the Bureau of Land Management in Reno, Nevada State Office on November 28, 2011 as Instrument NMC Number 1058054 thru 1058059.

The Divide DN Project is located within Sections 14, 15, 22 and 23, Township 2 North, Range 42 East the Divide Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Divide DN Project Property is approximately 3.0 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 0.3 miles southeast along old US Hwy 9 to the Divide DN Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Divide DN Project is in good standing to September 1, 2011. A yearly maintenance fee of $840 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the Project, several historical prospects have explored the project area.  There is no recorded production from the ground covered by the Divide DN Project.  In 2011, Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC conducted limited reconnaissance exploration, geological mapping and rock chip geochemical sampling.

Physiography, Climate, Vegetation and Water

The Divide DN Project is situated in the northern portion of the Divide Mining District and is approximately three miles south of the town of Tonopah, Nevada. Topography on the Project is very gentle with an average elevation range of 5,800 feet to 5,960 feet.

The Divide DN Project area is of a typically high desert climate with relatively moderate temperatures and low precipitation. Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah.

Regional Geology

The Divide DN Project is situated in the southwestern portion of the San Antonio Mountains within the northwest-trending Walker Lane structural domain of the Basin and Range physiographic province.  The right-lateral, strike-slip faulting associated with the Walker Lane zone created a large, east-west trending drag fold in the area of Tonopah and Divide mining districts.  Most mineralization in the Divide Mining District occurs on west-northwest slays from this regional structural activities. The Divide Mining District is situated on a major Tertiary felsic to intermediate volcanic eruptive center intruded by several late stage rhyolitic and latitic intrusive-extrusive bodies.  Miocene pre-mineral volcanic rocks in the Divide Mining District consist of the Fraction Tuff (rhyolitic), Siebert Formation tuffaceous and lacustrine siltstone and tuff, Oddie Rhyolite intrusives and lower part of the Divide Andesite. Post-mineral volcanic rocks include the Brougher Rhyolite and upper Divide Andesite.

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In the northern portion of the Divide Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates are the dominated host rocks and locally may have been intruded by rhyolitic dikes, sills and plugs.

Divide DN Project Geology

The Divide DN Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows and tuffs of the Fraction Tuff host rocks and has been locally intruded by rhyolitic bodies.  The Fraction Tuff Formation has been strongly fractured and developed northeast-southwest and east-west joints.

Divide DN Project Mineralization

At the Divide DN Project, alteration is very extensive consisting of epithermal zones of argillization-sericitization, local silicification and quartz-adularia-pyrite veinlets along faults and fracture planes.  Pyrite is disseminated and occurs along and within veinlets and is general oxidized and locally hosts visible, mineralized material.  At the DN claims, northeast striking structures host quartz-pyrite alteration and sampling of old workings and outcrops returned mineralized material.

DIVIDE GS PROPERTY

The Divide GS Property is comprised of two located unpatented lode mining claims of approximately 40 acres located in the Divide Mining District, situated in Esmeralda County, Nevada.  The Divide GS Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC each own 50% ownership of the total 100% ownership as the registered owners of the Divide GS Project.

Location and Access

The Divide GS Project comprises of approximately 40 acres and GS 1 and GS 3 lode mining claims were located on September 1, 2011and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on November 17, 2011 as Instrument Document Number 185007 and 185008, Book 310 & Pages 300 and 301 in the official records and were filed with the Bureau of Land Management in Reno, Nevada, State Office on November 28, 2011 as Instrument NMC Number 1058062 and 1058063.

The Divide GS Project is located within Sections 1 and 2, Township 1 North, Range 42 East in the Divide Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Divide GS Project Property is approximately 7.5 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 3.5 miles southeast along old US Hwy 9, then 1.3 miles east on unimproved dirt roads to the Divide GS Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing.  In accordance with federal regulations, the Divide GS Project is in good standing to September 1, 2012.  A yearly maintenance fee of $280 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

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History

At the Property, a several historical prospects have explored the project area. There is no recorded production from the ground covered by the Divide GS Project.  In 1991, Kennecott Exploration conducted limited reconnaissance geological mapping and geochemical sampling.  In 2003, MK Gold conducted limited reconnaissance geological mapping and geochemical sampling.  In 2006, AuEx, Inc. conducted limited reconnaissance geological mapping and geochemical sampling.  In 2011 and 2012, Mountain Gold Claims, LLC Series 5 and Black Rock Exploration, LLC conducted limited reconnaissance exploration and geological mapping.

Physiography, Climate, Vegetation and Water

The Divide GS Project is situated in the southeastern portion of the Divide Mining District and is approximately seven and one-half miles southeast of the town of Tonopah, Nevada.  Topography on the Project is very gentle with an average elevation range of 5,840 feet to 5,960 feet.

The Divide GS Project area is of a typically high desert climate with relatively moderate temperatures and low precipitation.  Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah.

Regional Geology

The Divide GS Project is situated in the southwestern portion of the San Antonio Mountains within the northwest-trending Walker Lane structural domain of the Basin and Range physiographic province.  The right-lateral, strike-slip faulting associated with the Walker Lane zone created a large, east-west trending drag fold in the area of Tonopah and Divide mining districts.  Most mineralization in the Divide Mining District occurs on west-northwest slays from this regional structural activities. The Divide Mining District is situated on a major Tertiary felsic to intermediate volcanic eruptive center intruded by several late stage rhyolitic and latitic intrusive-extrusive bodies.   Miocene pre-mineral volcanic rocks in the Divide Mining District consist of the Fraction Tuff (rhyolitic), Siebert Formation tuffaceous and lacustrine siltstone and tuff, Oddie Rhyolite intrusives and lower part of the Divide Andesite.  Post-mineral volcanic rocks include the Brougher Rhyolite and upper Divide Andesite.

In the southeast portion of the Divide Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates are the dominate rocks and locally may have intruded by rhyolitic dikes, sills and plugs.

Divide GS Project Geology

The Divide GS Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows and tuffs of the Fraction Tuff host rocks and locally has been intruded by rhyolitic bodies.

The Fraction Tuff Formation has been strongly fractured and developed northeast-southwest and northwest-southeast-west faults and joints.

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Divide GS Project Mineralization

At the Divide GS Project, alteration is very extensive consisting of epithermal zones of argillization-sericitization, local silicification and quartz-adularia-pyrite veinlets along faults and fracture planes.  Pyrite is disseminated and occurs along and within veinlets and is general oxidized and locally hosts visible, mineralized material.  At the GS claims, northwest structures host quartz-pyrite alteration and sampling of old workings and outcrops returned mineralized material.

KLONDIKE 25-59 PROPERTY

The Klondike 25-59 Property is comprised of two located unpatented lode mining claims of approximately 33 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada.  The Klondike 25-59 Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike 25-59 Project.

Location and Access

The Klondike 25-59 Project comprises of approximately 33 acres and KN 25 lode mining claim was located on November 22, 2006 and was filed in the Esmeralda County recorder’s office in Goldfield, Nevada on February 13, 2007 as Instrument Document Number 166406, Book 249 & Page 360 in the official records and was filed with the Bureau of Land Management in Reno, Nevada, State Office on February 14, 2007 as Instrument NMC Number 946383.

KN 59 lode mining claim was located on January 19, 2007 and was filed in the Esmeralda County recorder’s office in Goldfield, Nevada on April 16, 2007 as Instrument Document Number 167077, Book 251 & Page 391 in the official records and was filed with the Bureau of Land Management in Reno, Nevada, State Office on April 17, 2007 as Instrument NMC Number 949623.

The Klondike 25-59 Project is located within Section 24, Township 1 North, Range 42 East and Section 19, Township 1 North, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Klondike 25-59 Property is approximately 12.2 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.5 miles along an improved and dirt road to the Klondike 25-59 Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing.  In accordance with federal regulations, the Klondike 25-59 Project is in good standing to September 1, 2012. A yearly maintenance fee of $280.00 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the property, a few historical prospects have explored the project area. There is no recorded production from the ground covered by the Klondike 25-59 Project.  In 2006, Mountain Gold Exploration, Inc. conducted limited renaissance exploration and geological mapping.  Between 2008 and 2009, exploration and geological mapping was conducted by AuEx, Inc.

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Physiography, Climate, Vegetation and Water

The Klondike 25-59 Project is situated midway between the towns of Tonopah and Goldfield, Nevada and approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.

Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,560 feet.

The Klondike 25-59 Project area is of a typically desert climate with relatively high temperatures and low precipitation.  Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah or Goldfield.

Regional Geology

The Klondike 25-59 Project is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersects a possible, recently recognized caldera margin.  The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast.  Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization.  The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone, Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert.  The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills.  In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.

Klondike 25-59 Project Geology

The Klondike 25-59 Project comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies.

Klondike 25-59 Project Mineralization

At the Klondike 25-59 Project, alteration includes local quartz-calcite veining-stockwork, argillization and disseminated pyritization.  Mineralized material in the Klondike 25-59 Project area is hosted along scattered north-south striking calcite-quartz stockwork veinlets which intrude Tertiary volcanic tuffs and agglomerates.

KLONDIKE 41 PROPERTY

The Klondike 41 Property is comprised of one located unpatented lode mining claim of approximately 20 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada.  Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike 41 Project.

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Location and Access

The Klondike 41 Project comprises of approximately 20 acres and KN 41 lode mining claim was located on November 22, 2006 and was filed in the Esmeralda County recorder’s office in Goldfield, Nevada on February 13, 2007 as Instrument Document Number 166423, Book 249 & Page 376 in the official records and were filed with the Bureau of Land Management in Reno, Nevada, State Office on February 14, 2007 as Instrument NMC Number 946399.

The Klondike 41 Project is located within Section 13, Township 1 North, Range 42 East in the Klondike Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Klondike 41 Property is approximately 12.0 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.3miles along a dirt road to the Klondike 41 Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Klondike 41 Project is in good standing to September 1, 2012.  A yearly maintenance fee of $140.00 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the Project, a few historical prospects have explored the project area. There is no recorded production from the ground covered by the Klondike 41 Project.  In 2006, Mountain Gold Exploration, Inc. conducted limited reconnaissance exploration and geological mapping. Between 2008 and 2009, Exploration and geological mapping was conducted by AuEx, Inc.

Physiography, Climate, Vegetation and Water

The Klondike 41 Project is situated midway between the towns of Tonopah and Goldfield, Nevada approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.

Topography on the Project is gentle to moderate with an average elevation range of 5,400 feet to 5,480 feet.

The Klondike 41 Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.

Regional Geology

The Klondike 41 Property is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersects a possible, recently recognized caldera margin.  The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast.  Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization.  The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian

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Emigrant Formation consisting of argillite and limestone and the Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert.  The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills.  In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.

Klondike 41 Project Geology

The Klondike 41 Project comprises of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies.

Klondike 41 Project Mineralization

At the Klondike 41 Project, alteration includes local quartz-calcite veining-stockwork, argillization and disseminated pyritization.  Mineralization in the Klondike 41 Project area includes anomalous mineralized material hosted along scattered north-south striking calcite-quartz stockwork veinlets which intrude Tertiary volcanic tuffs and agglomerates.

KLONDIKE CENTRAL PROPERTY

The Klondike Central Property is comprised of nine located unpatented lode mining claims of approximately 160 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada.  The Klondike Central Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike Central Project.

The Klondike Central Property comprises of approximately 160 acres and KN 1 thru KN 6 lode mining claims were located on August 29, 2006 and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on November 22, 2006 as Instrument Document Number 165874 thru 165879, Book 247 & Pages 209 thru 214 in the official records and were filed with the Bureau of Land Management in Reno, Nevada, State Office on November 17, 2006 as Instrument NMC Number 938562 thru 938567.

KN 14 thru KN 16 lode mining claims were located on October 17, 2006 and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on November 22, 2006 as Instrument Document Number 165881 thru 165883, Book 247 & Pages 215 thru 217 in the official records and were filed with the Bureau of Land Management in Reno, Nevada, State Office on November 28, 2006 as Instrument NMC Number 940167 thru 9440169.

The Klondike Central Property is located within Section 24, Township 1 North, Range 42 East, and Sections 19, Township 1 North, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Klondike Central Property is approximately 12.2 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.5 miles along an improved gravel road to the Klondike Central Project.

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In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Klondike Central Project is in good standing to September 1, 2012.  A yearly maintenance fee of $1,260.00 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the Property, several prospects, adits and mine shafts have explored the project area. Although, there is no recorded production from the ground covered by the Klondike Central Project, disturbed ground near the main mine workings may suggest limited open pit and underground operations in the 1900’s.  In 2006, Mountain Gold Exploration, Inc. conducted limited reconnaissance geological mapping and geochemical sampling.  Between 2008 and 2009, geological mapping, geochemical soil and rock chip sampling, geophysical magnetic survey, along with limited reverse circulation drilling was conducted by AuEx, Inc.  In 2011-2012, Mountain Gold Claims, LLC conducted limited geological mapping and geochemical sampling for Idaho North Resources Corporation.

Physiography, Climate, Vegetation and Water

The Klondike Central Project is situated midway between the towns of Tonopah and Goldfield, Nevada approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.

Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,640 feet.

The Klondike Central Project area is of a typically desert climate with relatively high temperatures and low precipitation.  Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.

Regional Geology

The Klondike Central Property is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersects a possible, recently recognized caldera margin.  The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast.  Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization.  The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone, Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert.  The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills.  In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.

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Klondike Central Project Geology

The northern portion of the Klondike Central Project comprise of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and have been locally intruded by rhyolitic dikes, sills and flow domes.  In the southern portion of the Klondike Central Project, older Cambrian-Paleozoic limestone, argillite, carbonaceous argillite, siltstone and shale sedimentary rocks dominate to area and are locally intruded by Tertiary rhyolitic dikes and sills.  In the central portion of the Klondike Central Project, a northwest-southeast trending fault zone separates the Tertiary volcanic rocks from the older Cambrian-Paleozoic sedimentary rocks.

Klondike Central Project Mineralization

At the Klondike Central Property, alteration is wide spread covering the majority of the project area.  Alteration includes silicification, quartz-calcite veining, stockwork, argillization, pyritization and iron-manganese-jarosite oxidation alteration.  Mineralized material in the Klondike Central Project is hosted along the northwest-southeast structural zone and localized along bedding plane, structural zones in the Cambrian-Paleozoic sedimentary rocks.

KLONDIKE SOUTHEAST PROPERTY

The Klondike Southeast Project is comprised of twenty six located unpatented lode mining claims of approximately 520 acres located in the Klondike Mining District, situated in Esmeralda County Nevada.  The Klondike Southeast Project covers formal exploratory workings on an indicated mineral showing.  Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike Southeast Project.

Location and Access

The Klondike Southeast Project comprises of approximately 520 acres and KN 100 thru KN 109 and KN 147 thru KN 162 lode mining claim were located on November 16, 2011and were filed in the Esmeralda County recorder’s office in Goldfield, Nevada on February 6, 2012 as Instrument Document Number 186186 thru 186211, Book 312, Pages 306-331in the official records and were  filed with the Bureau of Land Management in Reno, Nevada State Office on February 9, 2012 as Instrument NMC Number 1066359 thru 1066384.

The Klondike Southeast Property is located within Section 29 and 32, Township 1 North, Range 43 East and Section 5, Township 1 South, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.

Access from Tonopah, Nevada to the Klondike Southeast Property is approximately 14.2 miles to the southeast.  From the Town of Tonopah, Nevada, access via 2.7 miles from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 4.5 miles along an improved and dirt road to the Klondike Southeast Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing.  In accordance with federal regulations, the Klondike Southeast Project is in good standing to September 1, 2012. A yearly maintenance fee of $3,640 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

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History

At the Project, several historical prospects have explored the project area.  There is no recorded production from the ground covered by the Klondike Southeast Project.  Between 2008 and 2009, exploration and geological mapping and sampling was conducted by AuEx, Inc.

Physiography, Climate, Vegetation and Water

The Klondike Southeast Project is situated midway between the towns of Tonopah and Goldfield, Nevada approximately 14 miles southeast of Tonopah in the northern portion of the Klondike Hill.

Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,640 feet.

The Klondike Southeast Project area is of a typically desert climate with relatively high temperatures and low precipitation.  Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.

Regional Geology

The Klondike Southeast Project is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersects a possible, recently recognized caldera margin.  The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast.  Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious mineralization.  The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone, Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert.  The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills.  In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.

Klondike Southeast Project Geology

The Klondike Southeast Project comprises of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies and older.  Adjacent to the Tertiary volcanic rocks to the west and south, older Cambrian-Paleozoic limestone, and carbonaceous argillite-siltstone sedimentary rocks occur and may be locally intruded by Tertiary rhyolitic dikes and sills.

Klondike Southeast Mineralization

At the Klondike Southeast Project, alteration of the volcanic tuffs and agglomerate rocks appears high-level consisting of argillization and local quartz-calcite veining-stockwork and disseminated pyritization.  The surrounding older Cambrian-Paleozoic rocks to the west and south are pervasively silicified and cut by quartz stockwork and the alteration appears similar to Carlin-type systems.  Mineralization in the Klondike Southeast Project area includes anomalous mineralized material in both host rock units.

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EAGLEVILLE PROPERTY

The Eagleville Property is comprised of fifty eight (58) located unpatented lode mining claims of approximately 1,160 acres located in the Eagleville Mining District, situated in Mineral County Nevada.  Mountain Gold Exploration, Inc. owns 34% ownership and Lane Griffin and Associates owns 66% ownership and collectively both parties own a total 100% ownership as the registered owners of the Eagleville Project.  The Eagleville Property is leased to us pursuant to a written Exploration and Mining Lease and Option to Purchase Agreement dated July27, 2012.

Location and Access

The Eagleville Property is comprised of approximately 1,160 acres and 58 lode mining claims which were located and filed in the Mineral County recorder’s office in Hawthorne, Nevada.

The Eagleville Project is located within Sections 33, 34, 35, Township 14 North, Range 33 East and Sections 2, 3, 4 and 5 Township 13 North, Range 33 East in the Eagleville Mining District of Mineral County, Nevada.

Access from Fallon Nevada, Nevada to the Eagleville Project is approximately 50 miles to the southeast.  From the Town of Fallon, Nevada, access via 30 miles southeast from Fallon on US Hwy 50, then 17 miles south along Nevada State Route 839, then 3 miles east on unimproved dirt roads to the Eagleville Project.

In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing.  In accordance with federal regulations, the Eagleville Project is in good standing to September 1, 2013.  A yearly maintenance fee of $8,120 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claim in good standing for an additional year.

History

At the Eagleville Project, several historical prospects, adits and shafts have explored the project area. Between 1884 and 1894, there was approximately $20,000 (1,000 ounces of gold) undocumented recorded production from the ground covered by the Eagleville Project.  In 1982, Duval conducted underground mapping and sampling.  In 1983, Phelps Dodge conducted surface mapping.

Physiography, Climate, Vegetation and Water

The Eagleville Project is situated in the central portion of the Eagleville Mining District and is approximately 50 miles southeast of the town of Fallon, Nevada. Topography on the Project is moderate relief gentle with an average elevation range of 5,600 feet to 6,260 feet.

The Eagleville Project area is of a typically high desert climate with relatively moderate temperatures and low precipitation. Vegetation consists mainly of sparse sage brush.  Sources of water would be available from valley wells and springs or from the Rawhide gold and silver deposit.

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Regional Geology

The Eagleville Project is located in the southern flank of the Sand Springs Range and situated in the transitional structural zone along the northeastern bounding structure of the Walker Lane Structural Belt which separates the Great Basin and the Walker Lane physiographic provinces.

Eagleville Project Geology

At Eagleville, Triassic age complex of bi-modal intrusives dikes, sills and plugs have intruded meta-volcanic and sedimentary rocks of the Excelsior Formation, which in turn were intruded by Cretaceous granites.  Locally, post-mineral Tertiary rocks cover and conceal portions of the mineralized system.

Eagleville Project Mineralization

At the Eagleville Project, the earliest mineralization appears to be a series of north 80 east striking, silver-lead-barite veins that extend at least 3000 feet. These earlier north 80 east trending silver-lead-barite vein structural zones is steeply dipping and well exposed for over 3000 feet to the southwest and an isolated exposure in a drainage canyon suggests the veins may extend over 8,000 feet.   High grade, narrow, free-gold mineralization is hosted along a series of northwest striking, en echelon quartz-pyrite vein and numerous working have explored and mined these veins.  The gold is found primarily in the free state as sub millimeter grains with minor sulfides and iron oxides.   The quartz veins were mined at an average width of 3 feet from the surface down to over 400 feet down dip by stoping on 50 foot levels.

Property Agreements

We lease the foregoing properties pursuant to lease agreements:

1. Mountain Gold Claims LLC for the Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.

2. Mountain Gold Claims LLC and Black Rock Exploration LLC for the Divide TH Property, Divide DN Property and Divide GS Property.

3. Eagleville Property

On October 24, 2011, we entered into an Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) with Mountain Gold Claims, LLC. Series 8, a Nevada Limited Liability Company (“MGC”) wherein we leased the Klondike North Property from MGC under the terms of the claims MGC holds on the property.  The term of the lease is 50 years.  Under the terms of the Agreement we are obligated to make yearly lease payments to MGC of $10,000 or 250,000 restricted shares of common stock the first year, $20,000 the second year; $30,000 the third year; $40,000 the fourth year; $50,000 the fifth year; and, $100,000 the eleventh year and thereafter.  Further, we are obligate to issue 500,000 restricted shares of common stock to Mountain Gold Holdings LLC, Series S.  In addition we are obligated to pay MGC a net smelter royalty of 3% from the sale or production of minerals from the property.  We are also obligated to expend at least $5,000 during the first year of the Agreement; $25,000 the second year; $50,000 the third year; $75,000 the fourth year; and, $100,000 the fifth year and thereafter. In addition to the foregoing, we are obligated to perform work assessments on the property required by federal and state laws.  In consideration of the foregoing, we have the right to remove all

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minerals from the property.  We also have the right to acquire 1% of the smelter royalty for $1,000,000 and an additional 1% for $3,000,000.  We also have the right to purchase the claims underlying the Agreement from MGC in consideration of $400,000.  During the term of the lease, we are obligated to pay all fees related thereto and indemnify MGC from any losses incurred by MGC.  The Agreement contains additional obligations to be performed by us during the term of the Agreement.

On February 21, 2012, we entered into an Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) with Mountain Gold Claims, LLC. Series 5, a Nevada Limited Liability Company and Black Rock Exploration LLC, a Nevada Limited Liability Company (collectively the “Owner”) wherein we leased the Divide Property from the Owner under the terms of the claims Owner holds on the property.  The term of the lease is 50 years.  Under the terms of the Agreement we are obligated to deliver 100,000 restricted shares of common stock on the execution of the Agreement and make yearly lease payments to the Owner of $10,000 or 100,000 restricted shares of common stock the first year; $20,000 the second year; $30,000 the third year; $40,000 the fourth year; $50,000 the fifth year; and, $100,000 the eleventh year and thereafter.  Further, we are obligate to issue 100,000 restricted shares of common stock to the Owner.  In addition we are obligated to pay the Owner a net smelter royalty of 3% from the sale or production of minerals from the property.  We are also obligated to expend at least $5,000 during the first year of the Agreement; $25,000 the second year; $50,000 the third year; $75,000 the fourth year; and, $100,000 the fifth year and thereafter. In addition to the foregoing, we are obligated to perform work assessments on the property required by federal and state laws.  In consideration of the foregoing, we have the right to remove all minerals from the property.  We also have the right to acquire 1% of the smelter royalty for $1,000,000 and an additional 1% for $3,000,000.  We also have the right to purchase the claims underlying the Agreement from Owner in consideration of $400,000.  During the term of the lease, we are obligated to pay all fees related thereto and indemnify Owner from any losses incurred by Owner.  The Agreement contains additional obligations to be performed by us during the term of the Agreement.

On July 27, 2012, we entered into an Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates (collectively the “Owner”) wherein we leased the Eaglesville Property from the Owner.  The term of the lease is 50 years.  Under the terms of the Agreement we are obligated to deliver a total of 600,000 restricted shares of common stock over the next two years and make Advance Royalty Payments of $6,000 upon the execution of the Agreement; $15,000 prior to July 27, 2013; $20,000 prior to July 27, 2014; $30,000 prior to July 27, 2015; $40,000 prior to July 27, 2016; $50,000 prior to July 27, 2017; and $100,000 prior to July 27, 2018 and each year thereafter during the term of the Agreement.    In addition we are obligated to pay the Owner a net smelter royalty of 3% from the sale or production of minerals from the property and pay a production royalty equal to 1% of the net smelter returns.  We are also obligated to expend at least $5,000 during the first year of the Agreement; $10,000 the second year; $25,000 the third year; $50,000 the fourth year; and, $100,000 the fifth year and each year thereafter.  In addition to the foregoing, we are obligated to perform work assessments on the property required by federal and state laws.  In consideration of the foregoing, we have the right to remove all minerals from the property.  We also have the right to acquire 1% of the smelter royalty for $1,000,000 and an additional 1% for $3,000,000.  We also have the right to purchase the claims underlying the Agreement from Owner in consideration of $400,000.  During the term of the lease, we are obligated to pay all fees related thereto and indemnify Owner from any losses incurred by Owner.  The Agreement contains additional obligations to be performed by us during the term of the Agreement.

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Supplies

Supplies and manpower are readily available for exploration of the claim.

Other

Other than our interest in the claims, we own no other property.

Our Proposed Exploration Program

Working with a $120,000 budget, we plan on conducting geological mapping and additional rock chip and soil sampling, underground rock chip sampling, and if necessary preforming hand trenching work to expose bedrock.  The object of this work will be to determine if there is an economically recoverable gold-silver resource on the properties.  All sample locations will be marked and mapped.  The initial phase of work will provide enough information to allow the company to decide whether or not to proceed to the next phase of exploration and warrant follow up drilling. 

It will take us two to three weeks to conduct the geological mapping and rock chip sampling, as well as hand trenching, if necessary.  It will take approximately another two to three weeks to obtain results from the lab.  We will plot all sample locations on enlarged topographic maps and provide GPS with these locations.  Thereafter we will begin reverse circulation or core drilling.

Funds will be used for GIS/drafting and data compilation work, land-claim research compilation, claim surveying, staking and recording, grid surveying and installation, sample collecting, hand trenching, geological mapping, supplies, shipping, lab costs, meals, lodging, truck fuel and mileage expenses and labor.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

The properties are undeveloped raw land. Exploration and surveying has not been initiated until we raise additional money. That is because we do not have money to complete exploration.

Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material.  Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material.  We can’t predict what that will be until we find mineralized material.

We do not claim to have any minerals or reserves whatsoever at this time on any of the claims.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success.  That is because we have a piece of raw land and we intend to look for a gold-silver ore body.  We may or may not find an ore body.  We have the right to prospect, explore, test, develop, work and mine the claims.  We hope we do, but it is impossible to predict the likelihood of such an event.  The overwhelming likelihood is that there is no ore body on our mineral claims.  In addition, the nature and direction of the exploration may change depending upon initial results.

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We do not have any plan to take our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.

The following is an outline of the estimated maximum costs of this first phase of exploration of our properties:

Consulting Services	$	50,000
Survey & Surface Sampling	$	20,000
Trenching & Sampling	$	50,000
Core Drilling	$	200,000 – 300,000
Analyzing Samples	$	30,000

Currently we have approximately $120,000 to begin the first phase of exploration.  We will have to raise additional capital to complete the first phase.  We intended to obtain the capital from the exercise of our Redeemable Warrants; possible sale of additional shares of common stock; or loans.  There is no assurance that we will raise the additional funds to complete the first phase of exploration.

Competitive Factors

The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the claims. We will either find gold on the claims or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in the United States and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Rental Fee Requirement

We are obligated under our agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC to pay the rental fee.  The Federal government’s Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $140 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the Bureau of Land Management by August 31, of each year. We have paid this fee through 2012. The assessment year ends on noon of September 1 of each year.  The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located.  We do not qualify for a Small Miner Exemption.  The following sets forth the BLM fee schedule:

Fee Schedule (per claim)
Location Fee	$	30.00
Maintenance Fee	$	140.00
Service Charges	$	10.00
Transfer Fee	$	5.00
Proof of Labor	$	5.00

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Notice of Intent to Hold	$	10.50
Transfer of Interest	$	10.00
Amendment	$	5.00
Petition for Deferment of Assessment Work	$	25.00
Notice of Intent to Locate on Stock Raising Homestead land	$	25.00

The BLM regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level, and 3. Plan of Operation level.

1.   Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.

2.   Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.

3.   Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.

Operators are encouraged to conduct a thorough inventory of the claims to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken “before” and “after” any mining activity.

If an operator constructs access or uses an existing access way for an operation and would object to BLM blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.

Concurrence by the BLM for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant’s responsibility to prepare a complete notice or plan of operators.

Mining Claims on State Land

The Nevada law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Nevada trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.

We will secure all necessary permits for exploration and, if development of a claim is warranted, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

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We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the claims.

We will secure all necessary permits for exploration and, if development is warranted on a claim, will file final plans of operation before we start any mining operations. At this point, a permit from the BLM would be required. Also, we would be required to comply with the laws of the state of Nevada and federal regulations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of a claim. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

Subcontractors

We intend to use the services of subcontractors for certain exploration work on our properties when deemed necessary. The members of our Technical Advisory Committee will conduct the majority of the surveying, exploration, and excavating of the property. Further, we will hire geologists and engineers as independent contractors on an as needed basis. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future outside of the existing members of our management team and advisory committee. Accordingly, we cannot determine at this time the precise number of people we will retain to perform the foregoing services. Mr. Fralich will handle our administrative duties.

Employees and Employment Agreements

At present, only one of our officers/directors is a full-time employee and will devote all of his time to our operations. That person is Mark Fralich, our president. One other officer, Erik Panke is a part-time employee and will devote about 10% of his time or four hours per week to our operation. Mr. Panke will perform the accounting and bookkeeping services for the corporation.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future.

Claim Interests and Mining Claims in General

Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

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Reclamation

We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Government Regulation

Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will obtain the licenses, permits or other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Idaho, Nevada and the United States.

Our mineral exploration program is subject to the regulations of the Bureau of Land Management.  The prospecting on the claims are provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.

Environment Regulations

Our activities are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business in a way that safeguards public health and the environment.  We will conduct our operational compliance with applicable laws and regulations.

Changes to current state or federal laws and regulations, where we intend to operate could in the future require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our project.

During 2012, there were no material environmental incidents or non-compliance with any applicable environmental regulations on the properties.

Our Office

Our office is located at 2555 West Palais Drive, Coeur d’Alene, Idaho 83815. This is also our mailing address. The telephone number is (509) 928-7604.  We lease the foregoing office from Timothy Major, pursuant to a written lease.  The term of the lease is for 1-year beginning January 1, 2012 ending December 31, 2012 and our monthly rent is $100 per month for a 500 square foot office.

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MANAGEMENT

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is appointed by the board of directors and serves until he resigns or is replaced. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors are set forth below:

Name and Address	Age	Position(s)
Mark A. Fralich 4836 S. Progress Court Veradale, WA  99037	63	President and a member of the Board of Directors
Erik Panke 269 Diamond Hitch Dr. Kellogg, ID  83837	47	Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and a member of the Board of Directors
Gregory S. Stewart 461 Paradise Lane Pinehurst, ID  83850	46	Member of the Board of Directors
Douglas D. Dobbs 8824 South Hilby Rd. Spokane, WA  99223	45	Member of the Board of Directors

Mark A. Fralich

Mark A. Fralich has been our president and a member of the board of directors since September 2011.  From January 2007 to August 2008, Mr. Fralich was a consultant for Mines Management Inc., providing investor relations “Precious Metals seminars” throughout the United States and Canada to Institutional and Retail investors.  Mines Management Inc., located in Spokane, Washington, is a U.S.-based exploration and development company engaged in the acquisition, exploration, and development of silver-dominant mineral projects.  From August 2008 to February 2010 Mr. Fralich rendered consulting services relating to marketing and investor relations to United Mines Services, Inc., located in Pinehurst, Idaho.  Mr. Fralich was involved in the development of all marketing materials as well as marketing the company to Institutional and Retail investors through a variety of mining related conferences and showcase events.  United Mines Services, Inc. was engaged in the business of providing a variety of mine related services relating to mine owners as well as development of the Crescent Silver Mine in the Silver Valley, near Kellogg, Idaho, under the new company name United Silver.  From February 2010 to August 2011 Mr. Fralich provide consulting services to Consolidated Goldfields, Inc., located in Reno, Nevada.  He was responsible for contacting Institutional and Retail investors with regards to diversification of their investment portfolios, website design, and marketing materials for Consolidated Goldfields, Inc.  Consolidated Goldfields, Inc. is a junior gold-silver company involved in a variety of mining areas including exploration, development, and operations for both major and other junior mining companies.  From August 2011 to April 2012, Mr. Fralich has been a consultant involved in investor relations for Silver Scott Mines Inc., based out of Hilton Head, S.C.  Silver Scott Mines is a development stage precious metals mining company that currently operates in Mexico through a wholly owned subsidiary.  Mr. Fralich has been actively involved in contacting Institutional and Retail Investors with the progress of the Silver Scott Mines operations.

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Erik Panke

Since January 1, 2012, Erik Panke has been our secretary, treasurer, principal financial officer, principal accounting officer and since February 2012, Mr. Panke has been a member of our board of directors.  Since April 2008, Mr. Panke has served as both chief financial officer and controller of United Mine Services, Inc., located in Kellogg, Idaho.  United Mine Services, Inc. owns 80% of the Crescent Silver Mine and is also engaged in the business of providing a variety of mine related services to mine owners. United Mine Services is a wholly owned subsidiary of United Silver Corp., which trades on the Toronto Stock Exchange under the symbol USC.  From 1986 to March 2008, Mr. Panke worked for Washington Group International, Inc., formerly Morrison Knudsen Corporation, an international engineering, construction, mining, and program management company.  He started as a field accountant and progressed to Senior Manager of Business at project sites throughout the United States.  He was responsible for all corporate accounting and administrative duties on engineering and construction projects, including cost and budgeting, payroll and human resources administration, client relations and financial statement preparation.

Gregory S. Stewart

Since September 2011, Gregory A. Stewart has been a member of our board of directors.  Since July 2007, Mr. Stewart has served as president, chief executive officer and a director of United Mine Services, Inc., located in Kellogg, Idaho.  United Mine Services, Inc. owns 80% of the Crescent Silver Mine and is also engaged in the business of providing a variety of mine related services to mine owners. United Mine Services is a wholly owned subsidiary of United Silver Corp., which trades on the Toronto Stock Exchange under the symbol USC.   Since May 2010, Mr. Stewart has been a director of United Silver Corp., and he was the CEO from May 2010 to September 2010.  From 1992 to June 2007, Mr. Stewart was the sole owner of Stewart Contracting, Inc., a heavy civil and environmental remediation company located in Pinehurst Idaho.  Stewart Contracting, Inc. provided excavation, road construction, steam restoration, demolition, environmental remediation, and reclamation services to public and private clients in North Idaho’s Silver Valley.  On June 30, 2007, United Mine Services acquired Stewart Contracting and retained Mr. Stewart as president and chief executive officer.   

Douglas D. Dobbs

Since February 2012, Douglas D. Dobbs has been a member of our board of directors.  Since October 2002, Mr. Dobbs has held several positions with Mines Management, Inc., located in Spokane, Washington.  Mines Management, Inc. is a U.S.-based exploration and development company engaged in the acquisition, exploration, and development of silver-based dominant mineral projects.  Since October 2002, Mr. Dobbs has been a member of Mines Management’s board of directors and is Vice President of Corporate Finance and Development.

Involvement in Certain Legal Proceedings

During the past ten years, Messrs. Fralich, Panke, Stewart, and Dobbs have not been the subject of the following events:

1. A petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing;

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2. Convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from, or otherwise limiting, the following activities;

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; or

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended, (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the size of our operations, at the present time we believe the services of a financial expert are not warranted.

Conflicts of Interest

There are no conflicts of interest with respect to our officers, directors and key employees.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers from July 1, 2010 through June 30, 2012 for fiscal year 2012 and from July 1 through September 30, 2012 for fiscal year 2013.

Summary Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension
							Value &
						Non-	Nonqual-
						Equity	ified
						Incentive	Deferred	All
						Plan	Compen-	Other
				Stock	Option	Compen-	sation	Compen-
Name and Principal	Fiscal	Salary	Bonus	Awards	Awards	sation	Earnings	sation	Totals
Position [1]	Year	($)	($)	($)	($)	(S)	($)	($)	($)
Mark Fralich	2013	10,000	0	0	0	0	0	0	10,000
President	2012	0	0	14,000	0	0	0	0	14,000
Erik Panke	2013	0	0	0	0	0	0	0	0
Secretary & Treasurer	2012	0	0	3,000	0	0	0	0	3,000

Employment Agreements

We have no employment agreements with any of our officers, directors or advisors other than as follows:

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Mark Fralich, our President does not have an employment agreement with us.  The board of directors is considering paying him a minimum of $5,000 per year and a maximum of $20,000 per year based on what percentage of the private placement that is sold.  To date, we have not had sufficient funding to pay a salary to Mr. Fralich. We may pay Mr. Fralich a performance bonus as determined by the board of directors. Further, he will be entitled to participate in employee benefit plans as they develop and stock option plans as determined by the board of directors. On January 23, 2012, Mr. Fralich received a 200,000 share stock award with a value of $4,000 for past services rendered to the corporation. On June 30, 2012, Mr. Fralich also received a 100,000 share stock award with a value of $10,000 for services rendered to the corporation.

Erik Panke, our secretary, treasurer, principal financial officer, and principal accounting officer has an employment agreement with us to provide accounting services to us.  The agreement is to pay him $500 per year in stock for bookkeeping and accounting services. The corporation will pay Mr. Panke a performance bonus as determined by the board of directors. Further, he will be entitled to participate in employee benefit plans as they develop and stock option plans as determined by the board of directors.

Director Compensation

The following table sets forth information with respect to compensation paid by us to our directors from July 1, 2010 through June 30, 2012 for fiscal year 2012 and from July 1 through September 30, 2012 for fiscal year 2013.

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
						Change in
						Pension Value
		Fees			Non-Equity	and Nonqualified
		Earned or			Incentive	Deferred	All
		Paid in	Stock	Option	Plan	Compensation	Other
	Fiscal	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	Year	($)	($)	($)	($)	($)	($)	($)
Mark A. Fralich	2013	10,000	0	0	0	0	0	10,000
	2012	0	14,000	0	0	0	0	14,000
Erik Panke	2013	0	0	0	0	0	0	0
	2012	0	3,000	0	0	0	0	3,000
Gregory S. Stewart	2013	0	0	0	0	0	0	0
	2012	0	3,500	0	0	0	0	3,500
Douglas D. Dobbs	2013	0	0	0	0	0	0	0
	2012	0	2,500	0	0	0	0	2,500

All compensation received by our officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.

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Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Idaho.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Idaho law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all of the Units in this private placement. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

		Percentage of	Number of	Percentage of
	Number of Shares	Ownership	Shares Owned	Shares Owned
Name and Address of	Currently	Based on Current	Assuming Sale	Assuming Sale
Beneficial Owner	Owned	Ownership	of Shares	of Shares
Mark Fralich[1] 2555 W. Palais Drive Coeur d’Alene, ID  83815	550,000	7.23%	440,000	5.78%
Erik Panke 2555 W. Palais Drive Coeur d’Alene, ID  83815	85,000	1.12%	68,000	0.89 %
Gregory A. Stewart 2555 W. Palais Drive Coeur d’Alene, ID  83815	175,000	2.30%	140,000	1.84%
Douglas D. Dobbs 2555 W. Palais Drive Coeur d’Alene, ID  83815	25,000	0.33%	20,000	0.26
All officers and directors as a group (4 people)	835,000	10.97%	668,000	8.78%

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Timothy and Sara Major 2555 W. Palais Drive Coeur d’Alene, Idaho  83815	725,000	9.53%	580,000	7.62%
Avery Family LLC [2] 2624 Edgerock Road Reno, NV  89519	500,000	6.57%	0	0.00%
Mountain Gold Holdings LLC [3] 760 Brenda Way Washoe Valley, Nevada  89704	876,000	11.51%	700,800	9.21%

[1] Includes 400,000 shares of common stock owned by Mark Fralich and 150,000 shares of common stock owned by Mark and Linda Fralich, husband and wife.

[2] Ron Avery exercises voting and dispositive control over the shares of common stock owned by Avery Family LLC.

[3] Thomas Callicrate exercises voting and dispositive control over the shares of common stock owned by Mountain Gold Holdings.

Future sales by existing stockholders

A total of 7,611,000 shares of common stock have been issued to 74 persons, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. The shares can be only sold pursuant to an effective registration statement filed with the SEC or pursuant to an exemption from registration.  Rule 144 may be unavailable to us if we were or are a “shell company”.  A “shell company” is a corporation with no or nominal assets, or its only asset is cash, and no or nominal operations.  A corporation can only be relieved of shell status by filing a registration statement with the SEC which is declared effective; filing a Form 8-K and completing Item 5.06 thereof; and, waiting one year.

Shares purchased in this private placement, are a restricted securities and may only be resold pursuant to an effective registration statement filed with the United States Securities and Exchange Commission (the “SEC”) and declared effective by the SEC or pursuant to an exemption from registration.  We are under no duty to register the shares of common stock sold to you or find an exemption by which you can sell your shares.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly have no securities authorized for issuance under any equity compensation plans.

Selling Shareholders

The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and includes all warrants exercisable within the next six months.

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Name	Total number of shares owned prior to offering	Percentage of shares owned prior to offering	Number of shares being offered	Percentage of shares owned after the offering assuming all of the shares are sold in the offering
Abrams, Russell L. [1]	75,000	0.83%	75,000	0.00%
Allen, Ronald L. [2]	85,000	0.94%	85,000	0.00%
Aronow, James B. [3]	150,000	1.65%	150,000	0.00%
Avery Family LLC [4], [5]	750,000	8.27%	750,000	0.00%
Berry, Harry & Renate [6]	300,000	3.31%	300,000	0.00%
Binstead, Estelle	10,000	0.11%	10,000	0.00%
Binstead, Greg	10,000	0.11%	10,000	0.00%
Black Rock Exploration LLC [7]	70,000	0.77%	14,000	0.62%
Bowring, Christopher & Fiona [8]	75,000	0.83%	75,000	0.00%
Cell, Robert [9]	112,500	1.24%	112,500	0.00%
Ciapara, Roger J. Ciapara Trust [10] [11]	75,000	0.83%	75,000	0.00%
Collins, Keri [12]	75,000	0.83%	75,000	0.00%
Collins, Kevin [13]	87,500	0.96%	87,500	0.00%
Corigliano, Becky	10,000	0.11%	10,000	0.00%
Cougar Valley LLC [14]	100,000	1.10%	100,000	0.00%
Dircksen, Paul E.	110,000	1.21%	30,000	0.88%
Dobbs, Doug	25,000	0.28%	5,000	0.22%
Farag, Wahid & Kellie	50,000	0.55%	50,000	0.00%
Fralich Living Trust, John L. & Linda D. [15]	50,000	0.55%	50,000	0.00%
Fralich, Mark [16]	450,000	4.96%	80,000	4.08%
Fralich, Mark A. & Lynda S.	150,000	1.65%	30,000	1.32%
Gorman, Thomas	10,000	0.11%	10,000	0.00%
Goss, Stephen	250,000	2.76%	50,000	2.20%
Greene, Willam [17]	300,000	3.31%	300,000	0.00%
Griffin, Lane [18]	75,000	0.83%	75,000	0.00%
Gunter, John	100,000	1.10%	20,000	0.88%
Haakenson, Tim	100,000	1.10%	20,000	0.88%
Higgins, Lewis	10,000	0.11%	10,000	0.00%
Higgins, Lewis & Gloria [19]	75,000	0.83%	75,000	0.00%
Hoffman, Todd	10,000	0.11%	10,000	0.00%
Holzinger, Walter & Ofelia [20]	75,000	0.83%	75,000	0.00%
Hussey, Daniel H. [21]	75,000	0.83%	75,000	0.00%
Jenkins, Erin	10,000	0.11%	10,000	0.00%
Johnson, Gary	20,000	0.22%	20,000	0.00%
Kaufman, Chad	10,000	0.11%	10,000	0.00%
King, Michelle & Jeremy	10,000	0.11%	10,000	0.00%
Kroll, Rich [22]	150,000	1.65%	150,000	0.00%
LaChance, Britt [23]	87,500	0.96%	87,500	0.00%
Lane Griffin & Associates [24]	200,000	2.20%	40,000	1.76%
Leabman, Michael [25]	150,000	1.65%	150,000	0.00%
Lesso, Alan W. [26]	150,000	1.65%	150,000	0.00%
Major, Christopher A.	50,000	0.55%	50,000	0.00%
Major, Philip R.	50,000	0.55%	50,000	0.00%
Major, Sara	400,000	4.41%	80,000	3.53%
Major, Timothy[27]	325,000	3.58%	65,000	2.87%
Mancuso, Becky	10,000	0.11%	10,000	0.00%
Mancuso, Joseph D.	10,000	0.11%	10,000	0.00%
Mancuso, Joseph J.	10,000	0.11%	10,000	0.00%
Mancuso, Thomas K. [28]	185,000	2.04%	185,000	0.00%
Marchione, James [29]	150,000	1.65%	150,000	0.00%
McCormick, Timothy L. & Martha	50,000	0.55%	50,000	0.00%

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Name	Total number of shares owned prior to offering	Percentage of shares owned prior to offering	Number of shares being offered	Percentage of shares owned after the offering assuming all of the shares are sold in the offering
Miles, Michael & Lori [30]	150,000	1.65%	150,000	0.00%
Moore, James M.	50,000	0.55%	50,000	0.00%
Mountain Gold Holdings LLC Series S [31]	876,000	9.65%	175,200	7.72%
Neal, Robert E.	10,000	0.11%	10,000	0.00%
Noren Family Exemption Trust [32] [33]	375,000	4.13%	375,000	0.00%
Panke, Erik	85,000	0.94%	17,000	0.75%
Redal, John [34]	75,000	0.83%	75,000	0.00%
Ritchie, Ian	10,000	0.11%	10,000	0.00%
Roberto, Gary	10,000	0.11%	10,000	0.00%
Rudnicki, Laurence A. [35]	85,000	0.94%	85,000	0.00%
Ryan, John	100,000	1.10%	100,000	0.00%
Sheldon, John [36]	75,000	0.83%	75,000	0.00%
Spina, Peter	110,000	1.21%	110,000	0.00%
St. Germain Partners [37] [38]	75,000	0.83%	75,000	0.00%
Stepper, Michael R.	50,000	0.55%	50,000	0.00%
Stewart, Greg S.	175,000	1.93%	35,000	1.54%
Swallow, John [39]	175,000	1.93%	70,000	1.16%
Tasman  Pacific Ltd. [40] [41]	150,000	1.65%	150,000	0.00%
Tate, Karen K.	100,000	1.10%	100,000	0.00%
Tate, Lloyd W [42]	250,000	2.76%	250,000	0.00%
Tate, Thomas K.	100,000	1.10%	100,000	0.00%
Thompson, Phil	10,000	0.11%	10,000	0.00%
Walther, Roger	50,000	0.55%	50,000	0.00%
TOTAL	9,073,500	100%	6,313,700	30.42%

[1]           Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[2]           Includes 60,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[3]           Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[4]           Includes 500,000 shares of common stock and Redeemable Warrants to acquire 250,000 shares of common stock.

[5]           Ron Avery exercises voting and dispositive control over the shares of common stock owned by Avery Family LLC.

[6]           Includes 200,000 shares of common stock and Redeemable Warrants to acquire 100,000 shares of common stock.

[7] Roger Walther exercises voting and dispositive control over the shares of common stock owned by Black Rock Exploration LLC.

[8]           Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[9]           Includes 75,000 shares of common stock and Redeemable Warrants to acquire 37,500 shares of common stock.

[10] Roger J. Ciapara exercises voting and dispositive control over the shares of common stock owned by Ciapara, Roger J. Ciapara Trust.

[11]         Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[12]         Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[13]         Includes 75,000 shares of common stock and Redeemable Warrants to acquire 12,500 shares of common stock.

[14] John Swallow exercises the voting and dispositive control over the shares of common stock owned by Cougar Valley LLC.

[15] John Fralich, Jr. exercises voting and dispositive control over the shares of common stock owned by the Fralich Living Trust, John L. and Linda D.

[16]         Includes 400,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[17]         Includes 200,000 shares of common stock and Redeemable Warrants to acquire 100,000 shares of common stock.

[18] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[19] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[20] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

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[21] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[22] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[23] Includes 75,000 shares of common stock and Redeemable Warrants to acquire 12,500 shares of common stock.

[24] Lane Griffin exercises voting and dispositive control over the shares of common stock owned by Lane Griffin & Associates.

[25] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[26] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[27] No selling shareholder is a broker-dealer or an affiliate of a broker-dealer other than Timothy Major who is a registered representative with Pennaluna & Company.  Mr. Major acquired the shares as a personal investment and not in the ordinary course of business as a registered representative of Pennaluna & Company.  At the time of the purchase of the shares by Mr. Major there were no agreements or understandings directly or indirectly with any person to distribute the shares set forth in the selling shareholders table above.

[28] Includes 160,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[29] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[30] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[31] Thomas Callicrate exercises voting and dispositive control over the shares of common stock owned by Mountain Gold Holdings LLC.

[32] Merillyn Noren and Kimberley Dawn Findley exercises voting and dispositive control over the shares of common stock owned by Noren Family Exemption Trust.

[33] Includes 250,000 shares of common stock and Redeemable Warrants to acquire 125,000 shares of common stock.

[34] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[35] Includes 60,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[36] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[37] James Kirkham Jr. exercises voting and dispositive control over the shares of common stock owned by St. Germain Partners.

[38] Includes 50,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[39] Includes 150,000 shares of common stock and Redeemable Warrants to acquire 25,000 shares of common stock.

[40] Ken Shock exercises voting and dispositive control over the shares of common stock owned by Tasman Pacific Ltd.

[41] Includes 100,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

[42] Includes 200,000 shares of common stock and Redeemable Warrants to acquire 50,000 shares of common stock.

Other than investing money with us, the foregoing selling security holders have had no material relationship with us during the last three years.

All natural persons named as selling security holders exercise voting and/or dispositive powers with respect to the securities to be offered for resale by our selling security holders.

The following is a summary of the issuances of all shares:

Since our inception on January 22, 2007, we have issued 7,611,000 restricted shares of common stock and 2,925,000 Redeemable Warrants.  The exercise period of the Redeemable Warrants is three (3) years from March 1, 2012.  Two (2) Redeemable Warrants plus $0.25 are convertible into one (1) restricted share of common stock. The Redeemable Warrants are redeemable by us upon thirty (30) days written notice to you.  If we issue such notice and you do not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.

Included in the foregoing were 850,000 shares of common stock on October 30, 2007, 300,000 shares on December 4, 2007 and 100,000 shares on January 10, 2008. These shares were issued to our officers, directors, and founders in consideration of $6,000 and services. The foregoing 1,250,000 shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

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In October through December 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000.  The 21 persons were all accredited investors.

In January 2012, we issued 560,000 common shares for services at a fair value of $0.02 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In January 2012, we issued 500,000 common shares pursuant to the Klondike Property Mineral Lease Agreement at a fair value of $0.02 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In February 2012, we issued 176,000 common shares for services at a fair value of $0.05 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In February 2012, we issued 100,000 common shares pursuant to the Divide Property Mineral Lease Agreement at a fair value of $0.02 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In June 2012, we issued 200,000 common shares for services at a fair value of $0.10 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In July 2012, we issued 300,000 common shares pursuant to the Eagleville Property Mineral Lease Agreement at a fair value of $0.10 per share.  The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.

In June 2012, we completed a private placement of 2,925,000 Units.  Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant.  The exercise period of the warrants is three (3) years from March 1, 2012.  Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof.  If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.  The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.

MARKET FOR OUR COMMON STOCK

No Public Market for Common Stock.

There is presently no public market for our common stock.  We intend to request that a market marker submit an application to FINRA to quote our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

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The Securities Exchange Commission 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 system.  The last price of our common stock was in connection with our placement under the exemption from registration contained in Regulation D of the Securities Act of 1933, as amended, wherein we sold Units at $0.10 per share.  Thus, our common stock would qualify as penny stock.  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 Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) 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; (c) 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;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission 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)  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 suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have 74 holders of record of our common stock.

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Rule 144 Shares

All of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act, as amended, and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities Exchange Act 1934, as amended. A Form 10 includes information such as a description of the company’s business, risk factors associated with the business, financial information, description of the company’s properties, the securities ownership of the company’s management and 5% shareholders, a description of management and the board of directors, compensation for officers and directors, transactions in which the company entered into with officers and directors, legal proceedings, the market in which the company trades  its stock, sales of unregistered securities, among other information.  Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are not classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As such, all restricted securities presently held by the affiliates of our company may be resold in reliance on Rule 144 one year from the date of issuance.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934, as amended; and (ii) enable our common stock to be traded on the OTC Bulletin Board.  We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the OTC Bulletin Board.  We will become a reporting company under Section 15 of the 1934 Act upon the effectiveness of this Registration Statement.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.  In addition, we plan to file a Form 8-A registration statement with the Commission to cause us to become a reporting company with the Commission under Section 12 of the 1934 Act.

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We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our business plan program, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.01 par value per share. The holders of our common stock:

*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this private placement, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Idaho for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares not be able to elect any of our directors.

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend be at the discretion of our board of directors and depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Preferred stock

We are authorized to issue 10,000,000 shares of preferred stock, $0.05 par value of per share.  The terms of the preferred shares are at the discretion of the board of directors.  Currently, no preferred shares are issued and outstanding.

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Redeemable Warrants

Currently we have 2,925,000 Redeemable Warrants outstanding held by 31 warrant holders.  Two redeemable warrants entitles the holder to purchase one share of common stock at an exercise price of $0.25, provided the redeemable warrants are exercised within three (3) years from March 1, 2012.  If the redeemable warrants are not exercised by then, they will expire and cannot be exercised thereafter.

The redeemable warrants are subject to redemption by us upon thirty days written notice to the holder thereof.

If we call the redeemable warrants for redemption and they are not exercised, the redeemable warrants will terminate on the date set forth in the notice to you.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Stock transfer agent

Our stock transfer agent is Columbia Stock Transfer Company, 601 E. Seltice Way, Suite 202, Post Falls, Idaho 83854.  Its telephone number is 208-664-3544.

General

There are no other securities authorized in our articles of incorporation.

CERTAIN TRANSACTIONS

In November 2011, we issued 150,000 restricted shares of common stock to Mark Fralich, our president and a member of the board of directors in consideration of $3,000.00.  On January 23, 2012, Mr. Fralich received 200,000 restricted shares of common for services rendered to us as our president.  The value of the 200,000 shares was determined to be $4,000.

In November 2011, we issued 50,000 restricted shares of common stock to Erik Panke, our secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors in consideration of $1,000.

In November 2011, we issued 100,000 restricted shares of common stock to Gregory S. Stewart, a member of the board of directors in consideration of $2,000.  On January 23, 2012, Mr. Stewart received 50,000 restricted common shares for services rendered to us as our director.  The value of the 50,000 shares was deemed to be $1,000.

On January 1, 2012, we entered into an employment agreement with Erik Panke, our secretary, treasurer, principal financial officer, and principal accounting officer under which he agreed to provide us with accounting services.  The agreement is to pay him $500 per year in stock for bookkeeping and accounting services. The corporation will pay Mr. Panke a performance bonus as determined by the board of directors. Further, he will be entitled to participate in employee benefit plans as they develop and stock option plans as determined by the board of directors. To date, 10,000 shares have been issued to Mr. Panke under this agreement.

- 60 -

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to June 30, 2012, included in this prospectus have been audited, and for the period from July 1, 2012 to September 30, 2012, included in this prospectus, have been reviewed, by MaloneBailey, LLP, Independent Registered Public Accounting Firm, 10350 Richmond, Suite 800, Houston, Texas 77042, telephone (713) 343-4200, as set forth in its report included in this prospectus. Its report is given upon its authority as experts in accounting and auditing.

LEGAL MATTERS

The Law Office of Conrad C. Lysiak, P.S., 601 West First Avenue, Suite 903, Spokane, Washington 99201, telephone (509) 624-1475 has passed on the legality of the shares being sold in this public offering.

FINANCIAL STATEMENTS

Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by a firm registered with the Public Company Accounting Oversight Board.

Unaudited financial statements for the period ending September 30, 2012 and audited financial statements for the years June 30, 2012 and June 30, 2011 follow:

		INDEX
FINANCIAL STATEMENTS (Unaudited)
	Balance Sheets	62
	Income Statements	63
	Statements of Cash Flows	64
	Notes to Financial Statements	65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		69
FINANCIAL STATEMENTS (Audited)
	Balance Sheets	70
	Income Statements	71
	Statement of Common Shareholders’ Equity	72
	Statements of Cash Flows	73
	Notes to Financial Statements	74

- 61 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

		September 30, 2012		June 30, 2012
ASSETS
Current Assets
Cash	$	182,708	$	121,410
Total Current Assets		182,708		121,410
Unproved properties- Mining leases		48,000		12,000
TOTAL ASSETS	$	230,708	$	133,410
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	-	$	14,166
Total Liabilities		-		14,166
Shareholders’ Equity
Preferred Stock, $0.05 par value, 10,000,000 shares authorized, 0 outstanding as of September 30, 2012 and June 30, 2012
Common stock, $0.01 par value, 100,000,000 common shares authorized, 7,611,000 and 5,986,000 shares outstanding as of September 30, 2012 and June 30, 2012, respectively		76,110		59,860
Additional paid-in capital		292,365		169,190
Accumulated deficit during exploration stage		(137,767)		(109,806)
Total Shareholders’ Equity		230,708		119,244
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	230,708	$	133,410

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

- 62 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

		Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Inception (January 22, 2007) through September 30, 2012
REVENUES	$	-	$	-	$	-
COST OF REVENUES		-		-		-
GROSS PROFIT		-		-		-
Operating Expenses
General and administrative expenses		27,961		-		137,767
Total Operating Expenses		27,961		-		137,767
Loss from Operations		(27,961)		-		(137,767)
Net Loss	$	(27,961)	$	-	$	(137,767)
Net Loss per Common Share
Basic and diluted	$	(0.00)	$	0.00
Weighted average number of common shares outstanding
Basic and diluted		7,133,554		1,250,000

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

- 63 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

		Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Inception (January 22, 2007) through September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(27,961)	$	-	$	(137,767)
Adjustments to reconcile net income (loss) to net cash used in operating activities :
Shares issued as compensation		-		-		46,500
Changes in operating assets and liabilities:
Accounts payable		(14,166)		-		-
Cash used in operating activities		(42,127)		-		(91,267)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mining license		(6,000)		-		(6,000)
Cash used in investing activities		(6,000)				(6,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of common stock		132,500		-		330,500
Share issuance cost		(23,075)		-		(50,525)
Cash provided by financing activities		109,425		-		279,975
Increase in cash and cash equivalents		61,298		-		182,708
Cash and Cash Equivalents, Beginning of Period		121,410		3,772		-
Cash and Cash Equivalents, End of Period	$	182,708	$	3,772	$	182,708
NON-CASH INVESTING AND FINANCING:
Common stock issued for mineral property acquisitions	$	30,000	$	-	$	42,000

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

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

1.     NATURE AND CONTINUANCE OF OPERATIONS

Idaho North Resources Corporation (“the Company”) was incorporated under the laws of Idaho in 2007.  The Company is engaged primarily in acquiring prospective precious metals mining properties in the western United States. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification 915, Exploration Stage Entities.

2.     BASIS OF PRESENTATION

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and should be read in conjunction with the annual financial statements for the fiscal year ended June 30, 2012. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of American requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates and assumptions and could have a material effect on the Company's reported financial position and results of operations.

3.     COMMON STOCK AND WARRANTS

a)Common Stock:

In January 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In May 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In June 2007, the Company sold 300,000 common shares at $0.01 per share for proceeds of $3,000.

In June 2007, the Company issued 350,000 common shares valued at $0.01 per share.

In December 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In December 2007, the Company issued 300,000 common shares valued at $0.01 per share.

In October 2011, the Company sold 100,000 common shares at $0.02 per share for proceeds of $2,000.

In November 2011, the Company sold 1,400,000 common shares at $0.02 per share for proceeds of $28,000.

In December 2011, the Company sold 100,000 common shares at $0.02 per share for proceeds of $2,000.

In March 2012, the Company sold 150,000 common shares at $0.10 per share for proceeds of $15,000.

In April 2012, the Company sold 1,100,000 common shares at $0.10 per share for proceeds of $110,000.

In May 2012, the Company sold 350,000 common shares at $0.10 per share for proceeds of $35,000.

- 65 -

IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

In January 2012, the Company issued 560,000 common shares for services at $0.02 per share.

In January 2012, the Company issued 500,000 common shares pursuant to mining lease agreement at $0.02 per share. The Company accounted for $10,000 as unproved property.

In February 2012, the Company issued 176,000 common shares for services at $0.05 per share.

In February 2012, the Company issued 100,000 common shares pursuant to mining lease agreement at $0.05 per share. The Company accounted for $12,000 as unproved property

In June 2012, the Company issued 200,000 common shares for services at $0.10 per share.

In July 2012, the Company sold 1,325,000 common shares at $0.10 for proceeds of $132,500.

In July 2012, the Company issued 300,000 common shares pursuant to mining lease agreement valued at $0.10 per share. The Company accounted for $30,000 as unproved property

b) Warrants

	Number	Weighted Average Exercise Price
Outstanding at June 30, 2011	-	-
Issued	1,600,000	0.25
Exercised	-	-
Expired	-	-
Outstanding at June 30, 2012	1,600,000	0.25
Issued	1,325,000	0.25
Exercised	-	-
Expired	-	-
Outstanding at September 30, 2012	2,925,000	0.25

The warrants that are issued and outstanding as at September 30, 2012 are as follows:

Number of Warrants	Exercise Price	Expiration Date
2,925,000	$ 0.25	March 1, 2015

4.     MINERAL PROPERTY COMMITMENTS- RELATED PARTY

Klondike North Property.  On October 24, 2011, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement with Mountain Gold Holdings LLC (a related party) for the Klondike North Property, which consists of 12 unpatented lode-mining claims located on Bureau of Land Management lands in the Klondike Mining District, Esmerelda County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

- 66 -

IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	-	500,000
First Anniversary of the Agreement		10,000	-
Second Anniversary of the Agreement		20,000	-
Third Anniversary of the Agreement		30,000	-
Fourth Anniversary of the Agreement		40,000	-
Fifth through the tenth Anniversary		50,000	-
Eleventh Anniversary and thereafter		100,000	-

The Company fair valued the 500,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $10,000 as unproved property as.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		25,000
Third Lease Year		50,000
Fourth Lease Year		75,000
Fifth Lease Year and thereafter		100,000

Divide Property.  On February 21, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property, which consists of 10 unpatented lode-mining claims located on Bureau of Land Management lands in the Divide Mining District, Esmerelda County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	-	100,000
First Anniversary of the Agreement		10,000	-
Second Anniversary of the Agreement		20,000	-
Third Anniversary of the Agreement		30,000	-
Fourth Anniversary of the Agreement		40,000	-
Fifth Anniversary and thereafter		50,000	-

The Company fair valued the 100,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $2,000 as unproved property.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		25,000
Third Lease Year		50,000
Fourth Lease Year		75,000
Fifth Lease Year and thereafter		100,000

- 67 -

IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

Eagleville Property.  On July 27, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Eagleville Property, which consists of 58 unpatented lode-mining claims located on Bureau of Land Management lands in the Eagleville Mining District, Mineral County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	6,000	300,000
On or prior to the 1st Anniversary of the Agreement		15,000	150,000
On or prior to the 2nd Anniversary of the Agreement		20,000	150,000
On or prior to the 3rd Anniversary of the Agreement		30,000	-
On or prior to the 4th Anniversary of the Agreement		40,000	-
On or prior to the 5th through the 10th Anniversary		50,000	-
On or prior to the 11th Anniversary and thereafter		100,000	-

The Company fair valued the 300,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $30,000 as unproved property.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		10,000
Third Lease Year		25,000
Fourth Lease Year		50,000
Fifth Lease Year and thereafter		100,000

- 68 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Idaho North Resources Corp.

(An exploration stage company)

Coeur d’Alene, Idaho

We have audited the accompanying balance sheets of Idaho North Resources Corp. (an exploration stage company) (the “Company”) as of June 30, 2012 and 2011 and the related statement of expenses, changes in stockholders’ equity and cash flows for the years ended June 30, 2012 and June 30, 2011 and for the period from January 22, 2007 (inception) through June 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2012 and 2011 and the results of its operations and its cash flows as of June 30, 2012 and 2011 and for the period from January 22, 2007 (inception) through June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

MALONEBAILEY, LLP

MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

October 29, 2012

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IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION COMPANY)

BALANCE SHEETS

		June 30, 2012		June 30, 2011
ASSETS
Current Assets
Cash and cash equivalents	$	121,410	$	3,772
Total Current Assets		121,410		3,772
Unproved Property- Mining lease		12,000		-
Other Assets		-		-
TOTAL ASSETS	$	133,410	$	3,772
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	14,166	$	-
Total Liabilities		-		-
Shareholders’ Equity
Preferred Stock, $0.05 par value, 10,000,000 shares authorized, 0 outstanding as of June 30, 2012 and 2011		-		-
Common stock, $0.01 par value, 100,000,000 common shares authorized, 5,986,000 and 1,250,000 shares outstanding as of June 30, 2012 and 2011, respectively		59,860		12,500
Additional paid-in capital		169,190		-
Accumulated Deficit		(109,806)		(8,728)
Total Shareholders’ Equity		119,244		3,772
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	133,410	$	3,772

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

- 70 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION COMPANY)

STATEMENTS OF OPERATIONS

		June 30, 2012		June 30, 2011		Inception (January 22, 2007) through June 30, 2012
Operating expenses
General and administrative expenses	$	101,078	$	-	$	109,806
Total operating expenses		101,078		-		109,806
Loss from operations		(101,078)		-		(109,806)
Net loss	$	(101,078)		-	$	(109,806)
Net loss per common share
Basic and diluted	$	(0.03)	$	0.00
Weighted average number of common shares outstanding
Basic and diluted		3,111,066		1,250,000

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

- 71 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION COMPANY)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 27, 2007 (INCEPTION) TO JUNE 30, 2012

					Additional
	Common Shares				Paid-in		Accumulated
	Number		Par Value		Capital		Deficit		Total
Balance, January 22, 2007	-	$	-	$	-	$	-	$	-
Common stock issued for cash at $0.01 per share in January 2007	100,000		1,000		-		-		1,000
Common stock issued for cash at $0.01 per share in May 2007	100,000		1,000		-		-		1,000
Common stock issued for cash at $0.01 per share in June 2007	300,000		3,000		-		-		3,000
Common stock issued for services at $0.01 per share in June 2007	350,000		3,500		-		-		3,500
Net loss	-		-		-		-		-
Balance, June 30, 2007	850,000		8,500		-		-		8,500
Common stock issued for cash at $0.01 per share in December 2007	100,000		1,000		-		-		1,000
Common stock issued for services at $0.01 per share in December 2007	300,000		3,000		-		-		3,000
Net loss	-		-		-		-		-
Balance, June 30, 2008	1,250,000		12,500		-		-		12,500
Net loss	-		-		-		-		-
Balance, June 30, 2009	1,250,000		12,500		-		-		12,500
Net loss	-		-		-		(8,728)		(8,728)
Balance, June 30, 2010	1,250,000		12,500		-		(8,728)		3,772
Net loss	-		-		-		-		-
Balance, June 30, 2011	1,250,000		12,500		-		(8,728)		3,772
Common stock issued for cash at $0.02 in October 2011	100,000		1,000		1,000		-		2,000
Common stock issued for cash at $0.02 in November 2011	1,400,000		14,000		14,000		-		28,000
Common stock issued for cash at $0.02 in December 2011	100,000		1,000		1,000		-		2,000
Common stock issued for cash at $0.10 in March 2012	150,000		1,500		13,500		-		15,000
Common stock issued for cash at $0.10 in April 2012	1,100,000		11,000		99,000		-		110,000
Common stock issued for cash at $0.10 in May 2012	350,000		3,500		31,500		-		35,000
Common stock issued for mining lease at $0.02 in January 2012	500,000		5,000		5,000		-		10,000
Common stock issued for services at $0.02 in January 2012	560,000		5,600		5,600		-		11,200
Common stock issued for services at $0.05 in February 2012	176,000		1,760		7,040		-		8,800
Common stock issued for mining lease at $0.02 in February 2012	100,000		1,000		1,000		-		2,000
Common stock issued for services at $0.10 in June 2012	200,000		2,000		18,000		-		20,000
Share issuance cost- Private placement fees	-		-		(10,000)		-		(10,000)
Share issuance cost-Legal fees	-		-		(17,450)		-		(17,450)
Net loss	-		-		-		(101,078)		(101,078)
Balance, June 30, 2012	5,986,000	$	59,860	$	169,190	$	(109,806)	$	119,244

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

- 72 -

IDAHO NORTH RESOURCES CORPORATION

(AN EXPLORATION COMPANY)

STATEMENTS OF CASH FLOWS

		June 30, 2012		June 30, 2011		Inception (January 22, 2007) through June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(101,078)	$	-	$	(109,806)
Adjustments to reconcile net income to net cash used in operating activities
Stock based compensation		40,000		-		46,500
Changes in operating assets and liabilities:
Accounts payable		14,166				14,166
Cash used in operating activities		(46,912)		-		(49,140)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		192,000		-		198,000
Shares issuance cost		(27,450)		-		(27,450)
Cash provided by financing activities		164,550		-		170,050
Increase in cash and cash equivalents		117,638		-		121,410
Cash and Cash Equivalents, Beginning of Period		3,772		3,772		-
Cash and Cash Equivalents, End of Period	$	121,410	$	3,772	$	121,410
NON-CASH INVESTING AND FINANCING:
Common stock issued for mineral property acquisitions	$	12,000	$	-	$	12,000
SUPPLEMENTAL DISCLOSURES:
Interest Paid	$	-	$	-	$	-
Income tax paid	$	-	$	-	$	-

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

- 73 -

IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For the Years Ended June 30, 2012 and 2011

1.     NATURE AND CONTINUANCE OF OPERATIONS

Idaho North Resources Corporation (“the Company”) was incorporated under the laws of Idaho in 2007.  The Company is engaged primarily in acquiring prospective precious metals mining properties in the western United States. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification 915, Exploration Stage Entities.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

b)  Estimates and Assumptions - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of American requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates and assumptions and could have a material effect on the Company's reported financial position and results of operations.

c)  Cash and cash equivalents - Cash equivalents include cash on hand and in banks.  The Company also considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

d)  Net Income (Loss) per Share -Basic EPS is computed as net income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period.  As of June 30, 2012 and 2011, there was no dilution.

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

f)   Mineral Property Costs-The Company has been in the exploration stage since its inception on January 27, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

g)  Asset Retirement Obligations-The Company records the fair value of an asset retirement obligation as a liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets that result from the acquisition, construction, development and/or normal use of assets in accordance with ASC 440 Asset Retirement and Environmental Obligations. The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. As at June 30, 2012 and 2011, the Company has not incurred any asset retirement obligations.

h)  Financial Instruments- ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, other assets and accounts payable.

Pursuant to ASC 825, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

i)   Stock Based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

j)   Income Taxes – Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

k)  Recent Accounting Pronouncements-The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.     COMMON STOCK AND WARRANTS

a)  Common Stock:

In January 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In May 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In June 2007, the Company sold 300,000 common shares at $0.01 per share for proceeds of $3,000.

In June 2007, the Company issued 350,000 common shares valued at $0.01 per share.

In December 2007, the Company sold 100,000 common shares at $0.01 per share for proceeds of $1,000.

In December 2007, the Company issued 300,000 common shares valued at $0.01 per share.

In October 2011, the Company sold 100,000 common shares at $0.02 per share for proceeds of $2,000.

In November 2011, the Company sold 1,400,000 common shares at $0.02 per share for proceeds of $28,000.

In December 2011, the Company sold 100,000 common shares at $0.02 per share for proceeds of $2,000.

In March 2012, the Company sold 150,000 common shares at $0.10 per share for proceeds of $15,000.

In April 2012, the Company sold 1,100,000 common shares at $0.10 per share for proceeds of $110,000.

In May 2012, the Company sold 350,000 common shares at $0.10 per share for proceeds of $35,000.

In January 2012, the Company issued 560,000 common shares for services at $0.02 per share.

In January 2012, the Company issued 500,000 common shares pursuant to mining lease agreement at $0.02 per share. The Company accounted for $10,000 as unproved property.

In February 2012, the Company issued 176,000 common shares for services at $0.05 per share.

In February 2012, the Company issued 100,000 common shares pursuant to mining lease agreement at $0.02 per share. The Company accounted for $2,000 as unproved property

In June 2012, the Company issued 200,000 common shares for services at $0.10 per share.

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

b)  Warrants

The Company sold 1,600,000 units at $0.10 per unit from March 2012 through May 2012 for total proceeds of $160,000. Each unit consists of one common share and one warrant for one half of a common share at an exercise price of $0.25.

	Number	Weighted Average Exercise Price
Outstanding at June 30, 2011	-	-
Issued	1,600,000	$0.25
Exercised	-	-
Expired	-	-
Outstanding at June 30, 2012	1,600,000	$0.25

The warrants that are issued and outstanding as at June 30, 2012 are as follows:

Number of Warrants	Exercise Price	Expiration Date
1,600,000	$ 0.25	March 1, 2015

4.     MINERAL PROPERTY COMMITMENTS- RELATED PARTY

Klondike North Property.  On October 24, 2011, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Klondike North Property, which consists of 12 unpatented lode-mining claims located on Bureau of Land Management lands in the Klondike Mining District, Esmerelda County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	-	500,000
First Anniversary of the Agreement		10,000	-
Second Anniversary of the Agreement		20,000	-
Third Anniversary of the Agreement		30,000	-
Fourth Anniversary of the Agreement		40,000	-
Fifth through the tenth Anniversary		50,000	-
Eleventh Anniversary and thereafter		100,000	-

The Company fair valued the 500,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $10,000 as unproved property as.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		25,000
Third Lease Year		50,000
Fourth Lease Year		75,000
Fifth Lease Year and thereafter		100,000

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

Divide Property.  On February 21, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property, which consists of 10 unpatented lode-mining claims located on Bureau of Land Management lands in the Divide Mining District, Esmerelda County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	-	100,000
First Anniversary of the Agreement		10,000	-
Second Anniversary of the Agreement		20,000	-
Third Anniversary of the Agreement		30,000	-
Fourth Anniversary of the Agreement		40,000	-
Fifth Anniversary and thereafter		50,000	-

The Company fair valued the 100,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $2,000 as unproved property.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		25,000
Third Lease Year		50,000
Fourth Lease Year		75,000
Fifth Lease Year and thereafter		100,000

5.     INCOME TAXES

The Company’s net deferred income tax asset as of June 30, 2012 and 2011, after applying enacted corporate income tax rates of 25%, are as follows:

		2012		2011
Net operating loss carry forwards	$	19,882	$	2,182
Less: Valuation allowance		(19,882)		(2,182)
Net deferred tax asset	$	-	$	-

As of June 31, 2012, the Company has unused net operating loss carry-forwards of approximately $56,800 which will begin to expire in 2032. The Company provided a full valuation allowance to the deferred tax asset as of June 30, 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards.

The Tax Reform Act of 1986 limits the use of net operating loss and tax credit carry-forwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change in ownership, utilization of the net operating loss carry-forwards could be restricted.

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IDAHO NORTH RESOURCES CORPORATION

Notes to Financial Statements

For June 30, 2012 and September 30, 2012

6.     SUBSEQUENT EVENTS

On July 27, 2012, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement with a related party for the Eagleville Property, which consists of 58 unpatented lode-mining claims located on Bureau of Land Management lands in the Eagleville Mining District, Mineral County, Nevada.  The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:

Advanced Royalty Payments

Date		Payment Amount	Common Shares
Upon execution of Agreement	$	6,000	300,000
On or prior to the 1st Anniversary of the Agreement		15,000	150,000
On or prior to the 2nd Anniversary of the Agreement		20,000	150,000
On or prior to the 3rd Anniversary of the Agreement		30,000	-
On or prior to the 4th Anniversary of the Agreement		40,000	-
On or prior to the 5th through the 10th Anniversary		50,000	-
On or prior to the 11th Anniversary and thereafter		100,000	-

The Company fair valued the 300,000 shares issued for the above acquisition of mineral rights at $0.02 and accounted for $30,000 as unproved property.

Work Commitment

Lease Year		Amount
First Lease Year	$	5,000
Second Lease Year		10,000
Third Lease Year		25,000
Fourth Lease Year		50,000
Fifth Lease Year and thereafter		100,000

On July 31, 2012, the Company closed a private placement.  1,325,000 units were sold at a price of $0.10 per unit, raising gross proceeds of $132,500.  Each unit consists of one common share and one half of one common share purchase warrant.  Each whole warrant entitles the holder thereof to purchase one half of an additional common share of the Company at a price of $0.25 per share up through March 1, 2015.  The Company incurred share issuance costs of $23,075.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.        OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:

SEC Registration Fee	$	5.80
Printing Expenses		2,494.20
Accounting Fees and Expenses		8,000.00
Legal Fees and Expenses		19,000.00
Blue Sky Fees/Expenses		0
Transfer Agent Fees		500.00
TOTAL	$	30,000.00

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1.         Article X of the Articles of Incorporation.

2.         Idaho Code, Section 30-1-202(2)(d) and (e).

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended, as follows:

In November 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000.  The 21 persons were all accredited investors.

In November 2011, we issued 150,000 restricted shares of common stock to Mark Fralich, our president and a member of the board of directors in consideration of $3,000.00.  On January 23, 2012, Mr. Fralich received 200,000 restricted shares of common for services rendered to us as our president.  The value of the 200,000 shares was determined to be $4,000.

In November 2011, we issued 50,000 restricted shares of common stock to Erik Panke, our secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors in consideration of $1,000.

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In November 2011, we issued 100,000 restricted shares of common stock to Gregory S. Stewart, a member of the board of directors in consideration of $2,000.  On January 23, 2012, Mr. Stewart received 50,000 restricted common shares for services rendered to us as our director.  The value of the 50,000 shares was deemed to be $1,000.

In June 2012, we completed a private placement of 2,925,000 Units.  Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant.  The exercise period of the warrants is three (3) years from March 1, 2012.  Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof.  If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice.  The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.

ITEM 16.        EXHIBITS.

The following exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-K.

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation (12/11/2007).				X
3.2	Bylaws of Idaho North Resources Corp.				X
4.1	Specimen Stock Certificate.				X
5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S. regarding the legality of the securities being registered.				X
10.1	Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.				X
10.2	Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.				X
10.3	Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.				X
23.1	Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm.				X
23.2	Consent of The Law Office of Conrad C. Lysiak, P.S.				X
99.1	Warrant Agreement.				X

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ITEM 17.        UNDERTAKINGS.

A.         The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

(a)        include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(c) include any additional or changed material information with respect to the plan of distribution.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(5) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(7) For the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(8) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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C. To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

D. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Coeur d’Alene, Idaho on November 26, 2012.

IDAHO NORTH RESOURCES CORP.
(the “Registrant”)
BY:	MARK A. FRALICH
	Mark A. Fralich
	President, Principal Executive Officer and a member of the Board of Directors
BY:	ERIK PANKE
	Erik Panke
	Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a member of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
MARK A. FRALICH	President, Principal Executive Officer	November 26, 2012
Mark A. Fralich	and a Director
ERIK PANKE	Principal Financial Officer, Principal	November 26, 2012
Erik Panke	Accounting Officer, Secretary, Treasurer and a member of the Board of Directors
GREGORY S. STEWART	Director	November 26, 2012
Gregory S. Stewart
DOUGLAS D. DOBBS	Director	November 26, 2012
Douglas D. Dobbs

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EXHIBIT INDEX

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation (12/11/2007).				X
3.2	Bylaws of Idaho North Resources Corp.				X
4.1	Specimen Stock Certificate.				X
5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S. regarding the legality of the securities being registered.				X
10.1	Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.				X
10.2	Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.				X
10.3	Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.				X
23.1	Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm.				X
23.2	Consent of The Law Office of Conrad C. Lysiak, P.S.				X
99.1	Warrant Agreement.				X

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EX-3.1

    exh3-1.htm
    
    
    

EX-3.2

EX-4.1

Exhibit 4.1

Number		Shares
	IDAHO NORTH RESOURCES CORP.
	INCORPORATED UNDER THE LAWS OF THE STATE OF IDAHO
	100,000,000 SHARES COMMON STOCK AUTHORIZED,
	$0.001 PAR VALUE
		CUSIP _______
		SEE REVERSE
		FOR
This		CERTAIN
certifies		DEFINITIONS
that
is the owner of
	FULLY PAID AND NON-ASSESSABLE
	SHARES OF COMMON STOCK OF
	IDAHO NORTH RESOURCES CORP.
	transferable on the books of the corporation in person or by duly
	authorized attorney upon surrender of this certificate properly
	endorsed.  This certificate and the shares represented hereby
	are subject to the laws of the State of Idaho, and to the
	Articles of Incorporation and Bylaws of the Corporation,
	as now or hereafter amended.  This certificate is not valid
	unless countersigned by the Transfer Agent.  WITNESS
	the facsimile seal of the Corporation and the signature
	of its duly authorized officers
PRESIDENT	[SEAL]	SECRETARY

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	as tenants in common	UNIF GIFT MIN ACT			Custodian
TEN ENT	as tenants by the entireties			(Cust)		(Minor)
JT TEN	as joint tenants with the right of		Act
	survivorship and not as tenants			(State)
	in common

Additional abbreviations may also be used though not in the above list.

For value received,		hereby sell, assign and transfer unto
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
,
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated _______________________
X
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)

SIGNATURE GUARANTEED:

TRANSFER FEE WILL APPLY

EX-5.1

Exhibit 5.1

THE LAW OFFICE OF

CONRAD C. LYSIAK, P.S.

601 West First Avenue, Suite 903

Spokane, Washington 99201

(509) 624-1475

FAX: (509) 747-1770

EMAIL: cclysiak@lysiaklaw.com

November 26, 2012

Board of Directors

Idaho North Resources Corp.

2555 West Palais Drive

Coeur d’Alene, ID   83815

RE: IDAHO NORTH RESOURCES CORP.

Ladies/Gentlemen:

I have acted as counsel for Idaho North Resources Corp., an Idaho company (the “Company”), in connection with the preparation of a registration statement on Form S-1 (the “Registration Statement”) pursuant to the United States Securities Act of 1933, as amended (the “Act”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with a proposed public offering by certain shareholders of 4,926,200 common shares, $0.01 par value per share of the Company’s common stock (the “Shares”) at the market price of $0.10 and 1,462,500 shares of common stock by certain shareholders at the price of $0.25 per share.

You have asked me to render my opinion as to the matters hereinafter set forth herein.

I have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as I have deemed necessary as a basis for this opinion.  In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies.  I have, when relevant facts material to my opinion were not independently established by me, relied to the extent I deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Idaho are concerned:

1. The Company is a corporation duly organized and validly existing under the laws of Idaho.

2. The Shares to be sold as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.

Yours truly,
The Law Office of Conrad C. Lysiak, P.S.
BY:	CONRAD C. LYSIAK
	Conrad C. Lysiak

EX-10.1

Exhibit 10.1

KLONDIKE NORTH PROPERTY

EXPLORATION AND MINING LEASE AND OPTION TO PURCHASE AGREEMENT

This Exploration and Mining Lease and Option to Purchase Agreement  (the “Agreement”)  is  made  and entered into this 24th day of October, 2011 (the “Effective Date”) by and between Mountain Gold Claims, LLC. Series 8, (“MGC”) a Nevada Limited Liability Company (the “Owner”) and Idaho North Resources Corporation, an Idaho Corporation (the “Lessee”).

RECITALS

A.          Owner owns or controls the mineral rights and other certain interests to the Klondike North Property which consists of 12 unpatented lode-mining claims located on BLM lands in the Klondike Mining District, Esmeralda County, Nevada.  The Klondike North Property claims are described in greater detail in Exhibit A attached hereto.  Collectively, the Klondike North Property, including but not limited to the claims, shall be referred to as (the “Property”).

B.           Owner desires to lease the Property to Lessee and to grant to Lessee the option to purchase the Property on the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of their mutual promises, the parties agree as follows:

1.             Definitions.  The following defined terms, wherever used in this Agreement, shall have the meanings described below:

1.1       “Applicable Environmental Laws” means any applicable federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

1.2         “AreaofInterest” (the “AOI”) means the geographic area and legal description exterior to the boundary of the mining claims and effective and made a part of the Property as it exists on the Effective Date.  The AOI is defined as: T1N, R42E, sections 13, 14, 23-26, 35, 36, and T1N, R43E, sections 16-21, 28-33, and T1S, R43E, sections 4-6.

1.2         “Closing” means the delivery and exchange of documents and payments described in Section 5.

1.3         “Closing Date” means the date on which Lessee’s purchase of the Property is closed in accordance with Section 5.

1.4         “Commercial Production” means the mining, extraction, processing and recovery for sale of Minerals from the Property, excluding the taking of Minerals from the Property for the purpose of bulk sampling or determining the amenability of the Minerals to beneficiation processes or mining;

1.5         “Data” means any and all factual and interpretative, original and copies of all written, hard copy and digital geological, geochemical, metallurgical and geophysical data, including but not limited to reports, documents, correspondences, maps, drill logs, drill chips trays, core, coarse rejects, pulps, core tests, hand samples, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and all other information present, acquired, generated, delivered to or in Lessee’s possession pertaining to the Property and Owner’s interest herein.

1.6         “Deed” means the conveyance, included as Exhibit C, which Owner is obligated to execute and deliver to Lessee on Lessee’s exercise and closing of the Option in accordance with Section 5.5.

1.7         “Effective Date” means October 24, 2011, regardless of the signatures execution dates.

1.8         “GovernmentalRegulations” means all   directives, laws, orders, ordinances, regulations and statutes of any federal, state, provincial or local agency, securities commission, court or office.

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1.9         “Hazardous Materials” means any material, waste, chemical, mixture or byproduct which: (i) is or is subsequently defined, listed, or designated under Applicable Environmental Laws as a pollutant, or as a contaminant, or as toxic or hazardous; or (ii) is harmful to or threatens to harm public health, safety, ecology, or the environment and which is or hereafter becomes subject to regulation by any federal, state or local governmental authority or agency.

1.10       “Interest Rate” means LIBOR plus two percent (2%) per annum.

1.11       “Lease Year” means each one (1) year period following the Effective Date during the Term.

1.12       “Lessee” means Idaho North Resources Corp., an Idaho Corporation, and its successors and assigns.

1.13       “Minerals”  means  all  minerals  and  mineral  materials, including  gold,  silver, platinum  and  platinum  group  metals,  base  metals, antimony,  chromium,  cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials that are on, in or under the Property.

1.14       “Payments” means the Advanced Royalty Payments, Production Royalty Payments, and Common Share Issuance payable by Lessee in US Dollars and in the methods in accordance with Sections 4, 4.1, 4.2, 4.3, 4.4 and 4.5.

1.15       “NetSmelterReturns (the “NSR”) means the net smelter returns from the production of Minerals from the Property as calculated and determined in accordance with Section 4 and 4.2, and Exhibit B attached to the Deed.

1.16       “Option” means the option to purchase the Property granted by Owner to Lessee in accordance with Section 4, 4.3, 4.4 and Section 5.

1.17       “Owner”   means   collectively   Mountain  GoldClaims, LLC Series 8, (“MGC”) a Nevada Limited Liability Company and its successors and assigns.

1.18     “Property” means the 12 KN unpatented mining claims and Area of Interest situated in Esmeralda County, Nevada and more particularly described in Exhibit A attached hereto, plus any additional unpatented mining claims located within the Area of Interest by Owner or Lessee, which shall be made subject to this Agreement in accordance with its terms. If Lessee, its successors or assigns amends, relocates or patents any of the unpatented mining claims described in Exhibit A, or if Lessee converts any of such claims into leases or other types of property rights or interests pursuant to any amendment of the United States Mining Law of 1872, such claims, rights and interests shall be deemed to be included within the Property.

1.19       “PurchasePrice” means the purchase price for the Property described In Section 5.

1.20       “Royalty” means the production royalty payable in cash or in-kind by Lessee to Owner in accordance with Section 4, 4.2 and 4.3.

2.             LeaseandGrantofRights.  Owner hereby leases (the “Lease”) the Property to Lessee and grants Lessee the rights and privileges to use the Property pursuant to the terms of this Agreement.

2.1         Lease.  Owner leases the Property to Lessee for the purpose of exploration for Minerals. Lessee shall have the right to conduct all customary mineral exploration activities including, but not limited to geological mapping, soil sampling, rock chip sampling, geophysical surveys, trenching, drilling, and excavation of test pits for bulk samples, all subject to appropriate state and federal permitting. Lessee shall further have the right to develop and mine such Minerals in accordance with all Federal and State laws and regulations.

2.2         WaterRights.  Subject to the regulations of the State of Nevada concerning the appropriation and taking of water, Lessee shall have the right to appropriate and use water, to drill wells for the water on the Property and to lay and maintain all necessary water lines as may be required by Lessee in its operations on the Property. If lessee acquires or files any application for appropriation or a permit, it shall cause each such application and permit to be taken jointly in the names of Owner and Lessee. On termination of this Agreement, except on Lessee’s exercise and closing of the Option, Lessee shall

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assign and convey to Owner all permits and water rights appurtenant to the Property, which are acquired by Lessee during the term of the Agreement. If Lessee exercises and closes on the Option, Owner shall assign and convey to Lessee all permits and water rights appurtenant to the Property.

2.3         Cross Mining.    Lessee may use the Premises for any shafts, openings, pits, and stockpile-grounds sunk or made for the mining, removal, and/or stockpiling of any Mineral Substances from any adjoining or nearby property.  Mineral Substances taken from the Premises shall at all times be kept entirely separate and distinct from any other ore or concentrated product, until the same are measured and sampled so that the rights of Owner shall be at all times preserved and protected.

2.4         Commingling.  Lessee shall have the right to commingle ore and minerals from the Premises with ore from other lands and properties; provided, however, that Lessee shall calculate from representative samples the average grade of the ore and shall weigh (or calculate by volume) the ore before commingling.  If concentrates, dore, or any other processed, beneficiated, or refined mineral products (“Concentrates”) are produced from the commingled ores by Lessee, Lessee shall also calculate from representative samples the average recovery percentage for all such concentrates produced during the calendar quarter and shall allocate a percentage of concentrate production to Owner according to such calculations.  In obtaining representative samples and calculating the average grade of the ore and average recovery percentages, Lessee may use any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Owner.  In addition, comparable procedures may be used by Lessee to apportion among the commingled ores penalty charges, if any, imposed by the purchases or such ore or concentrates.

3.           Term.  Subject to prior termination, the term (the “Term”) of this Agreement shall be for a period of fifty (50) years commencing on the Effective Date.

4.            Consideration for the Granting of the Lease.   Lessee shall make the following Payments to Owner:

4.1         Advanced RoyaltyPayments.  In consideration of the granting of the Lease to the Lessee, on the dates described below, Lessee shall pay to Owner at PO Box 21146, Reno, Nevada 89515:

Date	Payment Amount
On Execution of this Agreement (“Effective Date”)	$0.00
First anniversary of the Effective Date	$10,000.00 or 250,000 shares
Second anniversary of the Effective Date	$20,000.00
Third anniversary of the Effective Date	$30,000.00
Fourth anniversary of the Effective Date	$40,000.00
Fifth thru tenth anniversary of the Effective Date	$50,000.00
Eleventh anniversary of the Effective Date and thereafter	$100,000.00

The Advanced Royalty Payments shall be nonrefundable and Owner shall have sole discretion on which payment to accept on the First anniversary. The Advanced Royalty Payments shall be credited against the Royalty, but not the Purchase Price.  The Advanced Royalty Payment which is due within 15 days of the Effective Date shall be delivered and received by Owners or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

4.2         ProductionRoyalty Payment.  Lessee shall pay to Owner a production royalty equal to three percent (3%) of the Net Smelter Returns (“NSR”) from the production or sale of Minerals from the Property.  Lessee shall pay to Owner a production royalty equal to one percent (1%) of the Net Smelter Returns (“NSR”) from the production or sale of Minerals from all third party properties within the Area of Interest (“AOI”).  Lessee shall calculate and pay the Royalty in accordance with Exhibit B attached to the Deed, included as Exhibit C.  Lessee shall pay the Royalty within one (1) month after the last day of each month during which Lessee sells or ships any Minerals or products of Minerals produced from the Property.

4.3         Royalty Purchase Option.    Lessee shall have the option to purchase a portion of the 3% Royalty from the “Property” representing one percent (1%) of the NSR for one million dollars ($1,000,000 million), in accordance with the

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terms of the Deed.  Lessee shall have the option to purchase an additional one percent (1%) of the NSR for three million dollars ($3,000,000 million), in accordance with the terms of the Deed. Lessee may exercise the option to purchase the Royalty at any time within six (6) months after Lessee completes a positive, bankable, feasibility study and commits the development of the Property as a mine.    The one percent (1%) Royalties from third parties within the AOI shall not be available for purchase.

4.4         MethodofPayment.  All payments by Lessee to Owner shall be paid by check, wire or delivery of “In-Kind” at Owner’s sole discretion, and delivered to Owner at its address for notice purposes or by wire transfer to an account designated by each Owner.  At Owner discretion and election, the payment of Precious Metals NSR Royalty may be paid in Cash or In-kind as defined in Exhibit B. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated. Payments shall be delivered to Owner in the amounts of 100%. All cash payments and sums referred to in this Agreement shall be in United States currency or In-Kind.

4.5         Common Shares. Owner shall receive the following shares of Lessee common stock, which shall be distributed to Mountain Gold Holdings, LLC Series S accordingly:

a)   500,000 shares of Lessee common stock within thirty (30) days of the Effective Date or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

The shares of Lessee common stock shall be deemed fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The Owner will have the same privileges and rights as all other holders of Lessee common stock.   The stock shall be issued and delivered to the Owner based on their appropriate interest in the Property.  Owner acknowledges that the stock evidencing the shares shall bear a legend indicating that the shares have not been registered under the Securities Act of 1933, as amended, and are restricted securities for purposes of U.S. federal securities laws.  The shares of Lessee common stock being issued to Owner may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act and that there is an applicable exemption under the Act.   Lessee shall not unreasonably delay, interfere with or hinder Owners’ request to remove any restrictive legend associated with the shares so long as such request is in compliance with U.S. federal securities laws.

4.6         Late Charge and Interest.  Lessee acknowledges that late payment by Lessee to Owner of Advanced Royalty Payments, Royalty or other payment or sums due from Lessee will cause Owner to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain.  Accordingly, if any Advanced Royalty Payment, Royalty or any other amount due and payable by Lessee is not received by Owner within ten (10) days after such amount is due, then Lessee shall pay to Owner a late fee equal to ten percent (10%) of such overdue amount.  The parties agree that such late fee represents a fair and reasonable estimate of the costs Owner will incur by reason of any late payment by Lessee.  Owner acceptance of such late charge shall not constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Owner from exercising any of Owners other rights and remedies granted under this Agreement.  If any Advanced Royalty Payment, Royalty or other amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, Lessee shall pay to Owner, in addition to the late payment, interest from and after the due date based on the Interest Rate.  Lessee’s payment of such interest shall not excuse or cure any default by Lessee.  If any Advanced Royalty Payments, Royalty or other stock issuances or amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, then this Agreement shall be null and void and Lessee shall have no rights, titles or interests to this Agreement or the Property.

4.7         Reimbursement of Annual Fee.     Lessee agrees to reimburse Owner of 2011-12 Bureau of Land Management and Mineral County Annual Maintenance and Notice to Hold Payments for total of $1,810.00

4.8         WorkCommitment.     In consideration of the granting of the Lease to the Lessee, Lessee shall be obligated to expend the amounts (the “Work Commitment Expenditures”) list below on exploration activities by the end of each Lease year as set forth below.   Federal and County Mining Claim Maintenance Fees and staking and filing fees are not expenses that Lessee may expense towards the Work Commitment.

Lease Year	Amount
First Lease Year	$5,000.00

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Second Lease Year	$25,000.00
Third Lease Year	$50,000.00
Fourth Lease Year	$75,000.00
Fifth Lease Year and thereafter	$100,000.00

All work expenditures made by Lessee during any Lease Year in excess of the work commitment expenditures required for such Lease Year shall be credited, as far as they will go, against work commitment requirements for any subsequent Lease Year.   For any work commitment expenditure not fulfilled with the above work commitment time frames, the difference between the actual expenditure and the minimum work commitment expenditures shall be paid to Owner at a rate of 75% of the remaining expenditure in US dollars as the fulfillment of lessee’s obligation and lessee shall be entitled to keep (and not expend) 25% of such remaining expenditure.

5.             Option to Purchase. Owner grants to Lessee the exclusive right to purchase the Property, subject to the Royalty  reserved  by  Owner,  and  subject  to  Lessee’s  obligations  under  the  conveyance executed and  delivered by Owner  on the closing of the Option.   The Purchase Price for the Property shall be Four Hundred Thousand Dollars ($400,000.00).  The Advanced Royalty Payments payable by Lessee to Owner in accordance with Section 4.1 shall not be credited against the Purchase Price. Lessee’s payment of the Purchase Price shall not be credited against the Royalty.

5.1         NoticeofElection.  If Lessee elects to exercise the Option, Lessee shall deliver written notice to Owner during the Term of this Agreement.  Following Owner’ receipt of Lessee’s notice to exercise the Option, the parties shall make diligent efforts to close the conveyance of the Property within thirty (30) days thereafter.

5.2         RealPropertyTransferTaxes.   Lessee shall pay the real property transfer taxes, if any, the costs of escrow and all recording costs incurred in closing of the Option.

5.3         ProrationofTaxes.  Payment of any and all state and local real property and personal property taxes levied on the Property and not otherwise provided for in this Agreement shall be the responsibility of the Owner.

5.4         PaymentonClosing.  On closing of the Option, Lessee shall pay the Purchase Price to Owner.

5.5         ConveyanceonClosing.  If Lessee exercises and closes the Option, Owner shall execute and deliver to Lessee the Deed.  The parties shall complete the Deed by inserting the description of the Property and the schedule of the Advanced Royalty Payments.  Owner and Lessee shall execute and deliver such other written assurances and instruments as are reasonably necessary for the purpose of closing the purchase of the Property.

5.6         EffectofClosing.  On closing of the Option, Lessee shall own the Property, subject to the Royalty reserved by Owner and Lessee’s obligations stated in the Deed.

EX-10.2

Exhibit 10.2

DIVIDE PROPERTY

EXPLORATION AND MINING LEASE AND OPTION TO PURCHASE AGREEMENT

This  Exploration and Mining Lease and Option to Purchase Agreement  (the “Agreement”)  is  made  and entered into this 21 day of February, 2012 (the “Effective Date”) by and between Mountain Gold Claims, LLC. Series 5, (“MGC”), a Nevada Limited Liability Company and Black Rock Exploration, LLC, (“BRE”) a Nevada Limited Liability Company, collectively (the “Owner”) and Idaho North Resources Corporation, an Idaho Corporation (the “Lessee”).

RECITALS

A.            Owner owns or controls the mineral rights and other certain interests to the Divide Property which consists of 10 unpatented lode-mining claims located on BLM lands in the Divide Mining District, Esmeralda County, Nevada.  The DN, GS and TH claims are described in greater detail in Exhibit A attached hereto.  Collectively, the Divide Property, including but not limited to the claims, shall be referred to as (the “Property”).

B.             Owner desires to lease the Property to Lessee and to grant to Lessee the option to purchase the Property on the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of their mutual promises, the parties agree as follows:

1.            Definitions.  The following defined terms, wherever used in this Agreement, shall have the meanings described below:

1.1          “Applicable Environmental Laws” means any applicable federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

1.2           “Area of Interest” (the “AOI”) means the geographic area and legal description exterior to the boundary of the claims and effective and made a part of the Property as of the Property as it exists on the Effective Date.  The AOI is defined as: T1N, R42E, sections 1 thru 12; T1N, R43E, sections 4 thru 9; T2N, R42E, sections 13 thru 17, and 20 thru 29, and 32 thru 36; T2N, R43E sections 16 thru 21, and 28 thru 33.

1.3           “Closing” means the delivery and exchange of documents and payments described in Section 5.

1.4           “Closing Date” means the date on which Lessee’s purchase of the Property is closed in accordance with Section 5.

1.5           “Commercial Production” means the mining, extraction, processing and recovery for sale of Minerals from the Property, excluding the taking of Minerals from the Property for the purpose of bulk sampling or determining the amenability of the Minerals to beneficiation processes or mining;

1.6           “Data” means any and all factual and interpretative, original and copies of all written, hard copy and digital geological, geochemical, metallurgical and geophysical data, including but not limited to reports, documents, correspondences, maps, drill logs, drill chips trays, core, coarse rejects, pulps, core tests, hand samples, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and all other information present, acquired, generated, delivered to or in Lessee’s possession pertaining to the Property and Owner’s interest herein.

1.7           “Deed” means the conveyance, included as Exhibit C, which Owner is obligated to execute and deliver to Lessee on Lessee’s exercise and closing of the Option in accordance with Section 5.5.

1.8           “Effective Date” means February 21, 2012, regardless of the signatures execution dates.

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1.9           “GovernmentalRegulations” means all   directives, laws, orders, ordinances, regulations and statutes of any federal, state, provincial or local agency, securities commission, court or office.

1.10         “Hazardous Materials” means any material, waste, chemical, mixture or byproduct which: (i) is or is subsequently defined, listed, or designated under Applicable Environmental Laws as a pollutant, or as a contaminant, or as toxic or hazardous; or (ii) is harmful to or threatens to harm public health, safety, ecology, or the environment and which is or hereafter becomes subject to regulation by any federal, state or local governmental authority or agency.

1.11         “Interest Rate” means LIBOR plus two percent (2%) per annum.

1.12         “Lease Year” means each one (1) year period following the Effective Date during the Term.

1.13         “Lessee” means Idaho North Resources Corporation, an Idaho Corporation, and its successors and assigns.

1.14         “Minerals”  means  all  minerals  and  mineral  materials, including  gold,  silver, platinum  and  platinum  group  metals,  base  metals, antimony,  chromium,  cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials that are on, in or under the Property.

1.15         “Payments” means the Advanced Royalty Payments, Production Royalty Payments, and Common Share Issuance payable by Lessee in US Dollars and in the methods in accordance with Sections 4, 4.1, 4.2, 4.3, 4.4 and 4.5.

1.16         “NetSmelterReturns” (the “NSR”) means the net smelter returns from the production of Minerals from the Property as calculated and determined in accordance with Section 4 and 4.2, and Exhibit B attached to the Deed.

1.17         “Option” means the option to purchase the Property granted by Owner to Lessee in accordance with Section 4, 4.3, 4.4 and Section 5.

1.18         “Owner”   means   collectively   Mountain  GoldClaims, LLC Series 5, (“MGC”) a Nevada Limited Liability Company with 50% interest and Black Rock Exploration LLC (“BRE”) a Nevada Limited Liability Company with 50% ownership of the Property, and each of MGC’s and BRE’s  successors and assigns.

1.19        “Property” means the 6 DN, 2 GS and 2 TH unpatented lode mining claims (the “Claims”) and an Area of Interest (the “AOI”) situated in Esmeralda County, Nevada and more particularly described in Exhibit A attached hereto, and which shall include any additional unpatented mining claims located within the Area of Interest by Owner or Lessee, which shall be made subject to this Agreement in accordance with its terms. If Lessee, its successors or assigns amends, relocates or patents any of the unpatented mining claims described in Exhibit A, or if Lessee converts any of such claims into leases or other types of property rights or interests pursuant to any amendment of the United States Mining Law of 1872, such claims, rights and interests shall be deemed to be included within the Property.

1.20         “PurchasePrice” means the purchase price for the Property described In Section 5.

1.21         “Royalty” means the production royalty payable in cash or in-kind by Lessee to Owner in accordance with Section 4, 4.2 and 4.3.

2.            LeaseandGrantofRights.  Owner hereby leases (the “Lease”) the Property to Lessee and grants Lessee the rights and privileges to use the Property pursuant to the terms of this Agreement.

2.1           Lease.  Owner leases the Property to Lessee for the purpose of exploration for Minerals. Lessee shall have the right to conduct all customary mineral exploration activities including, but not limited to geological mapping, soil sampling, rock chip sampling, geophysical surveys, trenching, drilling, and excavation of test pits for bulk samples, all subject to appropriate state and federal permitting. Lessee shall further have the right to develop and mine such Minerals in accordance with all Federal and State laws and regulations.

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2.2           WaterRights.  Subject to the regulations of the State of Nevada concerning the appropriation and taking of water, Lessee shall have the right to appropriate and use water, to drill wells for the water on the Property and to lay and maintain all necessary water lines as may be required by Lessee in its operations on the Property. If lessee acquires or files any application for appropriation or a permit, it shall cause each such application and permit to be taken jointly in the names of Owner and Lessee. On termination of this Agreement, except on Lessee’s exercise and closing of the Option, Lessee shall assign and convey to Owner all permits and water rights appurtenant to the Property, which are acquired by Lessee during the term of the Agreement. If Lessee exercises and closes on the Option, Owner shall assign and convey to Lessee all permits and water rights appurtenant to the Property.

2.3           Cross Mining.   Lessee may use the Premises for any shafts, openings, pits, and stockpile-grounds sunk or made for the mining, removal, and/or stockpiling of any Mineral Substances from any adjoining or nearby property.  Mineral Substances taken from the Premises shall at all times be kept entirely separate and distinct from any other ore or concentrated product, until the same are measured and sampled so that the rights of Owner shall be at all times preserved and protected.

2.4           Commingling.  Lessee shall have the right to commingle ore and minerals from the Premises with ore from other lands and properties; provided, however, that Lessee shall calculate from representative samples the average grade of the ore and shall weigh (or calculate by volume) the ore before commingling.  If concentrates, dore, or any other processed, beneficiated, or refined mineral products (“Concentrates”) are produced from the commingled ores by Lessee, Lessee shall also calculate from representative samples the average recovery percentage for all such concentrates produced during the calendar quarter and shall allocate a percentage of concentrate production to Owner according to such calculations.  In obtaining representative samples and calculating the average grade of the ore and average recovery percentages, Lessee may use any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Owner.  In addition, comparable procedures may be used by Lessee to apportion among the commingled ores penalty charges, if any, imposed by the purchases or such ore or concentrates.

3.           Term.  Subject to prior termination, the term (the “Term”) of this Agreement shall be for a period of fifty (50) years commencing on the Effective Date.

4.            Consideration for the Granting of the Lease.   Lessee shall make the following Payments to Owner:

4.1           Advanced RoyaltyPayments.  In consideration of the granting of the Lease to the Lessee, on the dates described below, Lessee shall pay to Owner MGC at PO Box 21146, Reno, Nevada 89515 fifty percent (50%) and to BRE at 1080 Dunbar Dr. Washoe Valley, Nevada 89704 fifty percent (50%) of the following shares and cash payments as follows:

Date	Payment Amount
On Execution of this Agreement (“Effective Date”)	100,000 shares
First anniversary of the Effective Date	$10,000.00 or 100,000 shares
Second anniversary of the Effective Date	$20,000.00
Third anniversary of the Effective Date	$30,000.00
Fourth anniversary of the Effective Date	$40,000.00
Fifth anniversary of the Effective Date and thereafter	$50,000.00

The Advanced Royalty Payments shall be nonrefundable and Owner shall have sole discretion on which payment of cash or shares to accept on the First anniversary. The Advanced Royalty Payments shall be credited against the Royalty, but not the Purchase Price.  The Advanced Royalty Payment which is due within 15 days of the Effective Date shall be delivered and received by Owners or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

4.2           ProductionRoyalty Payment.  Lessee shall pay to Owner a production royalty equal to three percent (3%) of the Net Smelter Returns (“NSR”) from the production or sale of Minerals from the Property.  Lessee agrees to pay to Owner a production royalty equal to one percent (1%) of the Net Smelter Returns (“NSR”) or any other royalties from the production or sale of Minerals from all third party properties within the Area of Interest (“AOI”).  Lessee shall calculate and

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pay the Royalty in accordance with Exhibit B attached to the Deed, included as Exhibit C.  Lessee shall pay the Royalty within one (1) month after the last day of each month during which Lessee sells or ships any Minerals or products of Minerals produced from the Property.

4.3           Royalty Purchase Option.    Lessee shall have the option to purchase a portion of the 3% Royalty from the “Property” representing one percent (1%) of the NSR for one million dollars ($1,000,000 million), in accordance with the terms of the Deed.  Lessee shall have the option to purchase an additional one percent (1%) of the NSR for three million dollars ($3,000,000 million), in accordance with the terms of the Deed. Lessee may exercise the option to purchase the Royalty at any time within six (6) months after Lessee completes a positive, bankable, feasibility study and commits the development of the Property as a mine. The one percent (1%) Royalties from third parties within the AOI shall not be available for purchase.

4.4           MethodofPayment.  All payments by Lessee to Owner shall be paid by check, wire or delivery of “In-Kind” at Owner’s sole discretion, and delivered to Owner at its address for notice purposes or by wire transfer to an account designated by each Owner.  At Owner discretion and election, the payment of Precious Metals NSR Royalty may be paid in Cash or In-kind as defined in Exhibit B. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated. Payments shall be delivered to Owner in the amounts of 100%. All cash payments and sums referred to in this Agreement shall be in United States currency or In-Kind.

4.5           Common Shares. Owner shall receive the following shares of Lessee common stock, which shall be distributed to Mountain Gold Holdings, LLC Series 5 (50% of the shares) and Black Rock Exploration LLC (50% of the shares) accordingly:

a)             100,000 shares of Lessee common stock within thirty (30) days of the Effective Date or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

The shares of Lessee common stock shall be deemed fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The Owner will have the same privileges and rights as all other holders of Lessee common stock.   The stock shall be issued and delivered to the Owner based on their appropriate interest in the Property.  Owner acknowledges that the stock evidencing the shares shall bear a legend indicating that the shares have not been registered under the Securities Act of 1933, as amended, and are restricted securities for purposes of U.S. federal securities laws.  The shares of Lessee common stock being issued to Owner may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act and that there is an applicable exemption under the Act.   Lessee shall not unreasonably delay, interfere with or hinder Owners’ request to remove any restrictive legend associated with the shares so long as such request is in compliance with U.S. federal securities laws and Lessee agrees to provide at sole costs by Lessee any Legal Opinion for unrestricting/releasing restricted shares within 30 days’ notice from Owners should a Legal Opinion be necessary for unrestricting/releasing removing any restrictive legend of shares owned/controlled by Owner or this Agreement shall null and void.

4.6           Late Charge and Interest.  Lessee acknowledges that late payment by Lessee to Owner of Advanced Royalty Payments, Royalty or other payment or sums due from Lessee will cause Owner to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain.  Accordingly, if any Advanced Royalty Payment, Royalty or any other amount due and payable by Lessee is not received by Owner within ten (10) days after such amount is due, then Lessee shall pay to Owner a late fee equal to ten percent (10%) of such overdue amount.  The parties agree that such late fee represents a fair and reasonable estimate of the costs Owner will incur by reason of any late payment by Lessee.  Owner acceptance of such late charge shall not constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Owner from exercising any of Owners other rights and remedies granted under this Agreement.  If any Advanced Royalty Payment, Royalty or other amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, Lessee shall pay to Owner, in addition to the late payment, interest from and after the due date based on the Interest Rate.  Lessee’s payment of such interest shall not excuse or cure any default by Lessee.  If any Advanced Royalty Payments, Royalty or other stock issuances or amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, then this Agreement shall be null and void and Lessee shall have no rights, titles or interests to this Agreement or the Property.

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4.7           Reimbursement of Annual Fee.  Lessee agrees to reimburse Owner (MGC) of 2011 Bureau of Land Management and Esmeralda County claim filings or Annual Maintenance and Notice to Hold Payments for total of $2,277.00.

4.8           WorkCommitment.  In consideration of the granting of the Lease to the Lessee, Lessee shall be obligated to expend the amounts (the “Work Commitment Expenditures”) list below on exploration activities by the end of each Lease year as set forth below.   Federal and County Mining Claim Maintenance Fees and staking and filing fees are not expenses that Lessee may expense towards the Work Commitment.

Lease Year	Amount
First Lease Year	$5,000.00
Second Lease Year	$25,000.00
Third Lease Year	$50,000.00
Fourth Lease Year	$75,000.00
Fifth Lease Year and thereafter	$100,000.00

All work expenditures made by Lessee during any Lease Year in excess of the work commitment expenditures required for such Lease Year shall be credited, as far as they will go, against work commitment requirements for any subsequent Lease Year.   For any work commitment expenditure not fulfilled with the above work commitment time frames, the difference between the actual expenditure and the minimum work commitment expenditures shall be paid to Owner at a rate of 75% of the remaining expenditure in US dollars as the fulfillment of lessee’s obligation and lessee shall be entitled to keep (and not expend) 25% of such remaining expenditure.

5.            Option to Purchase. Owner grants to Lessee the exclusive right to purchase the Property, subject to the Royalty  reserved  by  Owner,  and  subject  to  Lessee’s  obligations  under  the  conveyance executed and  delivered by Owner  on the closing of the Option.   The Purchase Price for the Property shall be Four Hundred Thousand Dollars ($400,000.00).  The Advanced Royalty Payments payable by Lessee to Owner in accordance with Section 4.1 shall not be credited against the Purchase Price. Lessee’s payment of the Purchase Price shall not be credited against the Royalty.

5.1           NoticeofElection.  If Lessee elects to exercise the Option, Lessee shall deliver written notice to Owner during the Term of this Agreement.  Following Owner’ receipt of Lessee’s notice to exercise the Option, the parties shall make diligent efforts to close the conveyance of the Property within thirty (30) days thereafter.

5.2           RealPropertyTransferTaxes.   Lessee shall pay the real property transfer taxes, if any, the costs of escrow and all recording costs incurred in closing of the Option.

5.3           ProrationofTaxes.  Payment of any and all state and local real property and personal property taxes levied on the Property and not otherwise provided for in this Agreement shall be the responsibility of the Owner.

5.4           PaymentonClosing.  On closing of the Option, Lessee shall pay the Purchase Price to Owner.

5.5           ConveyanceonClosing.  If Lessee exercises and closes the Option, Owner shall execute and deliver to Lessee the Deed.  The parties shall complete the Deed by inserting the description of the Property and the schedule of the Advanced Royalty Payments.  Owner and Lessee shall execute and deliver such other written assurances and instruments as are reasonably necessary for the purpose of closing the purchase of the Property.

5.6           EffectofClosing.  On closing of the Option, Lessee shall own the Property, subject to the Royalty reserved by Owner and Lessee’s obligations stated in the Deed.

6.           Compliance with the Laws. During the Term, Lessee agrees it shall at Lessee’s sole cost: (1) apply for all necessary permits, licenses and approvals; (2) promptly comply with all Governmental applicable Laws and Regulations relating to the condition, use or occupancy of the Property by Lessee, including but not limited to all exploration and development work performed by Lessee; (3) notify promptly Lessor of any allegations of substantial violation thereof; and (4) prepare and file all reports or notices required by Lessee.  Lessee shall not be in breach of this provision if a violation has

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occurred in spite of the Lessee’s good faith efforts to comply, and Lessee has timely cured or disposed of such violation through performance, or payment of fines and penalties.  For greater certainty, in respect of Section 8 during the Term, Lessee shall be responsible for title, property and permitting issues.  Lessee shall, at its sole cost, promptly comply with all applicable Governmental Regulations regarding reclamation of the Property and Lessee shall defend, indemnify and hold harmless Lessor from any and all actions, assessment, mining claims, costs, fines, liability and penalties arising from or related to Lessee’s failure to comply with any applicable Governmental Regulations.   Lessee shall perform or cause to be performed during the Term all work necessary to comply with agreements, concessions or other instruments constituting and governing the Property and associated mining claims and shall take measures necessary to maintain same in full force and effect.  Lessee agrees to fence off all dangerous openings on the property and shall complete all necessary closure activities and repairs within thirty (60) days of the Effective Date.

7.            Lessee’s Work Practices and Reporting.

7.1           Work Practices.  During the Term, Lessee shall work the Property in a miner-like manner.

7.2           Inspection of Property and Data.  During the Term, Owner shall have the right to examine and make copies of all Data regarding the Property in Lessee’s possession during reasonable business hours and upon prior notice, provided, however, that the rights of the Owner to examine such Data shall be exercised in a manner that does not interfere with the operations of the Lessee.  During the Term, Owner shall be permitted to enter the Property and Lessee’s workings at all reasonable times for the purpose of inspection, but Owner shall enter on the Property at their own risk and in such a manner which does not unreasonably hinder, delay or interfere with Lessee’s operations.

7.3           Reports and Release of Data.  Within thirty (30) days of the end of each Lease Year, Lessee shall, at Lessee’s sole costs, deliver to Owner address as set forth in the Notice provision in Section 22 herein, a copy of all Data, as well as deliver to Owner a report of all of Lessee’s activities conducted on the Property for such Lease Year, including itemized information concerning Work Commitment Expenditures incurred during the Lease Year.  Within sixty (60) days of the completion of all third party services which results in the production of Data (including but not limited to geochemical laboratories, geophysical surveys, remote sensing surveys), Lessee shall obtain from such service provider an assignment of all intellectual property rights in the Data to the Owner and provide a copy of the same to the Owner.  Lessee shall as well as forward release letters from third parties of specific surveys and data generated to Owner such that Owner owns the data and has full access and right to the Data. If Lessee fails to compile with the terms of this section within 30 days request, this Agreement shall be null and void.

8.           Location of Additional Unpatented Mining Claims.  During the Term, all unpatented mining claims acquired by either Owner or Lessee which are partially or wholly in the Area of Interest shall be recorded in Owner’s name and shall be part of and subject to this Agreement.  If either Lessee or Owner acquires any unpatented mining claims in the Area of Interest, such party shall promptly notify the other party.  Either party may execute and deliver an amendment of this Agreement, in recordable form, which provides that the newly acquired unpatented mining claims are part of the Property and are subject to this Agreement.  The amendment may be recorded by either party.

8.1           Owner Acquired Rights.    If at any time while this Agreement is in effect, Owner stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claims, license, lease, grant, concession, permit, patent, or other minerals, property or surface rights or water rights (collectively, the “Acquired Rights and Interests”) located wholly or partly within the Area of Interest, the Owner shall forthwith give notice to Lessee of that staking or acquisition, the cost thereof and all details in possession of the Owner with respect to the nature of the Acquired Rights and the known mineralization.  Lessee may, within 30 days of receipt of this notice, elect to include within the Option the Acquired Rights by reimbursing the Owner for any and all acquisition costs. If Lessee elects not to include the Acquired Rights as part of the mining claims subject to this Agreement the Owner shall hold such Acquired Rights separate from this Agreement and Lessee shall have no rights or obligations thereto.

8.2           Lessee Acquired Rights.   If at any time while this Agreement is in effect, Lessee or otherwise acquires Acquired Rights located wholly or partly within the Area of Interest, then those Acquired Rights shall: (a) be included under this Agreement; (b) the cost of acquisition shall be deemed to be Work Commitment Expenditures; and (c) be transferred to the Owner should this Agreement expire or terminate.

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8.3           Existing Third Party Rights.    Any and all existing third party Right, Title or Interest wholly or partly acquired controlled or located in any and all manners in the Area of Interest by Owner or Lessee on the Effective Date or any time in the future shall be subject to this Agreement.

8.4           Lessee Release of Claims.    Lessee shall not have the right to relinquish, release, abandon, quitclaim, drop (the “Release”) any claims or Acquired Rights without Owners written Approval.  If Owner agrees to allow Lessee to Release any Acquired Rights Interests in the Property, such Acquired Rights and Interest shall no longer be a part of this Agreement.

9.            LiensandNoticesofNon-Responsibility.  Lessee agrees to keep the Property at all times free and clear of all liens, charges and encumbrances of any and every nature and description done made or caused by Lessee, and to pay, and defend, indemnify and hold harmless Owner from and against, all indebtedness and liabilities incurred by or for Lessee which may or might become a lien, charge or encumbrance; except that Lessee need not discharge or release any such lien, charge or encumbrance so long as Lessee disputes or contests the lien, charge or encumbrance and posts a bond sufficient to discharge lien acceptable to Owner.  Subject to Lessee’s right to post a bond in accordance with the foregoing, if Lessee does not within thirty (30) days following the imposition of any such lien, charge or encumbrance, cause the same to be released of record, Owner shall have, in addition to Owner’s contractual and legal remedies, the right, but not the obligation, to cause the lien to be released by such manner as Owner deems proper, including payment of the claim giving rise to such lien, charge or encumbrance.  All sums paid by Owner for and all expenses incurred by it in connection with such purpose, including court costs and attorney’s fees, shall be payable by Lessee to Owner on demand at the Interest Rate.  Owner shall, at Owner’s sole cost, file a Notice of Non-Responsibility in Owner name with the local County within 30 days of execution of this Agreement and herein attached as Exhibit C and by this reference incorporated in this Agreement.

10.          Taxes.

10.1         RealPropertyTaxes.  Owner shall pay any and all taxes assessed and due against the Property before execution of this Agreement, if required.  Lessee shall pay promptly before delinquency all taxes and assessments, general, special, ordinary and extraordinary, that may be levied or assessed during the Term upon the Property.  All such taxes for the year in which this Agreement is executed and for the year in which this Agreement terminates shall be prorated between Owner and Lessee, except that neither Owner nor Lessee shall be responsible for the payment of any taxes which are based upon income, net proceeds, production or revenues or any other activities from the Property assessed solely to the other party.  The parties acknowledge that there are presently no real property taxes assessed against unpatented mining claims, including the unpatented mining claims which constitute the Property.

10.2         PersonalPropertyTaxes.  Each party shall promptly when due pay all taxes assessed against such party’s personal property, improvements or structures placed or used on the Property.

10.3         IncomeTaxes.  Neither the Owner nor the Lessee shall be liable for any taxes levied on or measured by income or net proceeds, or other taxes applicable to the other, based upon payments under this Agreement.

10.4         DeliveryofTaxNotices.    If Owner receives tax bills or claims that are Lessee’s responsibility, Owner shall promptly forward them to Lessee for payment.

11.          InsuranceandIndemnity.

11.1         Lessee’s Liability Insurance.  Lessee shall, at Lessee’s sole cost, keep in force during the Term a policy of commercial general liability insurance covering property damage and liability for personal injury occurring on or about the Property, with limits in the amount of at least One Million Dollars ($1,000,000) per occurrence for injuries to or death of person, One Million Dollars ($1,000,000) per occurrence for property damage, and with a contractual liability endorsement insuring Lessee’s performance of Lessee’s indemnity obligations of this Agreement.

11.2         Form and Certificates.  The policy of insurance required to be carried by Lessee pursuant to this Section shall have a Best’s Insurance Rating of at least A-IX.  Such policy shall name Owner as an additional insured and contain a cross-liability and severability endorsement.  Lessee’s insurance policy shall also be primary insurance without right of contribution from any policy carried by Owner.  A certificate of insurance and a copy of Lessee’s insurance policy shall be provided to Owner before any entry by Lessee or its directors, officers, employees, representatives, agents or affiliates on the

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Property and shall provide that such policy is not subject to cancellation, expiration or change, except upon thirty (30) days prior written notice to Owner. If Lessee breaches any of the terms in this Section, this Agreement shall null and void.

11.3         Waiver of Subrogation.  Lessee and Owner each waives any and all rights of recovery against the other, and against the partners, members, officers, employees, agents and representatives of the other, for loss of or damage to the Property or injury to person to the extent such damage or injury is covered by proceeds received under any insurance policy carried by Owner or Lessee and in force at the time of such loss or damage.

11.4         Waiver and Indemnification.  Except to the extent caused by the negligent or intention acts or omissions of the Owner, the Owner shall not be liable to Lessee and Lessee waives all claims against Owner for any injury to or death of any person or damage to or destruction of any personal property or equipment or theft of property occurring on or about the Property or arising from or relating to Lessee’s business conducted on the Property.  Lessee shall defend, indemnify and hold harmless Owner and its members, officers, directors, agents and employees from and against any and all claims, judgments, damage, demands, losses, expenses, costs or liability arising in connection with injury to person or property from any activity, work, or things done, permitted or suffered by Lessee or Lessee’s agents, partners, servants, employees, invitees or contractors on or about the Property, or from any breach or default by Lessee in the performance of any obligation on the part of Lessee to be performed under the terms of this Agreement (all of the foregoing collectively referred to as “General Indemnity Claims”).  Lessee agrees to defend all General Indemnity Claims on behalf of Owner, with counsel acceptable to Owner, acting reasonably.  The obligations of Lessee contained in this Section shall survive the expiration or termination of this Agreement.

12.          Environmental.

12.1         Environmental.  Hazardous Materials means any material, waste, chemical, mixture or byproduct which:  (a) is or is subsequently defined, listed, or designated under Applicable Environmental Laws (defined below) as a pollutant, or as a contaminant, or as toxic or hazardous; or (b) is harmful to or threatens to harm public health, safety, ecology, or the environment and which is or hereafter becomes subject to regulation by any federal, state or local governmental authority or agency.  Applicable Environmental Laws means any applicable Federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of Federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

12.2         Lessee Hazardous Material Activities.  Lessee shall limit any use, generation, storage, treatment, transportation, and handling of Hazardous Materials in connection with Lessee’s use of the Property (collectively “Lessee Hazardous Materials Activities”) to those Hazardous Materials, and to quantities of them, that are necessary to perform activities permitted under this Agreement.  Lessee Hazardous Materials Activities may include, without limitation, all such activities on or about the Property by Lessee’s employees, partners, agents, invitees, contractors and their subcontractors.  Lessee shall not cause or permit any Hazardous Materials to be disposed or abandoned at the Property.  Lessee shall cause all Lessee Hazardous Materials Activities to be performed in strict conformance to Applicable Environmental Laws.  Lessee shall promptly notify Owner and any applicable governmental agencies of any actual or claimed violation of Applicable Environmental Laws in connection with Lessee Hazardous Materials Activities, and Lessee shall promptly and thoroughly cure any violation of Applicable Environmental Laws in connection with Lessee Hazardous Materials Activities.  If any governmental approval, consent, license or permit is required under Applicable Environmental Laws for Lessee to perform any portion of its work at the Property, including without limitation any air emission permits, before commencing any such work, Lessee shall be solely responsible, at Lessee’s expense, for obtaining and maintaining, and providing copies of, each approval, consent, license or permit. Qualified personnel who have received proper training with respect to Hazardous Materials, including compliance with applicable OSHA laws and regulations, shall perform all Lessee Hazardous Materials Activities.  Lessee shall cause all Hazardous Materials present at the Property in connection with Lessee Hazardous Materials Activities to be safely and securely stored.  Lessee agrees to conduct all of its activities on the Property in accordance with all Applicable Environmental Laws.

12.3           Spills of Hazardous Materials.  Lessee shall promptly notify Owner and each governmental regulatory entity with jurisdiction of any spills, releases, or leaks of Hazardous Materials that occur in connection with Lessee Hazardous Materials Activities or Lessee’s use of the Property, including but not limited to any resulting contamination of the environment (collectively “Lessee Contamination”).  Further, Lessee shall promptly notify Owner and any applicable

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governmental agencies of any claims of which Lessee becomes aware regarding any actual or alleged Lessee Contamination.  Lessee shall be solely responsible at its expense for promptly, diligently and thoroughly investigating, monitoring, reporting on, responding to, and cleaning up to completion any and all such Lessee Contamination, in full conformance to Applicable Environmental Laws (collectively the “Lessee Environmental Response Work”).  All Lessee Environmental Response Work shall be reported to each governmental regulatory entity with jurisdiction on an ongoing basis (as required by Applicable Environmental Laws), and Lessee shall diligently attempt to obtain written concurrence from such each such regulatory entity that all Lessee Environmental Response Work has been satisfactorily performed and completed.  Lessee at its expense shall keep Owner timely informed of Lessee’s progress in responding to any Lessee Contamination, including but not limited to providing Owner with copies, at Lessee’s expense, of all reports, work plans, and communications with governmental regulatory entities.

12.4         Removal of Stored Hazardous Materials.     Before the expiration or termination of this Agreement, and notwithstanding any other provision of this Agreement, and in full conformance to Applicable Environmental Laws, Lessee shall:  (a) cause to be properly removed from the Property all Hazardous Materials stored at the Property in connection with Lessee’s use of the Property or in connection with Lessee Hazardous Materials Activities; and (b) cause to be properly dismantled, closed and removed from the Property all devices, drums, equipment and containments used for handling, storing or treating Hazardous Materials Activities.  As part of the closure and removal activities described in the preceding sentence, Lessee shall cause to be performed representative environmental sampling of areas of the Property where such handling, storing or treating of Hazardous Materials occurred, to confirm that no contamination of the environment has resulted from any Lessee Hazardous Materials Activities.  A qualified environmental consultant shall perform such sampling, and such consultant shall promptly issue a written report, which describes the consultant’s data, findings, and conclusions, a copy of which shall be provided to Owner at Lessee’s expense.  If any Lessee Contamination is discovered, Lessee shall immediately initiate Lessee Environmental Response Work as prescribed in this Agreement.

12.5         Environmental Indemnity.  Lessee shall promptly reimburse, defend, indemnify (with legal counsel acceptable to Owner, acting reasonably) and hold harmless Owner, its employees, assigns, successors-in-interest, agents and representatives from any and all claims, liabilities, obligations, losses, causes of action, demands, governmental proceedings or directives, fines, penalties, expenses, costs (including but not limited to reasonable attorney’s fees, consultant’s fees and other expert’s fees and costs), and damages, which arise from or relate to:  (a) Lessee Hazardous Materials Activities; (b) Lessee Contamination; (c) any non-compliance with Applicable Environmental Laws in connection with Lessee’s use of the Property; or (d) a breach of any obligation of Lessee under this Section..

12.6         Survival.  The provisions of this Section shall survive expiration and termination of this Agreement.

13.          Property Maintenance and Work Commitment.                                                                                     

13.1         AnnualAssessmentWork.  To the extent required by law, beginning with the annual assessment work period of September 1, 2012 to September 1, 2013, and for each subsequent annual assessment work year commencing during the Term and not less than thirty (30) days before the applicable deadline, Lessee shall perform,  for the benefit of the Property,  work of a type customarily deemed applicable as assessment work and of sufficient value to satisfy the annual assessment work requirements of all applicable federal, state and local laws, regulations and ordinances, if any, and shall prepare evidence of the same in form proper for recordation and filing, and shall timely record and/or file such evidence in the  appropriate federal, state and local office as required by applicable Federal, State, County and local laws, regulations and ordinances.   Lessee shall deliver to Owner proof of Lessee’s compliance with this Section not less than fifteens (15) days before the applicable deadline.  If Lessee elects to terminate this Agreement more than three (3) months before the deadline for performance of annual assessment work for the succeeding annual assessment year, Lessee shall have no obligations to either perform annual assessment work or to prepare, record and /or file evidence of the same for the following annual assessment year. The parties acknowledge that there are presently no annual assessment work requirements for the unpatented mining claims which constitute the Property.

13.2         Federal, State and County MiningClaimMaintenanceFees.   If under applicable federal laws and regulations federal annual mining claim maintenance fees are required to be paid for the unpatented mining claims which constitute all  or part of the Property, beginning with the annual assessment work period of September 1, 2012 to September 1, 2013 and not less than thirty (30) days before the applicable deadline, Lessee shall timely and properly pay the federal annual Mining Claim Maintenance fees, and county annual Affidavit and Notice of Intent to Hold fees, and shall execute and record or file, as applicable, proof of payment of the federal annual mining claim maintenance fees and of

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Owner’s intention to hold the unpatented mining claims which constitute the Property.  Lessee shall deliver to Owner proof of Lessee’s compliance with this Section not less than fifteen (30) days before the applicable deadline.  If Lessee elects to terminate this Agreement less than three (3) months before the deadline for payment of the Federal and State Annual Mining Claim Maintenance fees and the County Affidavit and Notice to Hold fees, Lessee shall be responsible for payment of all fees and this section shall survive termination of this Agreement.  If Lessee elects to terminate this Agreement more than three (3) months before the deadline for payment of the federal annual Mining Claim Maintenance fees for the succeeding annual assessment year, Lessee shall have no obligation to pay the federal annual Mining Claim Maintenance fees for the Property for the succeeding assessment year. Lessee shall timely and properly pay and record an Affidavit and Notice of Intent to Hold in the County the Property is located in, by not less than thirty (30) days before the applicable deadline.  Lessee shall deliver to Owner proof of Lessee’s compliance of the federal and county annual filings with this Section not less than thirty (30) days before the applicable deadlines.

13.3         Amendment of Mining Laws. The parties acknowledge that legislation for the amendment or repeal of the mining laws of the United States applicable to the Property has been, and in the future may be, considered by the United States Congress.  The parties desire to insure that any and all interests of the parties in the lands subject to the unpatented mining claims which comprise all or part of the Property, including any rights or interests acquired in such lands under the mining laws as amended, repealed or superseded, shall be part of the Property and shall be subject to the Agreement.  If the mining laws applicable to the unpatented mining claims subject to this Agreement are amended, repealed or superseded, the conversion or termination of Owner’s interest in the Property pursuant to such amendment, repeal or supersession of the mining laws shall not be considered a deficiency or defect in Owner title in the Property, and Lessee shall have no right or claim against Owner resulting from the conversion, diminution, or loss of Owner’s interest in and to the Property, except as expressly provided in this Agreement.

If pursuant to any amendment or supersession of the mining laws, Owner is granted the right to convert its interest in the unpatented mining claims comprising the Property to a permit, license, lease, or other right or interest, all converted interests or rights shall be deemed to be part of the Property subject to this Agreement.  Upon the grant or issuance of such converted interests or rights, the parties shall execute and deliver an addendum to this Agreement, in recordable form, by which such converted interests or rights are made subject to this Agreement.

14.          Relationship of the Parties.

14.1         NoPartnership.  This Agreement shall not be deemed to constitute any party, in its capacity as such, the partner, agent or legal representative of any other party, or to create any joint  venture,  partnership,  mining  partnership  or  other  partnership  relationship  between  the parties.

14.2         Competition.  Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavors of any sort outside the Property or outside the scope of this Agreement, whether or not competitive with the endeavors contemplated under this Agreement, without consultation with or participation of the other party.  In particular, without limiting the foregoing, neither party to this Agreement shall have any obligation to the other as to any opportunity to acquire any interest, property or right offered to it outside the scope of this Agreement.

15.          Inspection.  Owner or Owner’s duly authorized representatives shall be permitted to enter on the Property at all reasonable times for the purpose of inspection, but they shall enter on the Property at their own risk and in such a manner which does not unreasonably hinder, delay or interfere with Lessee’s operations.

16.          Title.  Owner represents to Lessee to the best of their knowledge and belief as follows:  (a) the mining claims which were located by Owner and which are part of the Property were properly located in accordance with applicable federal and state laws and regulations; (b) all assessment work requirements for the claims have been performed and all filings and recordings of proof of performance have been made properly and the federal annual mining claim maintenance and rental fees have been paid properly; (c) the claims are in good standing; (d) subject to the paramount title of the United States, Owner has good right and full power to lease and to convey the interests described in this Agreement; (e) the claims are free and clear of all liens, claims and encumbrances created by, through or under Owner; (f) Owner disclaims any representation or warranty concerning the existence or proof of a discovery of locatable Minerals on or under the Property.  No other statement of mineral value is expressed or implied.

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17.          Covenants,WarrantiesandRepresentations.  Each of the parties covenants, warrants and represents for itself as follows:

17.1         CompliancewithLaws.  That the parties  have complied with all applicable laws and regulations  of  any  governmental  body,  federal,  state  or  local,  regarding  the  terms  of  and performance of its obligations under this Agreement.

17.2         NoPendingProceedings.  Both parties acknowledge that there are no lawsuits or proceedings pending or threatened which affect its ability to perform the terms of this Agreement.

17.3         Costs.  That the parties shall pay their own costs and expenses incurred or to be incurred by it in negotiating  and  preparing  this  Agreement  and  in  closing  and  carrying  out  the  transactions contemplated by this Agreement.

17.4         Brokers.    That the parties have had  no  dealings  with  any  agent,  broker  or  finder  in connection with this Agreement, and shall indemnify, defend and hold the other party harmless from and against any claims that may be asserted through such party that any agent’s broker’s or finder’s fee is due in connection with this Agreement.

17.5         PatriotAct.  That the parties are not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and are not otherwise blocked or banned by any foreign assets office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224.

17.6         Lessee Representation and Warrants.   Lessee hereby represents and warrants to Owner to the best of their knowledge that:

a)            it is qualified to acquire and dispose of interests in, and to explore, develop and exploit, mining properties in the State of Nevada;

b)            it has full power, capacity and authority to carry on its business and to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

c)            all necessary corporate and shareholder or partnership approvals have been obtained and are in effect with respect to the transactions contemplated hereby, and no further action on the part of the directors or shareholders is necessary or desirable to make this Agreement valid and binding on it;

d)            neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by its constating documents or any agreement to which it is a party;

e)            it is familiar with the laws and regulations that relate to the Property (including without limitation, the laws and regulations of the Nevada State Land Department); and,

f)            there is no finders’ fee or other obligations imposed upon the Lessee related to the execution of the Option, and the Lessee shall indemnify and hold harmless the Owner from any such claim.

17.7         Owner Representation and Warrants.   Owner hereby represents and warrants to Lessee to the best of their knowledge  that:

a)            it has full power, capacity and authority to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated herein;

b)            neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which Owner is a party;

c)            each of the unpatented mining claims included in and comprising the Property have been duly issued by the State of Nevada and are in good standing and Owner hold an undivided, sole and exclusive 100% interest in and to each of the permits comprising the Property, free and clear of all liens, charges, royalties and encumbrances;

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d)            there are no pending or threatened actions, suits, claims or proceedings regarding the Property or any portion thereof of which Owner is aware;

e)            it does not warrant the accuracy of any data or technical information furnished to Lessee either before or subsequent to the execution of this Agreement; and

f)            it has the exclusive right to enter into this Agreement, have not made any sale, lease or agreement affecting the rights granted herein, and have all necessary powers and authority to dispose of any and all rights, titles and interests in and to the Property in accordance with the terms of this Agreement.

17.8         Representations and Warranties Survival.    The representations and warranties set forth herein are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by Lessee and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.

18.          Termination by Expiration, Default or Agreement.  This Agreement shall terminate as expressly provided herein, unless earlier terminated by mutual written agreement.

18.1         Termination by Owner.  Any material failure by Lessee to perform any of its covenants, liabilities, obligations or responsibilities under this Agreement shall be a default.  Owner may give Lessee written notice of a default.  If the default is not remedied within thirty (30) days after receipt of the notice, provided the default can reasonably be cured within that time, or, if not, if Lessee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such action to completion, Owner may terminate this Agreement by delivering notice to Lessee of Owner termination of this Agreement.  In the case of Lessee’s failure to pay the Payments, Owner shall be entitled to give Lessee written notice of the default, and if such default is not remedied within fifteen (15) days after the receipt of the notice, then Owner may terminate this Agreement by delivering notice to Lessee of Owner termination of this Agreement.  On termination of this Agreement based on Lessee’s default, within ten (10) days after termination Lessee shall execute and deliver to Owner a release and termination of this Agreement in form acceptable for recording.

18.2         Termination by Lessee and Quitclaim Deed.     Lessee may at any time terminate this Agreement by giving thirty (30) days advanced notice to Owner.  If  Lessee terminates this Agreement, Lessee shall perform all obligations and pay all payments which accrue or become due before the termination date.  On Lessee’s termination of this Agreement, within ten (10) days after termination, Lessee shall execute and deliver to Owner a Release and Termination of this Agreement in form acceptable for recording or upon Owner request, at the signing of this Agreement, Lessee shall execute a Quitclaim Deed and Assignment in form acceptable by Owner and for recording that will be held in escrow at Lessee’s sole expense, which shall transfer any and all Lessee’s right, title and interest in the Property to Owner.  Within ten (10) days after termination of this Agreement by Lessee, the parties agree that the Quitclaim Deed and Assignment shall be released to Owner.

18.3         Continuing Obligations and Environmental Liabilities.  During the Term of this Agreement and after termination or expiration under this Section 18, Lessee shall remain liable for liabilities to Owner and/or third parties arising out of or related to Lessee's use of and/or activities on the Property, including environmental liabilities and related bonding requirement.  Lessee's liabilities and obligations shall include environmental damage and liabilities, which are caused by or as a result of work done on the Property as described in Section 6 of this Agreement.  This provision shall survive expiration or termination of this Agreement.

18.4         Surrender of the Property and Disposition of Assets on Termination.  On expiration or termination of this Agreement, Lessee shall surrender the Property promptly to Owner and at Lessee’s sole cost shall remove from the Property all of Lessee’s buildings, equipment and structures free and clear of all encumbrances. All costs and expenses incurred in connection with the removal or disposal of any and/or all of the personal property, including all buildings, equipment and structures and Data on the Property and the termination of this Agreement and any business related to this Section shall be expenses chargeable to Lessee and reimbursed to Owner or its Affiliates. This provision shall survive expiration or termination of this Agreement. Lessee shall reclaim the Property in accordance with all applicable Governmental Regulations.  Lessee shall diligently perform reclamation and restoration of the Property such that Lessee’s reclamation and restoration shall be completed no later than the date required under any Governmental Regulations or no later than one hundred eighty (180) days of the expiration or termination of this Agreement.  .

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18.5         Right to Data after Termination.  Within thirty (30) days following termination or expiration of this Agreement, Lessee shall deliver to Owner at its sole costs all Data, as defined in Section 1 Definitions and in this Agreement regarding the Property in Lessee’s possession at the time of termination which before termination have not been furnished to Owner and, at Owner request, Lessee shall deliver, at its sole costs, to Owner at Owner elected and directed location all Data, including but not limited to drilling core, drill RC chips and trays, coarse rejects, pulps, samples, sample splits and thin sections taken from the Property.

18.6         Non-Compete Covenants.  Should Lessee terminate this agreement, Lessee shall not directly or indirectly acquire any rights, titles or interests to any portion of the Property or within the Area of Interest, for a period of two (2) year from the date of termination.   If Lessee breaches this Section, Lessee shall be obligated and shall within fifteen (15) days of the breach, convey to Owner,  without cost, any and all such Property and any and all other rights, titles and interests so acquired by Lessee.  Such conveyance shall be made in writing and can be accepted by Owner at any time within ninety (90) days after the offer is delivered and received by Owner.  Failure of Lessee to comply with this Section shall be a breach by Lessee of this Agreement, and Owner shall have any and all legal recourse to recoup its losses and damages at Lessee’s sole expense, including but not limited to attorney and legal fees.

18.7.        Continued Authority. On termination of the Agreement, Lessee shall complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of operations prior to such termination or withdrawal.  Owner shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both parties and the Property, and take any other reasonable action.

19.          Confidentiality.  The Data and information, including the terms of this Agreement, coming into Lessee’s possession by virtue of this Agreement shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property or to publicly announce and disclose information under Governmental Regulations or under the rules and regulations of any stock exchange on which the stock of any party, or the parent or affiliates of any party, is listed.  If a party negotiates for a transfer of all or any portion of its interest in the Property or under this Agreement or negotiates to procure financing or loans relating to the Property, in order to facilitate any such negotiations such party shall have the right to furnish information to third parties, provided that each third party to whom the information is disclosed agrees to maintain its confidentiality in the manner provided in this Section.

20.          Assignment.

20.1         Assignments and Transfers.  This Agreement and the terms and the conditions hereof shall be freely assignable and shall be binding upon and extend to the successors, heirs, and assigns of the parties; provided, however, that: (a) no transfer, assignment, royalty or other monies payable or the rights hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the parties; and (b) no assignment or transfer by Owner or Lessee shall be effective until Lessee or Owner has received written notice of such assignment or transfer.  Upon an assignment or transfer, the assigning party and its assignee shall give written notice of such assignment to the non-assigning party, specifying therein the name(s) and address(s) (for notices and payments) of the assignee and the rights, titles and interests assigned.  Following an assignment or transfer by Owner or Lessee, the assignee or transferee shall be deemed to be included in the term “Owner” or “Lessee” for all purposes of this Agreement.

20.2         Lessee’sAssignment. Lessee shall not assign, convey, encumber, sublease, grant any concession, or license or otherwise transfer (the “Transfer”) all or any part of its interest in this Agreement or the Property, without, in each case, Owner’ prior written consent, which shall not be withheld unreasonably.  Owner shall have 30 days from date of notice that such Transfer is planned to object.  If no objection has been received within 30 days, Lessee is free to proceed with the Transfer.  Any Transfer which is prohibited under this Section shall be deemed void and shall constitute a material default under the terms of this Agreement.

20.3         Owner’sAssignment.   Owner shall have the right to transfer assign, convey, encumber, sublease, grant any concession, or license or otherwise transfer all or any part of its interest in this Agreement or the Property.  No change in Ownership in the Property shall affect Lessee's obligations under this Agreement unless and until Owner delivers and Lessee receives copies of the documents which demonstrate the change in Ownership of Owner's interest.  Until Lessee receives Owner's notice and the documents required to be delivered under this Section, Lessee shall

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continue to make all payments under this Agreement as if the transfer of Owner's interest had not occurred.  No division of Owner's interest as to all or any part of the Property shall enlarge Lessee's obligations or diminish Lessee's rights under this Agreement.

21.          MemorandumAgreement. Concurrent with execution of this Agreement, the parties shall execute and deliver a Memorandum of Agreement (the “Memorandum”) set forth in Exhibit D attached hereto. The execution of the Memorandum shall not limit, increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the parties.

22.          Notices.  Any notices required or authorized to be given by this Agreement shall be in writing and shall be sent either by commercial courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address stated below or such address as the party shall have designated to the other parties in accordance with this Section.  Such notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s local time shall be deemed delivered the next day.

If to Owner:	Mountain Gold Claims, LLC, Series 5	Black Rock Exploration, LLC
	PO Box 21146	1080 Dunbar Dr.
	Reno, NV  89515	Washoe Valley, Nevada 89704
	775-849-1985	775-849-8498
Delivery of all Data to:	Mountain Gold Claims, LLC Series 5
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	(509-928-7604)

23.          BindingEffectofObligations.  This Agreement shall be binding upon and inure to the benefit of the respective parties and their successors or assigns.

24.          EntireAgreement.  The parties agree that the entire agreement between them is written in this Agreement. There are no terms or conditions, express or implied, other than expressly stated in this Agreement.  This Agreement may be amended or modified only by a written instrument signed by the parties with the same formality as this Agreement.

25.          Governing Law and Forum Selection.  This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.  Any action or proceeding concerning the construction, or interpretation of the terms of this Agreement or any claim or dispute between the parties shall be commenced and heard in the Second Judicial District Court of the State of Nevada, in and for the County of Washoe, Reno, Nevada.

26.          Multiple  Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement.

27.          Severability.  If any part, term or provision of this Agreement is held by a court of competent  jurisdiction  to  be  illegal  or  in  conflict  with  any  Governmental  Regulations,  the validity  of  the  remaining  portions  or  provisions  shall  not  be  affected,  and  the  rights  and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

28.          TimeofEssence.  Time is of the essence in the performance of the parties’ obligations under this Agreement.

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LEASEE:
Idaho North Resources Corporation.
MARK FRALICH	Date:	2/27/12
By:  Mark Fralich, President
OWNER:
Mountain Gold Claims, LLC Series 5
THOMAS E. CALLICRATE	Date:	2/25/12
By:  Thomas Callicrate, Manager
Black Rock Exploration, LLC
ROGER WALTHER	Date:	2/25/12
By:  Roger Walther, Manager

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EXHIBIT A

To

Divide Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________

DESCRIPTION OF PROPERTY INCLUDES THE MINING CLAIMS AND THE AREA OF INTEREST AS DEFINED BELOW:

A.            Property: The following 10 unpatented lode mining claims are located in the Divide Mining District, Township 1 and 2 North, Range 42 and 43 East, Esmeralda County, Nevada.

B.            Unpatented Mining Claim Names

Name of Claim	BLM NMC No.
DN 1 thru DN 6	1058054- 1058059
TH 1 and TH 2	1058060 – 1058061
GS 1and GS 3	1058062- 1058063

C. Area of Interest:  (the “AOI”) means the geographic area and legal description exterior to the boundary of the claims and effective and made a part of the Property as of the Property as it exists on the Effective Date.  The AOI is defined as: T1N, R42E, sections 1 thru 12; T1N, R43E, sections 4 thru 9; T2N, R42E, sections 13 thru 17, and 20 thru 29, and 32 thru 36; T2N, R43E sections 16 thru 21, and 28 thru 33.

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EXHIBIT B

To

Divide Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

DESCRIPTION OF ROYALTY – NET SMELTER RETURNS

Lessee:   Idaho North Resources Corporation

Owner:    Mountain Gold Claims, LLC Series 5

Black Rock Exploration, LLC

1.             Definitions.   The terms defined in the instrument to which this Exhibit is attached and made a part of shall have the same meanings in this Exhibit. The following definitions shall apply to this Exhibit.

1.1          “Gold Production” means the quantity of refined gold outturned to Lessee’s account by an independent third party refinery for gold produced from the Property during a calendar month on either a provisional or final settlement basis.

1.2            “Gross Value” shall be determined on a calendar month basis and have the following meanings with respect to the following Minerals:

1.2.1        Gold

a)          If Lessee sells unprocessed gold ores or gold concentrates or gold dore produced from Minerals, then Gross Value shall be the value of the gold contained in the gold concentrates, dore and ore determined by utilizing (1) the mine weights and assays for such gold concentrates, dore, and ore; (2) a reasonable recovery rate for the refined gold recoverable from such gold concentrates, dore and ore (which shall be adjusted annually to reflect the actual recovery rate of refined metal from such gold concentrates, dore and ore); and (3) the Monthly Average Gold Price for the month in which the gold concentrates, dore, and ore were sold.

b)         If Lessee produces refined gold (meeting the specifications of the London Bullion Market Association, and if the London Bullion Market Association no longer prescribes specifications, the specifications of such other association generally accepted and recognized in the mining industry)  from Minerals, and if Section 1.2.1 (a) above is not applicable, then for purposes of determining Gross Value, the refined gold shall be deemed to have been sold at the Monthly Average Gold Price for the month in which it was refined. The Gross Value shall be determined by multiplying Gold Production during the month by the Monthly Average Gold Price.

1.2.2       Silver

a)          If Lessee sells unprocessed gold ores or gold concentrates or gold dore produced from Minerals, then Gross Value shall be the value of the silver contained in the silver concentrates, dore, or ore determined by utilizing: (1) the mine weights and assays for such silver concentrates, dore or ore; (2) a reasonable recovery rate for the refined silver recoverable from such silver concentrates, dore and ore (which shall be adjusted annually to reflect the actual recovery rate of refined metal from such silver concentrates, dore and ore); and (3) the Monthly Average Silver Price for the month in which the silver concentrates, dore or ore were sold.

b)          If Lessee produces refined silver (meeting the specifications for refined silver subject to the New York Silver Price published by Handy & Harmon, and if Handy & Harmon no longer publishes such specifications, the specifications of such other association or entity

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generally accepted and recognized in the mining industry) from Minerals, and if Section 1.2.2 (a) above is not applicable, the refined silver shall be deemed to have been sold at the Monthly Average Silver Price for the month in which it was refined. The Gross Value shall be determined my multiplying Silver Production during the month by the Monthly Average Silver Price.

1.2.3        All Other Minerals

a)          If Lessee sells any concentrates, fore or ore of Minerals other than gold or silver, then Gross Value shall be the value of such Minerals determined by utilizing: (1) the mine weights and assays for such Minerals: (2) a reasonable recovery rate for the Minerals (which shall be adjusted annually to reflect the actual recovery rate of recovered or refined metal or product from such Minerals); and (3) the monthly average price for the Minerals or product of the Minerals for the month in which the concentrates, dore or ore was sold. The monthly average price shall be determined by reference to the market for such Minerals or product which is recognized in the mining industry as authoritative and reflective of the market for such Minerals or product.

b)         If Lessee produces refined or processed metals from Minerals other than refined gold or refined silver, and if Section 1.2.3 (a)  above is not applicable, then Gross Value shall be equal to the amount of the proceeds received by Leases during the month from the sale of such refined or processed metals. Lessee shall have the right to sell such refined or processed metals to an affiliated party, provided that such sales shall be considered, solely for purposes of determining Gross Value, to have been sold at process and on terms no less favorable than those that would be obtained from an unaffiliated third party in similar quantities and under similar circumstances.

1.3           “Minerals” means gold, silver, platinum, antimony, mercury, copper, lead, zinc, and all other mineral elements, and mineral compounds and geothermal resources which are contemplated to exist on the Property or which are after the Effective Date discovered on the Property and which can be extracted, mined, or processed by any method presently known or developed or invented after the Effective Date.

1.4           “In Cash” means Net Smelter Return Royalty paid in full and delivered in US dollars to Owner.

1.5           “In-Kind” means Net Smelter Return Royalty paid in full and delivered in physical, refined bullion to Owner.

1.6           “Monthly Average Gold Price” means the average London Bullion Market Association Afternoon Gold Fix, calculated by dividing the sum of all such process reported for the month by the number of days for which such process were reported during that month. If the London Bullion Market Association Afternoon Gold Fix ceases to be published, all such references shall be replaced with references to prices of gold for immediate sale in another established market selected by Lessee, as such prices are published in Metals Week magazine and if Metals Week magazine no longer publishes such prices, the prices of such other association or entity generally accepted and recognized in the mining industry.

1.7           “Monthly Average Silver Price” means the average New York Silver Price as published daily by Handy & Harmon, calculated by dividing the sum of all such prices reported for the month by the number of days in such month for which such prices were reported. If the Handy & Harmon quotations cease to be published, all such references shall be replaced with references to prices of silver for immediate sale in another established market selected by Lessee as published in Metals Week magazine, and if Metals Week magazine no longer publishes such prices, the prices of such other association or entity generally accepted and recognized in the mining industry.

1.8           “Net Smelter Returns” means the Gross Value of all Precious Metals and Other Minerals, less costs, charges and expenses paid or incurred by Lessee with respect to the refining and smelting of such Minerals, without limitation:

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1.8.1         Charges for smelting and refining (including sampling, assaying and penalty charges); and

1.8.2         Actual costs of transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation) of product from the Property to the smelter refinery, but in no event shall charges or costs of transportation of Minerals from any mine on the Property to autoclave, concentrator, crusher, mill or plant which is not a smelter or refinery.

1.9           “Other Minerals” means all other metals and Minerals and rock and stone materials except for Precious Metals

1.10           “Precious Metals” means gold, silver and all platinum group metals.

1.11           “Silver Production” means the quantity of refined silver outturned to Lessee's account by an independent third-party refinery for silver produced from the Property during the calendar month on either a provisional or final settlement basis.

2.              Payment Procedures.Payment of Net Smelter Returns Royalty may be made in Cash or In-Kind at the election of the Owner as follows:

2.1          Accrual of Obligation.  Lessee's obligation to pay the Net Smelter Returns Royalty shall accrue upon the sale of unrefined metals, dore, concentrates, ores or other Minerals products or, if refined metals are produced, upon the outturn of refined metals meeting the requirements of the specified published price to Lessee's account.

2.2          Futures or Forward Sales.  Except as provided in Sections 1.2.1(a), 1.2.2(a) and 1.2.3 above (with respect to sales of unprocessed gold and silver and sales of Minerals other than gold and silver), Gross Value shall be determined irrespective of any actual arrangements for the sale or other disposition of Minerals by Lessee, specifically including but not limited to forward sales, futures trading or commodities options trading, and any other price hedging, price protection, and speculative arrangements that may involve the possible delivery of gold, silver or other metals produced from Minerals.

2.3 Sampling and Commingling. All Minerals for which a Net Smelter Returns Royalty is payable shall be measured, sampled and analyzed in accordance with the commingling plan approved in accordance with the Agreement to which this Exhibit is attached.

2.4 Monthly Calculations and Payments. Net Smelter Returns Royalties shall be determined on a calendar month basis.  Net Smelter Returns Royalties shall be paid on or before the last business day of the calendar month immediately following the last day of the calendar month in which same accrued, but in any event Owner shall be paid no less frequently than when Lessee is paid. Precious Metals and Other Minerals will be deemed to have been sold or otherwise disposed of at the time refined production from the Property is delivered, made available, or credited to Lessee by a mint or refiner.  The price used for calculating the Net Smelter Royalty on Precious Metals and Other Minerals shall be determined in accordance with Standard Practices and in accordance with this Agreement and Exhibit B.

2.4.1        Payment of Royalty in Cash.    Unless the Owner elects to receive Net Smelter Return Royalties In Kind, it shall be deemed to have elected to receive all Net Smelter Returns Royalties In Cash and all Net Smelter Returns Royalty payments shall be made by check payable to Owner and delivered to the address listed in this Agreement, or to such other address as Owner may direct in writing or by direct bank deposit to Owner account as Owner shall designate in writing.

2.4.2        Payment of Royalty In-Kind.    Owner may elect to receive its Net Smelter Returns Royalties, either in whole or in part, In-Kind.  The elections may be exercised once per year on a calendar year basis during the life of production from the Property.  Notice of election to receive the following year's Net Smelter Returns Royalty for In Kind payment shall be made in writing by

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Owner and delivered to Lessee on or before December 41 of each year.  As of the Effective Date of this Agreement, Owner elects to receive its Net Smelter Returns Royalty on gold In Kind.  Net Smelter Returns Royalties on Precious Metals other than gold and all Other Minerals shall be payable In Cash.

If Owner elects to receive its Net Smelter Returns Royalty In Kind, Owner shall open a bullion storage account at each refinery or mint designated by Lessee as a possible recipient of refined bullion in which Owner owns an interest.  Owner shall be solely responsible for all costs and liabilities associated with maintenance of such account or accounts, and Lessee shall not be required to bear any additional expense with respect to such In-Kind payments.

2.5 Net Smelter Returns Royalties In-Kind Payment.      Net Smelter Returns Royalties will be paid by the deposit of refined bullion into Owner’s account.  On or before the 25th day of each calendar month following a calendar month during which production and sale or other disposition occurred, Lessee shall deliver written instructions to the mint or refinery, with a copy to Owner, directing the mint or refinery to deliver refined bullion due to Owner in respect of the Net Smelter Returns Royalty, by crediting to Owner's account the number of ounces of refined bullion for which Net Smelter Returns Royalty is due; provided, however, that the words “other disposition” as used in this Agreement shall not include processing, milling, beneficiation.  The number of ounces of refined bullion to be credited will be based upon Owner’s share of the previous month's production and sale or other disposition as calculated pursuant to the commingling provisions.

(a) Net Smelter Returns Royalties payable In Kind on silver or platinum group metals shall be converted to the gold equivalent of such silver or platinum group metals by using the average monthly spot prices for silver and platinum group metals.

(b)   Title to refined bullion delivered to Owner under this Agreement shall pass to Owner at the time such bullion is credited to Owner at the mint or refinery. Owner agrees to hold harmless Lessee from any liability imposed as a result of the election of Owner to receive Net Smelter Returns Royalties In Kind and from any losses incurred as a result of Owner trading and hedging activities.  Owner assumes all responsibility for any shortages which occur as a result of Owner anticipation of credits to its account in advance of an actual deposit or credit to its account by a refiner or mint.

(c)   When Net Smelter Returns Royalties are paid In Kind, they will not reflect the costs deductible in calculating Net Smelter Returns under this Agreement.  Within thirty (30) days of the receipt of a statement showing charges incurred by Lessee for transportation, smelting or other deductible costs, Owner shall remit to Lessee full payment for such charges.  If Owner does not pay such charges when due, Lessee shall have the right, at its election, provided Owner does not dispute such charges, to deduct the gold equivalent of such charges from the ounces of gold bullion to be credited to Owner in the following month.

2.6 Statements.  At the time of payment of the Net Smelter Returns Royalty, Lessee shall provide with such payment a statement showing in reasonable detail the quantities and grades of refined gold, silver or other metals or dore, concentrates or ores produced and sold or deemed sold by Lessee in the preceding calendar month; the Monthly Average Gold Price and Monthly Average Silver Price, as applicable; costs and other deductions, and other pertinent information in reasonable detail to explain the calculation of the Net Smelter Returns Royalty payment with respect to such calendar month.

2.7 Inventories and Stockpiles.  Lessee shall include in all monthly statements a description of the quantity and quality of any gold or silver dore that has been retained as inventory for more than ninety (90) days.  Owner shall have thirty (30) calendar days after receipt of the statement to either:  (a) elect that the dore be deemed sold, with Gross Value to be determined as provided in Sections 1.2.1(b) with respect to gold, and 1.2.2(b) with respect to silver, as of such thirtieth (30th) day utilizing the mine weights and assays for such dore and utilizing a reasonable recovery rate for refined metal and reasonable deemed charges for all deductions specified in Section 1.8 above, or (b) elect to wait until such time as Royalties otherwise would become payable pursuant to sections 1.2.1(b) and 1.2.2(b). The failure of Owner to

20

respond within such time shall be deemed to be an election to use the methods described in Sections 1.2.1(b) and 1.2.2(b).  No Net Smelter Returns Royalty shall be due with respect to stockpiles of ores or concentrates unless and until such ores or concentrates are actually sold.

2.8          Final Settlement.  All Net Smelter Returns Royalty payments shall be considered final and in full satisfaction of Lessee's obligations with respect thereto, unless Owner gives Lessee written notice describing a specific objection to the calculation thereof within one year after receipt by Owner of the monthly statement provided for in Section 2.5.  If Owner objects to a particular monthly statement it shall have the right, for a period of thirty (30) days after Lessee's receipt of such objection, upon reasonable notice and at a reasonable time, to have Lessee's accounts and records relating to the calculation of the Net Smelter Returns Royalty payment with respect to the calendar month in question audited by an independent certified public accountant.  If such audit determines that there has been a deficiency or an excess in the payment made to Owner, such deficiency or excess shall be resolved by adjusting the next monthly Net Smelter Returns Royalty payment due Owner. Owner shall pay all costs of such audit unless a deficiency of five percent (5%) or more of the Net Smelter Returns Royalty due for the calendar month in question is determined to exist.  Lessee shall pay the costs of such audit if a deficiency of five percent (5%) or more of the amount due for the calendar month in question is determined to exist.  All books and records used by Lessee to calculate the Net Smelter Returns Royalties due hereunder shall be kept in accordance with generally accepted accounting principles.

2.9 Transfer or Encumbrance of Net Smelter Royalty. Subject to Section 22 of the Agreement to which this Exhibit B is attached, Owner may transfer or encumber all or any part of its right, title and interest in and to the Net Smelter Returns Royalty.

 3.0         Royalty for Other Minerals

3.0.1      In the case of  Other Minerals other than Precious Metals and the beneficiated products thereof ("Other Minerals"), the Royalty for Other Minerals shall be determined by multiplying (a) the gross amount of the particular Other Mineral contained in the Monthly Production delivered to the Lessee during the preceding calendar month by (b) the average of the New York Commodities Exchange final daily spot prices reported for the preceding calendar month of the appropriate Other Mineral, and subtracting from the product of Subsections 1(a) and 1(b) only the following if actually incurred: (i) charges imposed by the Lessee for smelting, refining or processing Other Minerals contained in such production, but excluding any and all charges and costs related to Lessee's mills or other processing plants constructed for the purpose of milling or processing Other Minerals, in whole or in part; (ii) penalty substance, assaying, and sampling charges imposed by the Lessee for smelting, refining, or processing Other Minerals contained in such production, but excluding any and all charges and costs of or related to Lessee's mills or other processing plants constructed for the purpose of milling or processing Other Minerals, in whole or in part; and (iii) charges and costs, if any, for transportation and insurance of Other Minerals and the beneficiated products thereof from Lessee's final mill or other final processing plant to places where such Other Minerals are smelted, refined and/or sold or otherwise disposed of.  If for any reason the New York Commodities Exchange does not report spot pricing for a particular Other Mineral, then the Parties shall mutually agree upon an appropriate pricing entity or mechanism that accurately reflects the market value of any such Other Mineral.

3.0.2.            In the event smelting, refining, or processing of Other Minerals are carried out in custom toll facilities owned or controlled, in whole or in part, by Lessee, which facilities were not constructed solely for the purpose of milling or processing Other Minerals from the Property, then charges, costs and penalties for such smelting, refining or processing shall mean the amount Lessee would have incurred if such smelting, refining or processing were carried out at facilities not owned or controlled by Lessee then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by Lessee with respect to such smelting and refining. In the event Lessee receives insurance proceeds for loss of production of Other Minerals, Lessee shall pay to Owner the Royalty percentage of any such insurance proceeds which are received by Lessee for such loss of production.

21

3.1 Audit.  Upon reasonable notice and at a reasonable time, the Owner shall have the right to audit and examine the Lessee’s accounts and records relating to the calculation of the Net Smelter Returns royalty payments. If such audit determines that there has been a deficiency or an excess in the payment made to Owner, such deficiency or excess shall be resolved by adjusting the next monthly royalty payment due Owner. Owner shall pay all costs of such audit unless a deficiency of three percent (3%) or more of the royalty payment due for the calendar month in question is determined to exist. All books and records used by Lessee to calculate the royalty payments shall be kept in accordance with generally accepted accounting principles applicable to the mining industry.

22

EXHIBIT C

To

Divide Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

QUITCLAIM DEED WITH RESERVATION OF ROYALTY

This Quitclaim Deed with Reservation of Royalty (the “Deed”) is made by andamong Mountain Gold Claims, LLC Series 5, a Nevada Limited Liability Company and Black Rock Exploration LLC, a Nevada Limited Liability Company, collectively the (the “Owner”) and Idaho North Resources Corporation, an Idaho Corporation (the “Lessee”)

RECITALS

A.      Owner and Lessee are parties to the Mining Lease and Option to Purchase Agreement effective as of February 21, 2012 (the “Agreement”), concerning the Divide Property and other unpatented mining claims situated in Esmeralda County, Nevada, more particularly described in Exhibit A attached hereto and by this reference incorporated in this Deed (collectively the “Royalty Property”), in accordance with which Owner agreed to sell to Lessee all of Owner’s right, title, and interest in and to the Royalty Property, subject to Owner’s reservation to Owner of the production royalty (the “Royalty”) described in this Deed.

B.       Owner and Lessee have closed the purchase and sale of the Royalty Property in accordance with the Agreement.

In consideration of the parties’ rights and obligations under the Agreement, the parties agree as follows:

1.              Quitclaim.   Owner quitclaims to Lessee, and its assigns and successors forever, all of Owner’s right, title and interest in the Royalty Property, except and subject to Owner’s reserved Royalty and the parties’ rights and obligations under this Deed.

2.              Royalty   Owner grants, reserves and retains to itself, and Owner’s assigns and successors forever, and Lessee agrees and covenants to pay to Owner, and Owner’s assigns and successors, a production royalty equal to two percent (3%) of the Net Smelter Returns (“NSR”), as calculated and determined in accordance with Exhibit B attached to and by this reference incorporated in this Deed. Lessee shall have the option to purchase a portion of the 3% Royalty from the “Property” representing one percent (1%) of the NSR for one million dollars ($1,000,000 million), in accordance with the terms of the Deed.  Lessee shall have the option to purchase an additional one percent (1%) of the remaining two percent (2%) NSR for three million dollars ($3,000,000 million), in accordance with the terms of the Deed. Lessee may exercise the option to purchase the Royalty at any time within six (6) months after Lessee completes a positive, bankable, feasibility study and commits the development of the Property as a mine.

2.1      Burden on Royalty Property.   The Royalty shall burden and run with the Royalty Property, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining claims which comprise all or part of the Royalty Property. On amendment, conversion to a lease or other form of tenure, relocation or patenting or any of the unpatented mining claims which comprise all or part of the Royalty Property, Lessee agrees and covenants to execute, deliver and record in the office of the recorder in which all or any part of the Royalty Property is situated an instrument by which Lessee grants to Owner the Royalty and subjects the amended, converted or relocated unpatented mining claims and the patented claims, as applicable, to all of the burdens, conditions, obligations and terms of this Deed.

2.2      Payment of the Royalty. Lessee shall calculate and pay the Royalty monthly in accordance with the provisions of Exhibit B. If Lessee does not timely pay the Royalty, Owner may give written notice to Lessee that Lessee is in default of its obligations under this Deed, and unless within five (5) business days of receipt by Lessee of such notice, Owner receives the delinquent Royalty payment, then Lessee shall pay interest on the delinquent payment at the statutory rate determined in accordance with the

23

law of Nevada which shall accrue from the date the delinquent Royalty payment was due to the date of payment of the Royalty and accrued interest.

2.3      Production Records.   Lessee shall keep true and accurate accounts, books and records of all of its activities, operations and production of Minerals on the Royalty Property.

2.4      Advanced Royalty Payments. On the dates described below, Lessee shall pay to the Owner the sums (“Advanced Royalty Payments”) described below:

On Execution of this Agreement (“Effective Date”)	100,000 shares
First anniversary of the Effective Date	$10,000.00 or 100,000 shares
Second anniversary of the Effective Date	$20,000.00
Third anniversary of the Effective Date	$30,000.00
Fourth anniversary of the Effective Date	$40,000.00
Fifth anniversary of the Effective Date and thereafter	$50,000.00

The Advanced Royalty Payments paid by Lessee to Owner under the Agreement or this Deed shall constitute advance royalty payment obligations. Lessee’s Advanced Royalty Payment obligation shall terminate on Lessee’s abandonment of the Royalty Property or the cessation of the mining of or exploration for Minerals from the Property and the Area of Interest and Lessee’s delivery of formal notice to regulatory agencies having jurisdiction of Lessee’s operations on the Property and in the Area of Interest that Lessee has ceased operations and commenced reclamation of the mine on the Property or in the Area of Interest.

3. Commingling   Lessee shall have the right to commingle Minerals from the Royalty Property with Minerals mined from other properties. Not less than sixty (60) days before commencement of commingling, Lessee shall notify Owner and shall deliver to Owner Lessee’s proposed commingling plan for Owner’s review. Before Lessee commingles any Minerals produced from the Royalty Property with Minerals from other properties, the Minerals produced from the Royalty Property and other properties shall be measured and sampled in accordance with sound mining and metallurgical practices for metal, commercial Minerals and other appropriate content. Lesser shall keep detailed accounts and records which show measures, assays of metal, commercial Minerals, and other appropriate content and penalty substances, and gross metal content of the Minerals. From this information, Lessee shall determine the amount of the Royalty due and payable to Owner for Minerals produced from the Royalty Property commingled with Minerals from other properties.

 4.       Reports and Release of Data.  Within thirty (30) days of the end of each Lease Year, Lessee shall, at

Lessee’s sole costs, deliver to Owner a copy of all Data and a summary report of all exploration, development and mining activities and operations conducted by Lessee on or relating to the Property during the preceding calendar year, including itemized information concerning Work Commitment Expenditures incurred during the Lease Year.  Such report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining ore reserves on the Royalty Property for the succeeding year. Lessee shall provide Owner reasonable access to all data and information generated regarding the Royalty Property. Within sixty (60) days of the completion of all third party services which results in the production of Data (including but not limited to geochemical laboratories, geophysical surveys, remote sensing surveys), Lessee shall obtain from such service provider an assignment of all intellectual property rights in the Data to the Owner and provide a copy of the same to the Owner.  Lessee shall as well as forward release letters from third parties of specific surveys and data generated to Owner such that Owner owns the data and has full access and right to the Data. If Lessee fails to compile with the terms of this section within 30 days request, this Agreement shall be null and void.

5. Inspections   Owner, or its authorized agents or representatives, may enter upon all surface and subsurface portions of the Royalty Property for the purpose of inspecting the Royalty Property and all improvements and operations on the Royalty Property, as well as inspecting and copying all accounts and records,

24

including without limitation such accounts and records which are maintained electronically, pertaining to all activities and operations on or relating to the Royalty Property, the improvements or operations.

6. Compliance with Laws, Reclamation, Environmental Obligations and Indemnities

6.1     Compliance with Laws.  Lessee shall at all times comply with all applicable federal, state and local laws, regulations and ordinances relating to Lessee’s activities and operations on or relating to the Royalty Property.

6.2     Reclamation, Environmental Obligations and Indemnities. Lessee shall perform all reclamation required under Federal, state, and local laws, regulations and ordinances relating to Lessee’s activities or operations on or relating to the Royalty Property and only those past activities for which Lessee has specifically agreed to accept liability and responsibility for Lessee shall defend, indemnify and hold harmless Owner from and against any and all actions, claims, costs, damages, expenses (including attorney’s fees and legal costs), liabilities and responsibilities arising from or relating to Lessee’s activities or operations on or relating to the Royalty Property, including those under laws, regulations and ordinances intended to protect or preserve the environment or to reclaim the Royalty Property. Lessee’s obligations under this Section shall survive the abandonment, surrender or transfer of the Royalty Property.

7. Tailings and Residues.   All tailings, residues, waste rock, spoiled leach materials and other materials (collectively “Materials”) resulting from Lessee’s operations and activities on the Royalty Property shall be Lessee’s sole property, but shall remain subject to the Royalty if they are processed or reprocessed and Lessee receives revenues from such processing or reprocessing. If materials are processed or reprocessed, the Royalty payable shall be determined by using the best engineering, metallurgical, and technical practices and standards then available.

8. Title Maintenance.

8.1 Title Maintenance and Taxes. Lessee shall maintain title to the Royalty Property, including without limitation, paying when due all taxes on or with respect to the Royalty Property and doing all things and making all payment necessary or appropriate to maintain the right, title and interest of Lessee and Owner, respectively, in the Royalty Property and under this Deed.

8.2 Assessment Work and Mining Claim Maintenance Fees.   Lessee shall perform all required assessment work on, pay all claim maintenance fees and make such filings and recordings as are necessary to maintain title to the Royalty Property in accordance with applicable federal and state laws and regulations. Lessee shall perform the annual assessment work, pay the mining claim maintenance fees and file and record proof of performance and payment and notice of intent to hold the mining claims which constitute the Property.

8.3 Abandonment.   If Lessee intends to abandon or surrender any of the Royalty Property (the “Abandonment Property”), Lessee shall first give written notice of such intention to Owner first right of refusal” with at least sixty (60) days in advance of the proposed date of abandonment or surrender. At any time before the date of Lessee’s proposed abandonment or surrender of the Royalty Property Owner may deliver written notice to Lessee that Owner desires Lessee to convey the Abandonment Property to Owner. In such case, Lessee shall convey the Abandonment Property to Owner free and clear of any claims, encumbrances or liens created by, through or under Lessee. If Owner does not timely request reconveyance of the Abandonment Property, Owner’s right to do so shall be irrevocably terminated.

 9.       General Provisions.

9.1     Conflict. If a conflict arises between the provisions of this Deed and the provisions of the Agreement, the provisions of the Agreement will prevail.

25

9.2      Entire agreement. This Deed and Agreement constitute the entire agreement between the parties.

9.3      Additional documents.   The parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

9.4      Binding Effect.   All of the covenants, conditions, and terms of this Deed shall bind and inure to the benefit of the parties and their successors and assigns.

9.5      No Partnership.   Nothing in this Deed shall be construed to create expressly or by implication, a joint venture, mining partnership or other partnership relationship between the parties.

9.6      Governing Law.   This Deed is to be governed by and construed under the laws of the State of Nevada, County of Washoe County.

9.7     Time of Essence.   Time is of the essence in this Deed.

9.8      Notices. Any notices required or authorized to be given by this Deed shall be in writing and shall be sent either by commercial courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address stated below or such address as the party shall have designated to the other parties in accordance with this Section. Such notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s local time shall be deemed delivered the next day.

If to Owner:	Mountain Gold Claims, LLC, Series 5	Black Rock Exploration, LLC
	PO Box 21146	1080 Dunbar Dr.
	Reno, NV  89515	Washoe Valley, Nevada 89704
	775-849-1985	775-849-8498
Delivery of all Data to:	Mountain Gold Claims, LLC Series 5
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	(509) 928-7604

This Deed is effective ______________ ___, 20_____, regardless of the date on which the parties execute this Deed.

Mountain Gold Claims, LLC Series 5	Idaho North Resources Corp.
By _____________________________	By _____________________________
Thomas Callicrate	Mark Fralich
Black Rock Exploration, LLC
By _____________________________
Roger Walther

26

EXHIBIT D

To

Divide Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

MEMORANDUM OF EXPLORATION AND MINING LEASE AND OPTION TO PURCHASE AGREEMENT

Notice is given that Mountain Gold Claims, LLC Series 5, a Nevada Limited Liability Company and Black Rock Exploration, LLC, a Nevada Limited Liability Company, collectively (the “Owner”) and Idaho North Resources Corporation., an Idaho Corporation (the “Lessee”), have entered into the Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) dated February 21, 2012 (the “Effective Date”) concerning the unpatented mining claims situated in Esmeralda County, Nevada, and any additional unpatented mining claims located within the Area of Interest by Owner or Lessee, and which are more particularly described in Schedule 1 attached to and by this reference incorporated in this Agreement (the “Property”).

Owner has leased the Property to Lessee and has granted to Lessee the option to purchase and acquire title to the Property.  Lessee may assign its rights under the Agreement provided that Owner has first consented to the assignment which shall not be withheld unreasonably.

For purposes of the Agreement and this Memorandum, the addresses of the parties are:

If to Owner:	Mountain Gold Claims, LLC, Series 5	Black Rock Exploration, LLC
	PO Box 21146	1080 Dunbar Dr.
	Reno, NV  89515	Washoe Valley, Nevada 89704
	775-849-1985	775-849-8498
Delivery of all Data to:	Mountain Gold Claims, LLC Series 5
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	(509-928-7604)

LEASEE:

Idaho North Resources Corp.

_________________________________________

By: Mark Fralich, President

27

OWNER:

Mountain Gold Claims, LLC Series 5

_________________________________________

By:  Thomas Callicrate, Manager

Black Rock Exploration, LLC

_________________________________________

By:  Roger Walther, Manager

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Thomas E. Callicrate.

________________________________________

Notary Public

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Roger Walther

________________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF SPOKANE )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Mark Fralich.

________________________________________

Notary Public

28

SCHDEDULE 1

To

Divide Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________

DESCRIPTION OF PROPERTY INCLUDES THE MINING CLAIMS AND THE AREA OF INTEREST AS DEFINED BELOW:

A. Property: The following 10 unpatented lode mining claims located in the Divide Mining District, Township 1and 2 North, Range 42 and 43 East, Esmeralda County, Nevada.

B.            Unpatented Mining Claim Names

Name of Claim	BLM NMC No.
DN 1 thru DN 6	1058054- 1058059
TH 1 and TH 2	1058060 – 1058061
GS 1and GS 3	1058062- 1058063

C. Area of Interest:  (the “AOI”) means the geographic area and legal description exterior to the boundary of the claims and effective and made a part of the Property as of the Property as it exists on the Effective Date.  The AOI is defined as: T1N, R42E, sections 1 thru 12; T1N, R43E, sections 4 thru 9; T2N, R42E, sections 13 thru 17, and 20 thru 29, and 32 thru 36; T2N, R43E sections 16 thru 21, and 28 thru 33.

29

When recorded return to:

Mountain Gold Claims, LLC

Attn: Thomas E. Callicrate

PO Box 21146

Reno, Nevada 89515

This notice contains no social security

Or other personal information

NOTICE OF NON-RESPONSIBILITY

Pursuant to NRS 108.234, Mountain Gold Claims, LLC Series 5, a Nevada Limited Liability Company and Black Rock Exploration, LLC, a Nevada Limited Liability Company, collectively (the “Owner”) of certain unpatented mining claims described in Exhibit A, as well as any future unpatented lode mining claims located and recorded by Owner or Idaho North Resources Corporation, (the “Lessee”) within the Area of Interest as described in Exhibit A attached hereto and made part hereof the Divide Property (the” Property”) located in Esmeralda County, Nevada.

The Owner hereby gives notice that this Notice of Non-Responsibility (the “Notice”) is made on behalf of the Owner and Owner is not responsible for materials furnished to or labor performed on the Property by Lessee and Owner hereby gives public notice of the following:

1.              The Owner of the Property is Mountain Gold Claims LLC Series 5 and Black Rock Exploration, LLC (the “Owner”).

2.              The Owner has leased certain rights in the Property to Idaho North Resources Corporation (the “Lessee”).  Notice of that Lease and Option Agreement has been made public by a separate Memorandum.

3.             Lessee agrees to accept full responsibility for all its exploration and related work or services conducted on, around or otherwise in connection with the Property, including, but not limited to excavation, roads, materials furnished, construction and removal of facilities and all labor performed in connection therewith.

                4.              Lessee agrees to keep in force a $1,000,000 General Liability Insurance Policy during the Term of the Lease and Option Agreement.

                5.              The Owner will not be responsible for any and all work or services conducted of any kind or character by Lessee, its directors, employees, contractors, assigns or other successors in interest on or around the Property.

6.              For purpose of this Notice and the addresses of the Owner and the Lessee are:

If to Owner:	Mountain Gold Claims, LLC, Series 5	Black Rock Exploration, LLC
	PO Box 21146	1080 Dunbar Dr.
	Reno, NV  89515	Washoe Valley, Nevada 89704
	775-849-1985	775-849-8498
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive

30

Coeur d’ Alene, Idaho 83815

(509-928-7604)

LEASEE:

Idaho North Resources Corp.

_________________________________________

By: Mark Fralich, President

OWNER:

Mountain Gold Claims, LLC Series 5

_________________________________________

By:  Thomas Callicrate, Manager

Black Rock Exploration, LLC

_________________________________________

By:  Roger Walther, Manager

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Thomas E. Callicrate.

______________________________________________

Notary Public

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Roger Walther

______________________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF SPOKANE )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Mark Fralich.

______________________________________________

Notary Public

31

EX-10.3

Exhibit 10.3

EAGLEVILLE PROPERTY

EXPLORATION AND MINING LEASE AND OPTION TO PURCHASE AGREEMENT

This  Exploration and Mining Lease and Option to Purchase Agreement  (the “Agreement”)  is  made  and entered into this 27th day of July, 2012 (the “Effective Date”) by and between Mountain Gold Exploration, Inc. (“MGEINC”), a Nevada Corporation and Lane A. Griffin and Associates, Individuals, collectively (the “Owner”) and Idaho North Resources Corporation, an Idaho Corporation (the “Lessee”).

RECITALS

A.            Owner owns or controls the mineral rights and other certain interests to the Eagleville Property which consists of 58 unpatented lode-mining claims located on BLM lands in the Eagleville Mining District, Mineral County, Nevada.  The unpatented lode mining claims are described in greater detail in Exhibit A attached hereto, including but not limited to the claims, shall be referred to as (the “Property”).

B.             Owner desires to lease the Property to Lessee and to grant to Lessee the option to purchase the Property on the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of their mutual promises, the parties agree as follows:

1.            Definitions.  The following defined terms, wherever used in this Agreement, shall have the meanings described below:

1.1          “Applicable Environmental Laws” means any applicable federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

1.2           “Area of Interest” (the “AOI”) means the geographic area and legal description exterior to the boundary of the claims and effective and made a part of the Property as of the Property as it exists on the Effective Date.  The AOI is defined as: T 14N, R33E sections 32, 33, 34 and 35 and T 13N, R 33E sections 2, 3, 4, 5, 8, 9, 10 and 11.

1.3           “Closing” means the delivery and exchange of documents and payments described in Section 5.

1.4           “Closing Date” means the date on which Lessee’s purchase of the Property is closed in accordance with Section 5.

1.5           “Claims” (the “Claims”) means all rights, titles and interests of unpatented and patented mining claims located, or all rights, title and interests of all unpatented and patented mining claims recorded with the Bureau of Land Management or County;

1.6           “Commercial Production” means the mining, extraction, processing and recovery for sale of Minerals from the Property, excluding the taking of Minerals from the Property for the purpose of bulk sampling or determining the amenability of the Minerals to beneficiation processes or mining;

1.7           “Data” means any and all factual and interpretative, original and copies of all written, hard copy and digital geological, geochemical, metallurgical and geophysical data, including but not limited to reports, documents, correspondences, maps, drill logs, drill chips trays, core, coarse rejects, pulps, core tests, hand samples, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and all other information present, acquired, generated, delivered to or in Lessee’s possession pertaining to the Property and Owner’s interest herein.

1.8           “Deed” means the conveyance, included as Exhibit C, which Owner is obligated to execute and deliver to Lessee on Lessee’s exercise and closing of the Option in accordance with Section 5.5.

1

1.9           “Effective Date” means July 27, 2012, regardless of the signatures execution dates.

1.10         “GovernmentalRegulations” means all   directives, laws, orders, ordinances, regulations and statutes of any federal, state, provincial or local agency, securities commission, court or office.

1.11         “Hazardous Materials” means any material, waste, chemical, mixture or byproduct which: (i) is or is subsequently defined, listed, or designated under Applicable Environmental Laws as a pollutant, or as a contaminant, or as toxic or hazardous; or (ii) is harmful to or threatens to harm public health, safety, ecology, or the environment and which is or hereafter becomes subject to regulation by any federal, state or local governmental authority or agency.

1.12         “Interest Rate” means LIBOR plus two percent (2%) per annum.

1.13         “Lease Year” means each one (1) year period following the Effective Date during the Term.

1.14         “Lessee” means Idaho North Resources Corporation, an Idaho Corporation, and its successors and assigns.

1.15         “Lessee Affiliates” means (the “Lessee Affiliates”) shareholders, directors, officers, employees, members, managers, agents, representatives, contractors, subcontractors or affiliates and each successors and assigns.

1.16         “Minerals”  means  all  minerals  and  mineral  materials, including  gold,  silver, platinum  and  platinum  group  metals,  base  metals, antimony,  chromium,  cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials that are on, in or under the Property, except for the mineral Barite.  The mineral Barite shall remain the sole ownership of the Owner for its sole exploration and mining or other business activity in any means or purpose Owner desires.

1.17         “Payments” means the Advanced Royalty Payments, Production Royalty Payments, and Common Share Issuance payable by Lessee in US Dollars and in the methods in accordance with Sections 4, 4.1, 4.2, 4.3, 4.4 and 4.5.

1.18         “NetSmelterReturns” (the “NSR”) means the net smelter returns from the production of Minerals from the Property as calculated and determined in accordance with Section 4 and 4.2, and Exhibit B attached to the Deed.

1.19          “Option” means the option to purchase the Property granted by Owner to Lessee in accordance with Section 4, 4.3, 4.4 and Section 5.

1.20          “Owner”   means   collectively   Mountain  GoldExploration, Inc., (“MGEINC”) a Nevada Corporation with 34% interest and Lane Griffin and Associates, an Individual with 66 % ownership of the Property, and each successors and assigns.

1.21          “Owner Affiliates” means (the “Owner Affiliates”) shareholders, directors, officers, employees, members, managers, agents, representatives, contractors, subcontractors or affiliates, and each successors and assigns.

1.22          “Property” means collectively  (1) the 58 unpatented lode mining claims and any additional unpatented mining claims located within the Area of Interest by Owner or Lessee, (the “Claims”); and  (2)  an Area of Interest (the “AOI” described in legal subdivision),both which are situated in Mineral County, Nevada and more particularly described in Exhibit A attached hereto.  If Lessee, its successors or assigns amends, relocates or patents any of the unpatented mining claims described in Exhibit A, or if Lessee converts any of such claims into leases or other types of property rights or interests pursuant to any amendment of the United States Mining Law of 1872, such claims, rights and interests shall be deemed to be included within the Property.

1.23         “PurchasePrice” means the purchase price for the Property described In Section 5.

1.24         “Royalty” means the production royalty payable in cash or in-kind by Lessee to Owner in accordance with Section 4, 4.2 and 4.3.

2

2.            LeaseandGrantofRights.  Owner hereby leases (the “Lease”) the Property to Lessee and grants Lessee the rights and privileges to use the Property pursuant to the terms of this Agreement.

2.1           Lease.  Owner leases the Property to Lessee for the purpose of exploration for Minerals. Lessee shall have the right to conduct all customary mineral exploration activities including, but not limited to geological mapping, soil sampling, rock chip sampling, geophysical surveys, trenching, drilling, and excavation of test pits for bulk samples, all subject to appropriate state and federal permitting. Lessee shall further have the right to develop and mine such Minerals in accordance with all Federal and State laws and regulations.

2.2           WaterRights.  Subject to the regulations of the State of Nevada concerning the appropriation and taking of water, Lessee shall have the right to appropriate and use water, to drill wells for the water on the Property and to lay and maintain all necessary water lines as may be required by Lessee in its operations on the Property. If lessee acquires or files any application for appropriation or a permit, it shall cause each such application and permit to be taken jointly in the names of Owner and Lessee. On termination of this Agreement, except on Lessee’s exercise and closing of the Option, Lessee shall assign and convey to Owner all permits and water rights appurtenant to the Property, which are acquired by Lessee during the term of the Agreement. If Lessee exercises and closes on the Option, Owner shall assign and convey to Lessee all permits and water rights appurtenant to the Property.

2.3           Cross Mining.   Lessee may use the Premises for any shafts, openings, pits, and stockpile-grounds sunk or made for the mining, removal, and/or stockpiling of any Mineral Substances from any adjoining or nearby property.  Mineral Substances taken from the Premises shall at all times be kept entirely separate and distinct from any other ore or concentrated product, until the same are measured and sampled so that the rights of Owner shall be at all times preserved and protected.

2.4           Commingling.  Lessee shall have the right to commingle ore and minerals from the Premises with ore from other lands and properties; provided, however, that Lessee shall calculate from representative samples the average grade of the ore and shall weigh (or calculate by volume) the ore before commingling.  If concentrates, dore, or any other processed, beneficiated, or refined mineral products (“Concentrates”) are produced from the commingled ores by Lessee, Lessee shall also calculate from representative samples the average recovery percentage for all such concentrates produced during the calendar quarter and shall allocate a percentage of concentrate production to Owner according to such calculations.  In obtaining representative samples and calculating the average grade of the ore and average recovery percentages, Lessee may use any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Owner.  In addition, comparable procedures may be used by Lessee to apportion among the commingled ores penalty charges, if any, imposed by the purchases or such ore or concentrates.

3.           Term.  Subject to prior termination, the term (the “Term”) of this Agreement shall be for a period of fifty (50) years commencing on the Effective Date.

4.            Consideration for the Granting of the Lease.   Lessee shall make the following Payments to Owner at the following addresses: if to MGEINC at PO Box 21146, Reno NV 89515 or 760 Brenda Way, Washoe Valley, NV 89704 and to Lane Griffin and Associates at 321 Spokane St., Richland, WA 99354, and in the following percentages:

4.1           Advanced RoyaltyPayments.  In consideration of the granting of the Lease to the Lessee, on the dates described below, Lessee shall pay to Owner thirty-four percent (34%) and to Lane Griffin and Associates sixty-six percent (66%) of the following shares and cash payments as follows:

Date	Payment Amount	Lessee Shares
On Execution of this Agreement (“Effective Date”)	$6,000	300,000 shares
On or prior to the 1st Anniversary of the Effective Date	$15,000	150,000 shares
On or prior to the 2nd Anniversary of the Effective Date	$20,000	150,000 shares
On or prior to the 3th Anniversary of the Effective Date	$30,000
On or prior to the 4th Anniversary of the Effective Date	$40,000
On or prior to the 5th Anniversary thru the 10th anniversary	$50,000

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On or prior to the 11th Anniversary and thereafter $100,000

The Advanced Royalty Payments are nonrefundable.  The Advanced Royalty Payments shall be credited against the Royalty, but not the Purchase Price.  The Advanced Royalty Payment and stock certificates which is due within 30 days of the Effective Date shall be delivered and received by Owners or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

4.2           ProductionRoyalty Payment.  Lessee shall pay to Owner a production royalty equal to three percent (3%) of the Net Smelter Returns (“NSR”) from the production or sale of Minerals from the Property.  Lessee agrees to pay to Owner a production royalty equal to one percent (1%) of the Net Smelter Returns (“NSR”) or any other royalties from the production or sale of Minerals from all third party properties within the Area of Interest (“AOI”).  Lessee shall calculate and pay the Royalty in accordance with Exhibit B attached to the Deed, included as Exhibit C.  Lessee shall pay the Royalty within one (1) month after the last day of each month during which Lessee sells or ships any Minerals or products of Minerals produced from the Property.  Lessee shall pay to Owner MGEINC thirty-four percent (34%) and to Lane Griffin and Associates sixty-six percent (66%) of the 3% of the NRS in cash or In-Kind Royalty at each Owners sole discretion and election and as further defined in Exhibit B.

4.3           Royalty Purchase Option.    Lessee shall have the option to purchase a portion of the 3% Royalty from the Property representing one percent (1%) of the NSR for one million dollars ($1,000,000 million), in accordance with the terms of the Deed.  Lessee shall have the option to purchase an additional one percent (1%) of the NSR for three million dollars ($3,000,000 million), in accordance with the terms of the Deed. Lessee may exercise the option to purchase the Royalty at any time within six (6) months after Lessee completes a positive, bankable, feasibility study and commits the development of the Property as a mine. The remaining one percent (1%) Royalties from third parties within the AOI shall not be available for purchase.  Lessee shall pay to Owner MGEINC thirty-four percent (34%) and to Lane Griffin and Associates sixty-six percent (66%) of the 3% of each of the portions of the NRS Royalty Purchase amounts.

4.4           MethodofPayment.  All payments by Lessee to Owner shall be paid by check, wire or delivery of “In-Kind” at Owner’s sole discretion, and delivered to Owner at its address for notice purposes or by wire transfer to an account designated by each Owner.  At Owner discretion and election, the payment of Precious Metals NSR Royalty may be paid in Cash or In-kind as defined in Exhibit B. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated. Payments shall be delivered to Owner in the amounts of 100%. All cash payments and sums referred to in this Agreement shall be in United States currency or In-Kind.

4.5           Common Shares. Owner shall receive the following shares of Lessee common stock, which shall be distributed to MGEINC (34% of the shares) and Lane Griffin and Associates (66% of the shares) accordingly:

a)             300,000 shares of Lessee common stock within thirty (30) days of the Effective Date or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

b)             150,000 shares of Lessee common stock within thirty (30) days of the First Anniversary of the Effective Date or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

c)             150,000 shares of Lessee common stock within thirty (30) days of the Second Anniversary of the Effective Date or this Agreement shall be null and void and Lessee shall have no rights, title or interest to this Agreement, unless modified and agreed upon in writing by both parties.

The shares of Lessee common stock shall be deemed fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws. The Owner will have the same privileges and rights as all other holders of Lessee common stock.   The stock shall be issued and delivered to the Owner based on their appropriate interest in the Property.  Owner acknowledges that the stock evidencing the shares shall bear a legend indicating that the shares have not been registered under the Securities Act of 1933, as amended, and are restricted securities for purposes of U.S. federal securities laws.  The shares of Lessee common stock being issued to Owner may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope

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customary for opinions of counsel in comparable transactions, that registration is not required under said Act and that there is an applicable exemption under the Act.

Management agrees to the removal of any and all restrictions on the Share Certificates held by Owner within 10 days from the date when the restriction first becomes eligible to be removed.  Lessee shall not unreasonably delay, interfere with or hinder Owners’ request to remove any restrictive legend associated with the shares so long as such request is in compliance with U.S. federal securities laws and Lessee agrees to provide at sole costs by Lessee any Legal Opinion for unrestricting/releasing restricted shares within 30 days’ notice from Owners should a Legal Opinion be necessary for unrestricting/releasing removing any restrictive legend of shares owned/controlled by Owner or this Agreement shall null and void.

4.6           Late Charge and Interest.  Lessee acknowledges that late payment by Lessee to Owner of Advanced Royalty Payments, Royalty or other payment or sums due from Lessee will cause Owner to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain.  Accordingly, if any Advanced Royalty Payment, Royalty or any other amount due and payable by Lessee is not received by Owner within ten (10) days after such amount is due, then Lessee shall pay to Owner a late fee equal to ten percent (10%) of such overdue amount.  The parties agree that such late fee represents a fair and reasonable estimate of the costs Owner will incur by reason of any late payment by Lessee.  Owner acceptance of such late charge shall not constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Owner from exercising any of Owners other rights and remedies granted under this Agreement.  If any Advanced Royalty Payment, Royalty or other amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, Lessee shall pay to Owner, in addition to the late payment, interest from and after the due date based on the Interest Rate.  Lessee’s payment of such interest shall not excuse or cure any default by Lessee.  If any Advanced Royalty Payments, Royalty or other stock issuances or amount payable by Lessee remains delinquent for a period in excess of thirty (30) days, then this Agreement shall be null and void and Lessee shall have no rights, titles or interests to this Agreement or the Property.

4.7           Reimbursement of Annual Fee.   Lessee agrees to reimburse Owner (MGEINC) 100% of 2012 Bureau of Land Management Annual Maintenance Fee for Notice of Intent to Hold claim filing fee of $8,120.00 and Mineral County, Nevada Annual Affidavit and Notice of Intent to Hold claim filing fee of $602.50 for total of $8,722.50 to MGEINC

4.8           WorkCommitment.    In consideration of the granting of the Lease to the Lessee, Lessee shall be obligated to expend the amounts (the “Work Commitment Expenditures”) list below on exploration activities by the end of each Lease year as set forth below.   Federal and County Mining Claim Maintenance Fees and staking and filing fees are not expenses that Lessee may expense towards the Work Commitment.

Lease Year	Amount
First Lease Year	$5,000.00
Second Lease Year	$10,000.00
Third Lease Year	$25,000.00
Fourth Lease Year	$50,000.00
Fifth Lease Year and thereafter	$100,000.00

All work expenditures made by Lessee during any Lease Year in excess of the work commitment expenditures required for such Lease Year shall be credited, as far as they will go, against work commitment requirements for any subsequent Lease Year.   For any work commitment expenditure not fulfilled with the above work commitment time frames, the difference between the actual expenditure and the minimum work commitment expenditures shall be paid to Owner at a rate of 75% of the remaining expenditure in US dollars as the fulfillment of lessee’s obligation and lessee shall be entitled to keep (and not expend) 25% of such remaining expenditure.

5.            Option to Purchase. Owner grants to Lessee the exclusive right to purchase the Property, subject to the Royalty  reserved  by  Owner,  and  subject  to  Lessee’s  obligations  under  the  conveyance executed and  delivered by Owner  on the closing of the Option.   The Purchase Price for the Property shall be Four Hundred Thousand Dollars ($400,000.00).  The Advanced Royalty Payments payable by Lessee to Owner in accordance with Section 4.1 shall not be credited against the Purchase Price. Lessee’s payment of the Purchase Price shall not be credited against the Royalty.

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5.1           NoticeofElection.  If Lessee elects to exercise the Option, Lessee shall deliver written notice to Owner during the Term of this Agreement.  Following Owner’ receipt of Lessee’s notice to exercise the Option, the parties shall make diligent efforts to close the conveyance of the Property within thirty (30) days thereafter.

5.2           RealPropertyTransferTaxes.   Lessee shall pay the real property transfer taxes, if any, the costs of escrow and all recording costs incurred in closing of the Option.

5.3           ProrationofTaxes.  Payment of any and all state and local real property and personal property taxes levied on the Property and not otherwise provided for in this Agreement shall be the responsibility of the Owner.

5.4           PaymentonClosing.  On closing of the Option, Lessee shall pay the Purchase Price to Owner.

5.5           ConveyanceonClosing.  If Lessee exercises and closes the Option, Owner shall execute and deliver to Lessee the Deed.  The parties shall complete the Deed by inserting the description of the Property and the schedule of the Advanced Royalty Payments.  Owner and Lessee shall execute and deliver such other written assurances and instruments as are reasonably necessary for the purpose of closing the purchase of the Property.

5.6           EffectofClosing.  On closing of the Option, Lessee shall own the Property, subject to the Royalty reserved by Owner and Lessee’s obligations stated in the Deed.

6.           Compliance with the Laws. During the Term, Lessee agrees it shall at Lessee’s sole cost: (1) apply for all necessary permits, licenses and approvals; (2) promptly comply with all Governmental applicable Laws and Regulations relating to the condition, use or occupancy of the Property by Lessee, including but not limited to all exploration and development work performed by Lessee; (3) notify promptly Lessor of any allegations of substantial violation thereof; and (4) prepare and file all reports or notices required by Lessee.  Lessee shall not be in breach of this provision if a violation has occurred in spite of the Lessee’s good faith efforts to comply, and Lessee has timely cured or disposed of such violation through performance, or payment of fines and penalties.  For greater certainty, in respect of Section 8 during the Term, Lessee shall be responsible for title, property and permitting issues.  Lessee shall, at its sole cost, promptly comply with all applicable Governmental Regulations regarding reclamation of the Property and Lessee shall defend, indemnify and hold harmless Lessor from any and all actions, assessment, mining claims, costs, fines, liability and penalties arising from or related to Lessee’s failure to comply with any applicable Governmental Regulations.   Lessee shall perform or cause to be performed during the Term all work necessary to comply with agreements, concessions or other instruments constituting and governing the Property and associated mining claims and shall take measures necessary to maintain same in full force and effect.  Lessee agrees to fence off all dangerous openings on the property and shall complete all necessary closure activities and repairs within thirty (60) days of the Effective Date.

7.             Lessee’s Work Practices and Reporting.

7.1           Work Practices.  During the Term, Lessee shall work the Property in a miner-like manner.

7.2           Inspection of Property and Data.  During the Term, Owner shall have the right to examine and make copies of all Data regarding the Property in Lessee’s possession during reasonable business hours and upon prior notice, provided, however, that the rights of the Owner to examine such Data shall be exercised in a manner that does not interfere with the operations of the Lessee.  During the Term, Owner shall be permitted to enter the Property and Lessee’s workings at all reasonable times for the purpose of inspection, but Owner shall enter on the Property at their own risk and in such a manner which does not unreasonably hinder, delay or interfere with Lessee’s operations.

7.3           Reports and Release of Data.  Within thirty (30) days of the end of each Lease Year, Lessee shall, at Lessee’s sole costs, deliver to Owner address as set forth in the Notice provision in Section 22 herein, a copy of all Data, as well as deliver to Owner a report of all of Lessee’s activities conducted on the Property for such Lease Year, including itemized information concerning Work Commitment Expenditures incurred during the Lease Year.  Within sixty (60) days of the completion of all third party services which results in the production of Data (including but not limited to geochemical laboratories, geophysical surveys, remote sensing surveys), Lessee shall obtain from such service provider an assignment of all intellectual property rights in the Data to the Owner and provide a copy of the same to the Owner.  Lessee shall as well as forward release letters from third parties of specific surveys and data generated to Owner such that Owner owns the data and has full access and right to the Data. If Lessee fails to compile with the terms of this section within 30 days request, this

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Agreement shall be null and void.

8.     Location of Additional Unpatented Mining Claims.  During the Term, all unpatented mining claims acquired by either Owner or Lessee which are partially or wholly in the Area of Interest shall be recorded in Owner’s name and shall be part of and subject to this Agreement.  If either Lessee or Owner acquires any unpatented mining claims in the Area of Interest, such party shall promptly notify the other party.  Either party may execute and deliver an amendment of this Agreement, in recordable form, which provides that the newly acquired unpatented mining claims are part of the Property and are subject to this Agreement.  The amendment may be recorded by either party.

8.1           Owner Acquired Rights.    If at any time while this Agreement is in effect, Owner stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claims, license, lease, grant, concession, permit, patent, or other minerals, property or surface rights or water rights (collectively, the “Acquired Rights and Interests”) located wholly or partly within the Area of Interest, the Owner shall forthwith give notice to Lessee of that staking or acquisition, the cost thereof and all details in possession of the Owner with respect to the nature of the Acquired Rights and the known mineralization.  Lessee may, within 30 days of receipt of this notice, elect to include within the Option the Acquired Rights by reimbursing the Owner for any and all acquisition costs. If Lessee elects not to include the Acquired Rights as part of the mining claims subject to this Agreement the Owner shall hold such Acquired Rights separate from this Agreement and Lessee shall have no rights or obligations thereto.

8.2           Lessee Acquired Rights.   If at any time while this Agreement is in effect, Lessee or otherwise acquires Acquired Rights located wholly or partly within the Area of Interest, then those Acquired Rights shall: (a) be included under this Agreement; (b) the cost of acquisition shall be deemed to be Work Commitment Expenditures; and (c) be transferred to the Owner should this Agreement expire or terminate.

8.3           Existing Third Party Rights.    Any and all existing third party Right, Title or Interest wholly or partly acquired controlled or located in any and all manners in the Area of Interest by Owner or Lessee on the Effective Date or any time in the future shall be subject to this Agreement.

8.4           Lessee Release of Claims.    Lessee shall not have the right to relinquish, release, abandon, quitclaim, drop (the “Release”) any claims or Acquired Rights without Owners prior written Approval.  If Owner agrees to allow Lessee to Release any Acquired Rights Interests in the Property, such Acquired Rights and Interest shall no longer be a part of this Agreement.

9.            LiensandNoticesofNon-Responsibility.  Lessee agrees to keep the Property at all times free and clear of all liens, charges and encumbrances of any and every nature and description done made or caused by Lessee, and to pay, and defend, indemnify and hold harmless Owner from and against, all indebtedness and liabilities incurred by or for Lessee which may or might become a lien, charge or encumbrance; except that Lessee need not discharge or release any such lien, charge or encumbrance so long as Lessee disputes or contests the lien, charge or encumbrance and posts a bond sufficient to discharge lien acceptable to Owner.  Subject to Lessee’s right to post a bond in accordance with the foregoing, if Lessee does not within thirty (30) days following the imposition of any such lien, charge or encumbrance, cause the same to be released of record, Owner shall have, in addition to Owner’s contractual and legal remedies, the right, but not the obligation, to cause the lien to be released by such manner as Owner deems proper, including payment of the claim giving rise to such lien, charge or encumbrance.  All sums paid by Owner for and all expenses incurred by it in connection with such purpose, including court costs and attorney’s fees, shall be payable by Lessee to Owner on demand at the Interest Rate.  Owner shall, at Owner’s sole cost, file a Notice of Non-Responsibility in Owner name with the local County within 30 days of execution of this Agreement and herein attached as Exhibit C and by this reference incorporated in this Agreement.

10.          Taxes.

10.1         RealPropertyTaxes.  Owner shall pay any and all taxes assessed and due against the Property before execution of this Agreement, if required.  Lessee shall pay promptly before delinquency all taxes and assessments, general, special, ordinary and extraordinary, that may be levied or assessed during the Term upon the Property.  All such taxes for the year in which this Agreement is executed and for the year in which this Agreement terminates shall be prorated between Owner and Lessee, except that neither Owner nor Lessee shall be responsible for the payment of any taxes which are based upon income, net proceeds, production or revenues or any other activities from the Property assessed solely to the other party.  The parties acknowledge that there are presently no real property taxes assessed against unpatented mining claims, including

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the unpatented mining claims which constitute the Property.

10.2         PersonalPropertyTaxes.  Each party shall promptly when due pay all taxes assessed against such party’s personal property, improvements or structures placed or used on the Property.

10.3         IncomeTaxes.  Neither the Owner nor the Lessee shall be liable for any taxes levied on or measured by income or net proceeds, or other taxes applicable to the other, based upon payments under this Agreement.

10.4         DeliveryofTaxNotices.    If Owner receives tax bills or claims that are Lessee’s responsibility, Owner shall promptly forward them to Lessee for payment.

11.          InsuranceandIndemnity.

11.1         Lessee’s Liability Insurance.  Lessee shall, at Lessee’s sole cost, keep in force during the Term a policy of Commercial General Liability Insurance covering property damage and liability for personal injury occurring on or about the Property, with limits in the amount of at least One Million Dollars ($1,000,000) per occurrence for injuries to or death of person, One Million Dollars ($1,000,000) per occurrence for property damage, and with a contractual liability endorsement insuring Lessee’s performance of Lessee’s indemnity obligations of this Agreement.

11.2         Form and Certificates.  The policy of insurance required to be carried by Lessee pursuant to this Section shall have a Best’s Insurance Rating of at least A-IX.  Such policy shall name Owner as an additional insured and contain a cross-liability and severability endorsement.  Lessee’s insurance policy shall also be primary insurance without right of contribution from any policy carried by Owner.  A certificate of insurance and a copy of Lessee’s insurance policy shall be provided to Owner before any entry by Lessee or its directors, officers, employees, representatives, agents, contractors or affiliates on the Property and shall provide that such policy is not subject to cancellation, expiration or change, except upon thirty (30) days prior written notice to Owner. If Lessee breaches any of the terms in this Section, this Agreement shall null and void.

11.3          Waiver of Subrogation.  Lessee and Owner each waives any and all rights of recovery against the other, and against the partners, members, officers, employees, agents and representatives of the other, for loss of or damage to the Property or injury to person to the extent such damage or injury is covered by proceeds received under any insurance policy carried by Owner or Lessee and in force at the time of such loss or damage.

11.4         Waiver and Indemnification.  Except to the extent caused by the negligent or intention acts or omissions of the Owner, the Owner shall not be liable to Lessee and Lessee waives all claims against Owner for any injury to or death of any person or damage to or destruction of any personal property or equipment or theft of property occurring on or about the Property or arising from or relating to Lessee’s business conducted on the Property.  Lessee shall defend, indemnify and hold harmless Owner and its its members, managers, shareholders, directors, officers, employees, agents and contractors  from and against any and all claims, judgments, damage, demands, losses, expenses, costs or liability arising in connection with injury to person or property from any activity, work, or things done, permitted or suffered by Lessee or Lessee’s agents, partners, servants, employees, invitees or contractors on or about the Property, or from any breach or default by Lessee in the performance of any obligation on the part of Lessee to be performed under the terms of this Agreement (all of the foregoing collectively referred to as “General Indemnity Claims”).  Lessee agrees to defend all General Indemnity Claims on behalf of Owner, with counsel acceptable to Owner, acting reasonably.  The obligations of Lessee contained in this Section shall survive the expiration or termination of this Agreement.

12.          Environmental.

12.1         Environmental.  Hazardous Materials means any material, waste, chemical, mixture or byproduct which:  (a) is or is subsequently defined, listed, or designated under Applicable Environmental Laws (defined below) as a pollutant, or as a contaminant, or as toxic or hazardous; or (b) is harmful to or threatens to harm public health, safety, ecology, or the environment and which is or hereafter becomes subject to regulation by any federal, state or local governmental authority or agency.  Applicable Environmental Laws means any applicable Federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of Federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources,

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or public health or safety.

12.2         Lessee Hazardous Material Activities.  Lessee shall limit any use, generation, storage, treatment, transportation, and handling of Hazardous Materials in connection with Lessee’s use of the Property (collectively “Lessee Hazardous Materials Activities”) to those Hazardous Materials, and to quantities of them, that are necessary to perform activities permitted under this Agreement.  Lessee Hazardous Materials Activities may include, without limitation, all such activities on or about the Property by Lessee’s employees, partners, agents, invitees, contractors and their subcontractors.  Lessee shall not cause or permit any Hazardous Materials to be disposed or abandoned at the Property.  Lessee shall cause all Lessee Hazardous Materials Activities to be performed in strict conformance to Applicable Environmental Laws.  Lessee shall promptly notify Owner and any applicable governmental agencies of any actual or claimed violation of Applicable Environmental Laws in connection with Lessee Hazardous Materials Activities, and Lessee shall promptly and thoroughly cure any violation of Applicable Environmental Laws in connection with Lessee Hazardous Materials Activities.  If any governmental approval, consent, license or permit is required under Applicable Environmental Laws for Lessee to perform any portion of its work at the Property, including without limitation any air emission permits, before commencing any such work, Lessee shall be solely responsible, at Lessee’s expense, for obtaining and maintaining, and providing copies of, each approval, consent, license or permit. Qualified personnel who have received proper training with respect to Hazardous Materials, including compliance with applicable OSHA laws and regulations, shall perform all Lessee Hazardous Materials Activities.  Lessee shall cause all Hazardous Materials present at the Property in connection with Lessee Hazardous Materials Activities to be safely and securely stored.  Lessee agrees to conduct all of its activities on the Property in accordance with all Applicable Environmental Laws.

12.3         Spills of Hazardous Materials.  Lessee shall promptly notify Owner and each governmental regulatory entity with jurisdiction of any spills, releases, or leaks of Hazardous Materials that occur in connection with Lessee Hazardous Materials Activities or Lessee’s use of the Property, including but not limited to any resulting contamination of the environment (collectively “Lessee Contamination”).  Further, Lessee shall promptly notify Owner and any applicable governmental agencies of any claims of which Lessee becomes aware regarding any actual or alleged Lessee Contamination.  Lessee shall be solely responsible at its expense for promptly, diligently and thoroughly investigating, monitoring, reporting on, responding to, and cleaning up to completion any and all such Lessee Contamination, in full conformance to Applicable Environmental Laws (collectively the “Lessee Environmental Response Work”).  All Lessee Environmental Response Work shall be reported to each governmental regulatory entity with jurisdiction on an ongoing basis (as required by Applicable Environmental Laws), and Lessee shall diligently attempt to obtain written concurrence from such each such regulatory entity that all Lessee Environmental Response Work has been satisfactorily performed and completed.  Lessee at its expense shall keep Owner timely informed of Lessee’s progress in responding to any Lessee Contamination, including but not limited to providing Owner with copies, at Lessee’s expense, of all reports, work plans, and communications with governmental regulatory entities.

12.4         Removal of Stored Hazardous Materials.     Before the expiration or termination of this Agreement, and notwithstanding any other provision of this Agreement, and in full conformance to Applicable Environmental Laws, Lessee shall:  (a) cause to be properly removed from the Property all Hazardous Materials stored at the Property in connection with Lessee’s use of the Property or in connection with Lessee Hazardous Materials Activities; and (b) cause to be properly dismantled, closed and removed from the Property all devices, drums, equipment and containments used for handling, storing or treating Hazardous Materials Activities.  As part of the closure and removal activities described in the preceding sentence, Lessee shall cause to be performed representative environmental sampling of areas of the Property where such handling, storing or treating of Hazardous Materials occurred, to confirm that no contamination of the environment has resulted from any Lessee Hazardous Materials Activities.  A qualified environmental consultant shall perform such sampling, and such consultant shall promptly issue a written report, which describes the consultant’s data, findings, and conclusions, a copy of which shall be provided to Owner at Lessee’s expense.  If any Lessee Contamination is discovered, Lessee shall immediately initiate Lessee Environmental Response Work as prescribed in this Agreement.

12.5         Environmental Indemnity.  Lessee shall promptly reimburse, defend, indemnify (with legal counsel acceptable to Owner, acting reasonably) and hold harmless Owner, its employees, assigns, successors-in-interest, agents and representatives from any and all claims, liabilities, obligations, losses, causes of action, demands, governmental proceedings or directives, fines, penalties, expenses, costs (including but not limited to reasonable attorney’s fees, consultant’s fees and other expert’s fees and costs), and damages, which arise from or relate to:  (a) Lessee Hazardous Materials Activities; (b) Lessee Contamination; (c) any non-compliance with Applicable Environmental Laws in connection with Lessee’s use of the Property; or (d) a breach of any obligation of Lessee under this Section..

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12.6         Survival.  The provisions of this Section shall survive expiration and termination of this Agreement.

13.          Property Maintenance and Work Commitment.                                                                                     

13.1         AnnualAssessmentWork.  To the extent required by law, beginning with the annual assessment work period of September 1, 2012 to September 1, 2013, and for each subsequent annual assessment work year commencing during the Term and not less than thirty (30) days before the applicable deadline, Lessee shall perform,  for the benefit of the Property,  work of a type customarily deemed applicable as assessment work and of sufficient value to satisfy the annual assessment work requirements of all applicable federal, state and local laws, regulations and ordinances, if any, and shall prepare evidence of the same in form proper for recordation and filing, and shall timely record and/or file such evidence in the  appropriate federal, state and local office as required by applicable Federal, State, County and local laws, regulations and ordinances.   Lessee shall deliver to Owner proof of Lessee’s compliance with this Section not less than fifteens (30) days before the applicable deadline.  If Lessee elects to terminate this Agreement prior to June 1 of each calendar year for the succeeding annual assessment year, Lessee shall have no obligations to either perform annual assessment work or to prepare, record and /or file evidence of the same for the following annual assessment year.  If Lessee elects to terminate this Agreement after June 1 of each calendar year for the succeeding annual assessment year, Lessee shall be responsible and obligated to either perform annual assessment work or to prepare, record and /or file evidence of the same for the following annual assessment year. The parties acknowledge that there are presently no annual assessment work requirements for the unpatented mining claims which constitute the Property.

13.2         Federal, State and County MiningClaimMaintenanceFees.   If under applicable federal laws and regulations federal annual mining claim maintenance fees are required to be paid for the unpatented mining claims which constitute all  or part of the Property, beginning with the annual assessment work period of September 1, 2012 to September 1, 2013 Lessee shall timely and properly pay the Federal Annual Mining Claim Maintenance Fees and the County Annual Affidavit and Notice of Intent to Hold Fees by the date stated below, of Owner’s intention to hold and control the mineral rights of the unpatented mining claims which constitute the Property.   If Lessee elects to terminate this Agreement prior to June 1 of each calendar year for the succeeding annual assessment year, Lessee shall have no obligations to payment of the Federal Annual Mining Claim Maintenance Fees and the County Annual Affidavit and Notice to Hold Fees.  If Lessee elects to terminate this Agreement after June 1 of each calendar year for the succeeding annual assessment year, Lessee shall be responsible and obligated to pay the Federal Annual Mining Claim Maintenance Fees and the County Annual Affidavit and Notice to Hold Fees and this section shall survive termination of this Agreement.  Lessee shall deliver to Owner proof of Lessee’s compliance of the payment of the Federal Annual Mining Claim Maintenance Fees and the County Annual Affidavit and Notice to Hold Fees prior to August 1 of each calendar year or this Agreement shall be null and void.

13.3         Amendment of Mining Laws. The parties acknowledge that legislation for the amendment or repeal of the mining laws of the United States applicable to the Property has been, and in the future may be, considered by the United States Congress.  The parties desire to insure that any and all interests of the parties in the lands subject to the unpatented mining claims which comprise all or part of the Property, including any rights or interests acquired in such lands under the mining laws as amended, repealed or superseded, shall be part of the Property and shall be subject to the Agreement.  If the mining laws applicable to the unpatented mining claims subject to this Agreement are amended, repealed or superseded, the conversion or termination of Owner’s interest in the Property pursuant to such amendment, repeal or supersession of the mining laws shall not be considered a deficiency or defect in Owner title in the Property, and Lessee shall have no right or claim against Owner resulting from the conversion, diminution, or loss of Owner’s interest in and to the Property, except as expressly provided in this Agreement.

If pursuant to any amendment or supersession of the mining laws, Owner is granted the right to convert its interest in the unpatented mining claims comprising the Property to a permit, license, lease, or other right or interest, all converted interests or rights shall be deemed to be part of the Property subject to this Agreement.  Upon the grant or issuance of such converted interests or rights, the parties shall execute and deliver an addendum to this Agreement, in recordable form, by which such converted interests or rights are made subject to this Agreement.

14.          Relationship of the Parties.

14.1         NoPartnership.  This Agreement shall not be deemed to constitute any party, in its capacity as such, the partner, agent or legal representative of any other party, or to create any joint  venture,  partnership,  mining  partnership  or

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other  partnership  relationship  between  the parties.

14.2         Competition.  Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavors of any sort outside the Property or outside the scope of this Agreement, whether or not competitive with the endeavors contemplated under this Agreement, without consultation with or participation of the other party.  In particular, without limiting the foregoing, neither party to this Agreement shall have any obligation to the other as to any opportunity to acquire any interest, property or right offered to it outside the scope of this Agreement.

15.          Inspection.  Owner or Owner’s duly authorized representatives shall be permitted to enter on the Property at all reasonable times for the purpose of inspection, but they shall enter on the Property at their own risk and in such a manner which does not unreasonably hinder, delay or interfere with Lessee’s operations.

16.          Title.  Owner represents to Lessee to the best of their knowledge and belief as follows:  (a) the mining claims which were located by Owner and which are part of the Property were properly located in accordance with applicable federal and state laws and regulations; (b) all assessment work requirements for the claims have been performed and all filings and recordings of proof of performance have been made properly and the federal annual mining claim maintenance and rental fees have been paid properly; (c) the claims are in good standing; (d) subject to the paramount title of the United States, Owner has good right and full power to lease and to convey the interests described in this Agreement; (e) the claims are free and clear of all liens, claims and encumbrances created by, through or under Owner; (f) Owner disclaims any representation or warranty concerning the existence or proof of a discovery of locatable Minerals on or under the Property.  No other statement of mineral value is expressed or implied.

17.          Covenants,WarrantiesandRepresentations.  Each of the parties covenants, warrants and represents for itself as follows:

17.1         CompliancewithLaws.  That the parties  have complied with all applicable laws and regulations  of  any  governmental  body,  federal,  state  or  local,  regarding  the  terms  of  and performance of its obligations under this Agreement.

17.2         NoPendingProceedings.  Both parties acknowledge that there are no lawsuits or proceedings pending or threatened which affect its ability to perform the terms of this Agreement.

17.3         Costs.  That the parties shall pay their own costs and expenses incurred or to be incurred by it in negotiating  and  preparing  this  Agreement  and  in  closing  and  carrying  out  the  transactions contemplated by this Agreement.

17.4         Brokers.    That the parties have had  no  dealings  with  any  agent,  broker  or  finder  in connection with this Agreement, and shall indemnify, defend and hold the other party harmless from and against any claims that may be asserted through such party that any agent’s broker’s or finder’s fee is due in connection with this Agreement.

17.5         PatriotAct.  That the parties are not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and are not otherwise blocked or banned by any foreign assets office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224.

17.6         Lessee Representation and Warrants.   Lessee hereby represents and warrants to Owner to the best of their knowledge that:

a)             it is qualified to acquire and dispose of interests in, and to explore, develop and exploit, mining properties in the State of Nevada;

b)             it has full power, capacity and authority to carry on its business and to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

c)             all necessary corporate and shareholder or partnership approvals have been obtained and are in effect with respect to the transactions contemplated hereby, and no further action on the part of the

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directors or shareholders is necessary or desirable to make this Agreement valid and binding on it;

d)             neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by its constating documents or any agreement to which it is a party;

e)             it is familiar with the laws and regulations that relate to the Property (including without limitation, the laws and regulations of the Nevada State Land Department); and,

f)             there is no finders’ fee or other obligations imposed upon the Lessee related to the execution of the Option, and the Lessee shall indemnify and hold harmless the Owner from any such claim.

17.7         Owner Representation and Warrants.   Owner hereby represents and warrants to Lessee to the best of their knowledge  that:

a)             it has full power, capacity and authority to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated herein;

b)             neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which Owner is a party;

c)             each of the unpatented mining claims included in and comprising the Property have been duly issued by the State of Nevada and are in good standing and Owner hold an undivided, sole and exclusive 100% interest in and to each of the permits comprising the Property, free and clear of all liens, charges, royalties and encumbrances;

d)             there are no pending or threatened actions, suits, claims or proceedings regarding the Property or any portion thereof of which Owner is aware;

e)             it does not warrant the accuracy of any data or technical information furnished to Lessee either before or subsequent to the execution of this Agreement; and

f)              it has the exclusive right to enter into this Agreement, have not made any sale, lease or agreement affecting the rights granted herein, and have all necessary powers and authority to dispose of any and all rights, titles and interests in and to the Property in accordance with the terms of this Agreement.

17.8         Representations and Warranties Survival.    The representations and warranties set forth herein are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by Lessee and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.

18.          Termination by Expiration, Default or Agreement.  This Agreement shall terminate as expressly provided herein, unless earlier terminated by mutual written agreement.

18.1         Termination by Owner.  Any material failure by Lessee to perform any of its covenants, liabilities, obligations or responsibilities under this Agreement shall be a default.  Owner may give Lessee written notice of a default.  If the default is not remedied within thirty (30) days after receipt of the notice, provided the default can reasonably be cured within that time, or, if not, if Lessee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such action to completion, Owner may terminate this Agreement by delivering notice to Lessee of Owner termination of this Agreement.  In the case of Lessee’s failure to pay the Payments, Owner shall be entitled to give Lessee written notice of the default, and if such default is not remedied within fifteen (15) days after the receipt of the notice, then Owner may terminate this Agreement by delivering notice to Lessee of Owner termination of this Agreement.  On Owner termination of this Agreement based on Lessee’s default, Owner shall have the right to execute and record Exhibit F, Notice of Termination of Lease and Purchase Option and/or Owner may request and Lessee shall execute and deliver to Owner a Release and Termination document for this Agreement in a form acceptable to Owner for recording which shall transfer any and all Lessee’s right, title and interest in the Property to Owner.

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18.2         Termination by Lessee and Quitclaim Deed.     Lessee may at any time terminate this Agreement by giving thirty (30) days advanced notice to Owner.  If Lessee terminates this Agreement, Lessee shall perform all obligations and pay all payments which accrue or become due before or after the termination date.  On Lessee’s termination of this Agreement, Owner shall have the right to execute and record Exhibit F, Notice of Termination of Lease and Purchase Option and/or Owner may request and Lessee shall execute and deliver to Owner a Release and Termination document for this Agreement in a form acceptable to Owner for recording which shall transfer any and all Lessee’s right, title and interest in the Property to Owner.

18.3         Continuing Obligations and Environmental Liabilities.  During the Term of this Agreement and after termination or expiration under this Section 18, Lessee shall remain liable for liabilities to Owner and/or third parties arising out of or related to Lessee's use of and/or activities on the Property, including environmental liabilities and related bonding requirement.  Lessee's liabilities and obligations shall include environmental damage and liabilities, which are caused by or as a result of work done on the Property as described in Section 6 of this Agreement.  This provision shall survive expiration or termination of this Agreement.

18.4         Surrender of the Property and Disposition of Assets on Termination.  On expiration or termination of this Agreement, Lessee shall surrender the Property promptly to Owner and at Lessee’s sole cost shall remove from the Property all of Lessee’s buildings, equipment and structures free and clear of all encumbrances. All costs and expenses incurred in connection with the removal or disposal of any and/or all of the personal property, including all buildings, equipment and structures and Data on the Property and the termination of this Agreement and any business related to this Section shall be expenses chargeable to Lessee and reimbursed to Owner or its Affiliates. This provision shall survive expiration or termination of this Agreement. Lessee shall reclaim the Property in accordance with all applicable Governmental Regulations.  Lessee shall diligently perform reclamation and restoration of the Property such that Lessee’s reclamation and restoration shall be completed no later than the date required under any Governmental Regulations or no later than one hundred eighty (180) days of the expiration or termination of this Agreement.  .

18.5         Right to Data after Termination.  Within thirty (30) days following termination or expiration of this Agreement, Lessee shall deliver to Owner at its sole costs all Data, as defined in Section 1 Definitions and in this Agreement regarding the Property in Lessee’s possession at the time of termination which before termination have not been furnished to Owner and, at Owner request, Lessee shall deliver, at its sole costs, to Owner at Owner elected and directed location all Data, including but not limited to drilling core, drill RC chips and trays, coarse rejects, pulps, samples, sample splits and thin sections taken from the Property.

18.6         Non-Compete Covenants.  Should Lessee terminate this agreement, Lessee shall not directly or indirectly acquire any rights, titles or interests to any portion of the Property or within the Area of Interest, for a period of two (2) year from the date of termination.   If Lessee breaches this Section, Lessee shall be obligated and shall within fifteen (15) days of the breach, convey to Owner at Lessee sole costs, any and all such Property and any and all other rights, titles and interests so acquired by Lessee.  Such conveyance shall be made in writing and can be accepted by Owner at any time within ninety (90) days after the offer is delivered and received by Owner.  Failure of Lessee to comply with this Section shall be a breach by Lessee of this Agreement, and Owner shall have any and all legal recourse to recoup its losses and damages at Lessee’s sole expense, including but not limited to attorney and legal fees.

18.7.        Continued Authority. On termination of the Agreement, Lessee shall complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of operations prior to such termination or withdrawal.  Owner shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both parties and the Property, and take any other reasonable action.

19.          Confidentiality.  The Data and information, including the terms of this Agreement, coming into Lessee’s possession by virtue of this Agreement shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property or to publicly announce and disclose information under Governmental Regulations or under the rules and regulations of any stock exchange on which the stock of any party, or the parent or affiliates of any party, is listed.  If a party negotiates for a transfer of all or any portion of its interest in the Property or under this Agreement or negotiates to procure financing or loans relating to the Property, in order to facilitate any such negotiations such party shall have the right to furnish information to third parties, provided that each third party to whom the information is disclosed agrees to maintain its confidentiality in the manner provided in this Section.

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20.          Assignment.

20.1         Assignments and Transfers.  This Agreement and the terms and the conditions hereof shall be freely assignable and shall be binding upon and extend to the successors, heirs, and assigns of the parties; provided, however, that: (a) no transfer, assignment, royalty or other monies payable or the rights hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of the parties; and (b) no assignment or transfer by Owner or Lessee shall be effective until Lessee or Owner has received written notice of such assignment or transfer.  Upon an assignment or transfer, the assigning party and its assignee shall give written notice of such assignment to the non-assigning party, specifying therein the name(s) and address(s) (for notices and payments) of the assignee and the rights, titles and interests assigned.  Following an assignment or transfer by Owner or Lessee, the assignee or transferee shall be deemed to be included in the term “Owner” or “Lessee” for all purposes of this Agreement.

20.2         Lessee’sAssignment. Lessee shall not assign, convey, encumber, sublease, grant any concession, or license or otherwise transfer (the “Transfer”) all or any part of its interest in this Agreement or the Property, without, in each case, Owner’ prior written consent, which shall not be withheld unreasonably.  Owner shall have 30 days from date of notice that such Transfer is planned to object.  If no objection has been received within 30 days, Lessee is free to proceed with the Transfer.  Any Transfer which is prohibited under this Section shall be deemed void and shall constitute a material default under the terms of this Agreement.

20.3         Owner’sAssignment.   Owner shall have the right to transfer, assign, convey, encumber, sublease, grant any concession, or license or otherwise transfer all or any part of its interest in this Agreement or the Property.  No change in Ownership in the Property shall affect Lessee's obligations under this Agreement unless and until Owner delivers and Lessee receives copies of the documents which demonstrate the change in Ownership of Owner's interest.  Until Lessee receives Owner's notice and the documents required to be delivered under this Section, Lessee shall continue to make all payments under this Agreement as if the transfer of Owner's interest had not occurred.  No division of Owner's interest as to all or any part of the Property shall enlarge Lessee's obligations or diminish Lessee's rights under this Agreement.

21.          MemorandumAgreement. Concurrent with execution of this Agreement, the parties shall execute and deliver a Memorandum of Agreement (the “Memorandum”) set forth in Exhibit D attached hereto. The execution of the Memorandum shall not limit, increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the parties.

22.          Notices.  Any notices required or authorized to be given by this Agreement shall be in writing and shall be sent either by commercial courier, facsimile, e-mail, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address stated below or such address as the party shall have designated to the other parties in accordance with this Section.  Such notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s local time shall be deemed delivered the next day.

If to Owner:	Mountain Gold Exploration, Inc.	Lane Griffin and Associates
	PO Box 21146	321 Spokane Street
	Reno, NV  89515	Richland, Washington 99354
	Fax: 775-849-1985	206-790-3346
	E-mail: mtngold@charter.net	E-mail:  kwajalane@yahoo.com
Delivery of all Data to:	Mountain Gold Exploration, Inc.
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	509-928-7604
	E-mail: mafralich@gmail.com

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23.          BindingEffectofObligations.  This Agreement shall be binding upon and inure to the benefit of the respective parties and their successors or assigns.

24.          EntireAgreement.  The parties agree that the entire agreement between them is written in this Agreement. There are no terms or conditions, express or implied, other than expressly stated in this Agreement.  This Agreement may be amended or modified only by a written instrument signed by the parties with the same formality as this Agreement.

25.          Choice and Governing Law and Venue Selection.  This Agreement shall be construed, enforced and governed in accordance with the laws of the State of Nevada.  Venue and any action or proceeding concerning the construction, or interpretation of the terms of this Agreement or any claim or dispute between the parties shall be commenced, heard and lie with the Second Judicial District Court of the State of Nevada, in and for the County of Washoe, Reno, Nevada.

26.          Multiple  Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement.

27.          Severability.  If any part, term or provision of this Agreement is held by a court of competent  jurisdiction  to  be  illegal  or  in  conflict  with  any  Governmental  Regulations,  the validity  of  the  remaining  portions  or  provisions  shall  not  be  affected,  and  the  rights  and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

28.          TimeofEssence.  Time is of the essence in the performance of the parties’ obligations under this Agreement.

LESSEE:
Idaho North Resources Corporation.
MARK FRALICH	Date:	7/27/2012
By:  Mark Fralich, President
OWNER:
Mountain Gold Exploration, Inc.
THOMAS E. CALLICRATE	Date:	7/27/2012
By:  Thomas Callicrate, President
Lane Griffin and Associates
LANE GRIFFIN	Date:	7-27-2012
By:  Lane Griffin, Individual

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EXHIBIT A

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

DESCRIPTION OF PROPERTY THAT INCLUDES THE MINING CLAIMS AND THE AREA OF INTEREST

A.   Property: The following 58 unpatented lode mining claims and Area of Interest are located in the Eagleville Mining District, Township 13 and 14 North, Range 33 East, Mineral County, Nevada.

A-1.         Unpatented Lode Mining Claim Names

Name of Claim	BLM Serial No.
Molly	683538
Mitchel	683539
Sleeper	840466
Dragon Stone	840467
Eagle Gold 1	813143
Eagle Gold 2	813144
Eagle 12	800373
Eagle 14	800374
Eagle 33	800375
Eagle 35	800376
Eagle 8 to Eagle 11	846896 to 846899
Eagle 13	846900
Eagle 15 to Eagle 18	846901 to 846904
Eagle 27 to Eagle 32	846913 to 846918
Eagle 37	846919
Eagle 39 to Eagle 42	846920 to 846923
Eagle 44	846925
Eagle 46	846927
Eagle 51	846932
Eagle 52 to Eagle 70	846951 to 846969
Eagle 91 to Eagle 94	846946 to 846949
Eagle 102	846950
Eagle 103	846971

A-2          Area of Interest: (the “AOI”) means the geographic area and legal description external to the boundary of the Claims and is effective and made a part of the Property as of the Effective Date.  The AOI is defined as: T14N, R33E sections 32, 33, 34 and 35 and T13N, R33E sections 2, 3, 4, 5, 8, 9, 10 and 11 and made a part of this Agreement.

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EXHIBIT B

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

DESCRIPTION OF ROYALTY – NET SMELTER RETURNS

Lessee:   Idaho North Resources Corporation

Owner:   Mountain Gold Exploration, Inc.

Lane A. Griffin and Associates

1.              Definitions.   The terms defined in the instrument to which this Exhibit is attached and made a part of shall have the same meanings in this Exhibit. The following definitions shall apply to this Exhibit.

1.1            “Gold Production” means the quantity of refined gold outturned to Lessee’s account by an independent third party refinery for gold produced from the Property during a calendar month on either a provisional or final settlement basis.

1.2             “Gross Value” shall be determined on a calendar month basis and have the following meanings with respect to the following Minerals:

1.2.1       Gold

a)            If Lessee sells unprocessed gold ores or gold concentrates or gold dore produced from Minerals, then Gross Value shall be the value of the gold contained in the gold concentrates, dore and ore determined by utilizing (1) the mine weights and assays for such gold concentrates, dore, and ore; (2) a reasonable recovery rate for the refined gold recoverable from such gold concentrates, dore and ore (which shall be adjusted annually to reflect the actual recovery rate of refined metal from such gold concentrates, dore and ore); and (3) the Monthly Average Gold Price for the month in which the gold concentrates, dore, and ore were sold.

b)           If Lessee produces refined gold (meeting the specifications of the London Bullion Market Association, and if the London Bullion Market Association no longer prescribes specifications, the specifications of such other association generally accepted and recognized in the mining industry)  from Minerals, and if Section 1.2.1 (a) above is not applicable, then for purposes of determining Gross Value, the refined gold shall be deemed to have been sold at the Monthly Average Gold Price for the month in which it was refined. The Gross Value shall be determined by multiplying Gold Production during the month by the Monthly Average Gold Price.

1.2.2       Silver

a)            If Lessee sells unprocessed gold ores or gold concentrates or gold dore produced from Minerals, then Gross Value shall be the value of the silver contained in the silver concentrates, dore, or ore determined by utilizing: (1) the mine weights and assays for such silver concentrates, dore or ore; (2) a reasonable recovery rate for the refined silver recoverable from such silver concentrates, dore and ore (which shall be adjusted annually to reflect the actual recovery rate of refined metal from such silver concentrates, dore and ore); and (3) the Monthly Average Silver Price for the month in which the silver concentrates, dore or ore were sold.

b)            If Lessee produces refined silver (meeting the specifications for refined silver subject to the New York Silver Price published by Handy & Harmon, and if Handy & Harmon no

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longer publishes such specifications, the specifications of such other association or entity generally accepted and recognized in the mining industry) from Minerals, and if Section 1.2.2 (a) above is not applicable, the refined silver shall be deemed to have been sold at the Monthly Average Silver Price for the month in which it was refined. The Gross Value shall be determined my multiplying Silver Production during the month by the Monthly Average Silver Price.

1.2.3       All Other Minerals

a)   If Lessee sells any concentrates, fore or ore of Minerals other than gold or silver, then Gross Value shall be the value of such Minerals determined by utilizing: (1) the mine weights and assays for such Minerals: (2) a reasonable recovery rate for the Minerals (which shall be adjusted annually to reflect the actual recovery rate of recovered or refined metal or product from such Minerals); and (3) the monthly average price for the Minerals or product of the Minerals for the month in which the concentrates, dore or ore was sold. The monthly average price shall be determined by reference to the market for such Minerals or product which is recognized in the mining industry as authoritative and reflective of the market for such Minerals or product.

b)   If Lessee produces refined or processed metals from Minerals other than refined gold or refined silver, and if Section 1.2.3 (a)  above is not applicable, then Gross Value shall be equal to the amount of the proceeds received by Leases during the month from the sale of such refined or processed metals. Lessee shall have the right to sell such refined or processed metals to an affiliated party, provided that such sales shall be considered, solely for purposes of determining Gross Value, to have been sold at process and on terms no less favorable than those that would be obtained from an unaffiliated third party in similar quantities and under similar circumstances.

1.3            “Minerals” means gold, silver, platinum, antimony, mercury, copper, lead, zinc, and all other mineral elements, and mineral compounds and geothermal resources, except the mineral of Barite, which are contemplated to exist on the Property or which are after the Effective Date discovered on the Property and which can be extracted, mined, or processed by any method presently known or developed or invented after the Effective Date.

1.4            “In Cash” means Net Smelter Return Royalty paid in full and delivered in US dollars to Owner.

1.5            “In-Kind” means Net Smelter Return Royalty paid in full and delivered in physical, refined bullion to          Owner.

1.6            “Monthly Average Gold Price” means the average London Bullion Market Association Afternoon Gold Fix, calculated by dividing the sum of all such process reported for the month by the number of days for which such process were reported during that month. If the London Bullion Market Association Afternoon Gold Fix ceases to be published, all such references shall be replaced with references to prices of gold for immediate sale in another established market selected by Lessee, as such prices are published in Metals Week magazine and if Metals Week magazine no longer publishes such prices, the prices of such other association or entity generally accepted and recognized in the mining industry.

1.7            “Monthly Average Silver Price” means the average New York Silver Price as published daily by Handy & Harmon, calculated by dividing the sum of all such prices reported for the month by the number of days in such month for which such prices were reported. If the Handy & Harmon quotations cease to be published, all such references shall be replaced with references to prices of silver for immediate sale in another established market selected by Lessee as published in Metals Week magazine, and if Metals Week magazine no longer publishes such prices, the prices of such other association or entity generally accepted and recognized in the mining industry.

1.8            “Net Smelter Returns” means the Gross Value of all Precious Metals and Other Minerals, less costs,

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charges and expenses paid or incurred by Lessee with respect to the refining and smelting of such Minerals, without limitation:

1.8.1         Charges for smelting and refining (including sampling, assaying and penalty charges); and

1.8.2         Actual costs of transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation) of product from the Property to the smelter refinery, but in no event shall charges or costs of transportation of Minerals from any mine on the Property to autoclave, concentrator, crusher, mill or plant which is not a smelter or refinery.

1.9            “Other Minerals” means all other metals and Minerals, including Barite and rock and stone materials except for Precious Metals.

1.10            “Precious Metals” means gold, silver and all platinum group metals.

1.11          “Silver Production” means the quantity of refined silver outturned to Lessee's account by an independent third-party refinery for silver produced from the Property during the calendar month on either a provisional or final settlement basis.

2.              Payment Procedures.Payment of Net Smelter Returns Royalty may be made in Cash or In-Kind at the election of the Owner as follows:

2.1           Accrual of Obligation.  Lessee's obligation to pay the Net Smelter Returns Royalty shall accrue upon the sale of unrefined metals, dore, concentrates, ores or other Minerals products or, if refined metals are produced, upon the outturn of refined metals meeting the requirements of the specified published price to Lessee's account.

2.2           Futures or Forward Sales.  Except as provided in Sections 1.2.1(a), 1.2.2(a) and 1.2.3 above (with respect to sales of unprocessed gold and silver and sales of Minerals other than gold and silver), Gross Value shall be determined irrespective of any actual arrangements for the sale or other disposition of Minerals by Lessee, specifically including but not limited to forward sales, futures trading or commodities options trading, and any other price hedging, price protection, and speculative arrangements that may involve the possible delivery of gold, silver or other metals produced from Minerals.

2.3 Sampling and Commingling. All Minerals for which a Net Smelter Returns Royalty is payable shall be measured, sampled and analyzed in accordance with the commingling plan approved in accordance with the Agreement to which this Exhibit is attached.

2.4 Monthly Calculations and Payments. Net Smelter Returns Royalties shall be determined on a calendar month basis.  Net Smelter Returns Royalties shall be paid on or before the last business day of the calendar month immediately following the last day of the calendar month in which same accrued, but in any event Owner shall be paid no less frequently than when Lessee is paid. Precious Metals and Other Minerals will be deemed to have been sold or otherwise disposed of at the time refined production from the Property is delivered, made available, or credited to Lessee by a mint or refiner.  The price used for calculating the Net Smelter Royalty on Precious Metals and Other Minerals shall be determined in accordance with Standard Practices and in accordance with this Agreement and Exhibit B.

2.4.1       Payment of Royalty in Cash.    Unless the Owner elects to receive Net Smelter Return Royalties In Kind, it shall be deemed to have elected to receive all Net Smelter Returns Royalties In Cash and all Net Smelter Returns Royalty payments shall be made by check payable to Owner and delivered to the address listed in this Agreement, or to such other address as Owner may direct in writing or by direct bank deposit to Owner account as Owner shall designate in writing.

2.4.2       Payment of Royalty In-Kind.  Owner may elect to receive its Net Smelter Returns Royalties, either in whole or in part, In-Kind.  The elections may be exercised once per year on a calendar

19

year basis during the life of production from the Property.  Notice of election to receive the following year's Net Smelter Returns Royalty for In Kind payment shall be made in writing by Owner and delivered to Lessee on or before December 41 of each year.  As of the Effective Date of this Agreement, Owner elects to receive its Net Smelter Returns Royalty on gold In Kind.  Net Smelter Returns Royalties on Precious Metals other than gold and all Other Minerals shall be payable In Cash.

If Owner elects to receive its Net Smelter Returns Royalty In Kind, Owner shall open a bullion storage account at each refinery or mint designated by Lessee as a possible recipient of refined bullion in which Owner owns an interest.  Owner shall be solely responsible for all costs and liabilities associated with maintenance of such account or accounts, and Lessee shall not be required to bear any additional expense with respect to such In-Kind payments.

2.5 Net Smelter Returns Royalties In-Kind Payment.      Net Smelter Returns Royalties will be paid by the deposit of refined bullion into Owner’s account.  On or before the 25th day of each calendar month following a calendar month during which production and sale or other disposition occurred, Lessee shall deliver written instructions to the mint or refinery, with a copy to Owner, directing the mint or refinery to deliver refined bullion due to Owner in respect of the Net Smelter Returns Royalty, by crediting to Owner's account the number of ounces of refined bullion for which Net Smelter Returns Royalty is due; provided, however, that the words “other disposition” as used in this Agreement shall not include processing, milling, beneficiation.  The number of ounces of refined bullion to be credited will be based upon Owner’s share of the previous month's production and sale or other disposition as calculated pursuant to the commingling provisions.

(a)          Net Smelter Returns Royalties payable In Kind on silver or platinum group metals shall be converted to the gold equivalent of such silver or platinum group metals by using the average monthly spot prices for silver and platinum group metals.

(b)         Title to refined bullion delivered to Owner under this Agreement shall pass to Owner at the time such bullion is credited to Owner at the mint or refinery. Owner agrees to hold harmless Lessee from any liability imposed as a result of the election of Owner to receive Net Smelter Returns Royalties In Kind and from any losses incurred as a result of Owner trading and hedging activities.  Owner assumes all responsibility for any shortages which occur as a result of Owner anticipation of credits to its account in advance of an actual deposit or credit to its account by a refiner or mint.

(c)         When Net Smelter Returns Royalties are paid In Kind, they will not reflect the costs deductible in calculating Net Smelter Returns under this Agreement.  Within thirty (30) days of the receipt of a statement showing charges incurred by Lessee for transportation, smelting or other deductible costs, Owner shall remit to Lessee full payment for such charges.  If Owner does not pay such charges when due, Lessee shall have the right, at its election, provided Owner does not dispute such charges, to deduct the gold equivalent of such charges from the ounces of gold bullion to be credited to Owner in the following month.

2.6 Statements.  At the time of payment of the Net Smelter Returns Royalty, Lessee shall provide with such payment a statement showing in reasonable detail the quantities and grades of refined gold, silver or other metals or dore, concentrates or ores produced and sold or deemed sold by Lessee in the preceding calendar month; the Monthly Average Gold Price and Monthly Average Silver Price, as applicable; costs and other deductions, and other pertinent information in reasonable detail to explain the calculation of the Net Smelter Returns Royalty payment with respect to such calendar month.

2.7 Inventories and Stockpiles.  Lessee shall include in all monthly statements a description of the quantity and quality of any gold or silver dore that has been retained as inventory for more than ninety (90) days.  Owner shall have thirty (30) calendar days after receipt of the statement to either:  (a) elect that the dore be deemed sold, with Gross Value to be determined as provided in Sections 1.2.1(b) with respect to gold, and 1.2.2(b) with respect to silver, as of such thirtieth (30th) day utilizing the mine weights and assays for such dore and utilizing a reasonable recovery rate for refined metal and reasonable deemed

20

charges for all deductions specified in Section 1.8 above, or (b) elect to wait until such time as Royalties otherwise would become payable pursuant to sections 1.2.1(b) and 1.2.2(b). The failure of Owner to respond within such time shall be deemed to be an election to use the methods described in Sections 1.2.1(b) and 1.2.2(b).  No Net Smelter Returns Royalty shall be due with respect to stockpiles of ores or concentrates unless and until such ores or concentrates are actually sold.

2.8           Final Settlement.  All Net Smelter Returns Royalty payments shall be considered final and in full satisfaction of Lessee's obligations with respect thereto, unless Owner gives Lessee written notice describing a specific objection to the calculation thereof within one year after receipt by Owner of the monthly statement provided for in Section 2.5.  If Owner objects to a particular monthly statement it shall have the right, for a period of thirty (30) days after Lessee's receipt of such objection, upon reasonable notice and at a reasonable time, to have Lessee's accounts and records relating to the calculation of the Net Smelter Returns Royalty payment with respect to the calendar month in question audited by an independent certified public accountant.  If such audit determines that there has been a deficiency or an excess in the payment made to Owner, such deficiency or excess shall be resolved by adjusting the next monthly Net Smelter Returns Royalty payment due Owner. Owner shall pay all costs of such audit unless a deficiency of five percent (5%) or more of the Net Smelter Returns Royalty due for the calendar month in question is determined to exist.  Lessee shall pay the costs of such audit if a deficiency of five percent (5%) or more of the amount due for the calendar month in question is determined to exist.  All books and records used by Lessee to calculate the Net Smelter Returns Royalties due hereunder shall be kept in accordance with generally accepted accounting principles.

2.9 Transfer or Encumbrance of Net Smelter Royalty. Subject to Section 22 of the Agreement to which this Exhibit B is attached, Owner may transfer or encumber all or any part of its right, title and interest in and to the Net Smelter Returns Royalty.

3.0           Royalty for Other Minerals

3.0.1       In the case of  Other Minerals, excluding Barite, the beneficiated products thereof ("Other Minerals"), the Royalty for Other Minerals shall be determined by multiplying (a) the gross amount of the particular Other Mineral contained in the Monthly Production delivered to the Lessee during the preceding calendar month by (b) the average of the New York Commodities Exchange final daily spot prices reported for the preceding calendar month of the appropriate Other Mineral, and subtracting from the product of Subsections 1(a) and 1(b) only the following if actually incurred: (i) charges imposed by the Lessee for smelting, refining or processing Other Minerals contained in such production, but excluding any and all charges and costs related to Lessee's mills or other processing plants constructed for the purpose of milling or processing Other Minerals, in whole or in part; (ii) penalty substance, assaying, and sampling charges imposed by the Lessee for smelting, refining, or processing Other Minerals contained in such production, but excluding any and all charges and costs of or related to Lessee's mills or other processing plants constructed for the purpose of milling or processing Other Minerals, in whole or in part; and (iii) charges and costs, if any, for transportation and insurance of Other Minerals and the beneficiated products thereof from Lessee's final mill or other final processing plant to places where such Other Minerals are smelted, refined and/or sold or otherwise disposed of.  If for any reason the New York Commodities Exchange does not report spot pricing for a particular Other Mineral, then the Parties shall mutually agree upon an appropriate pricing entity or mechanism that accurately reflects the market value of any such Other Mineral.

3.0.2.       In the event smelting, refining, or processing of Other Minerals are carried out in custom toll facilities owned or controlled, in whole or in part, by Lessee, which facilities were not constructed solely for the purpose of milling or processing Other Minerals from the Property, then charges, costs and penalties for such smelting, refining or processing shall mean the amount Lessee would have incurred if such smelting, refining or processing were carried out at facilities not owned or controlled by Lessee then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by Lessee with respect to such smelting and refining. In the event Lessee receives insurance proceeds for loss of production of Other Minerals, Lessee shall pay to Owner the Royalty percentage of any such insurance proceeds which are received by Lessee for such loss of production.

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3.1 Audit.  Upon reasonable notice and at a reasonable time, the Owner shall have the right to audit and examine the Lessee’s accounts and records relating to the calculation of the Net Smelter Returns royalty payments. If such audit determines that there has been a deficiency or an excess in the payment made to Owner, such deficiency or excess shall be resolved by adjusting the next monthly royalty payment due Owner. Owner shall pay all costs of such audit unless a deficiency of three percent (3%) or more of the royalty payment due for the calendar month in question is determined to exist. All books and records used by Lessee to calculate the royalty payments shall be kept in accordance with generally accepted accounting principles applicable to the mining industry.

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EXHIBIT C

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

QUITCLAIM DEED WITH RESERVATION OF ROYALTY

This Quitclaim Deed with Reservation of Royalty (the “Deed”) is made by andamong Mountain Gold Exploration, Inc., a Nevada Corporation and Lane Griffin and Associates, Individuals, collectively (the “Owner”) and Idaho North Resources, Corporation, an Idaho Corporation (the “Lessee”)

RECITALS

A.      Owner and Lessee are parties to the Mining Lease and Option to Purchase Agreement effective as of July ____, 2012 (the “Agreement”), concerning the Eagleville Property and other unpatented mining claims situated in Mineral County, Nevada, more particularly described in Exhibit A attached hereto and by this reference incorporated in this Deed (collectively the “Royalty Property”), in accordance with which Owner agreed to sell to Lessee all of Owner’s right, title, and interest in and to the Royalty Property, subject to Owner’s reservation to Owner of the production royalty (the “Royalty”) described in this Deed.

B.      Owner and Lessee have closed the purchase and sale of the Royalty Property in accordance with the Agreement.

In consideration of the parties’ rights and obligations under the Agreement, the parties agree as follows:

1.              Quitclaim.   Owner quitclaims to Lessee, and its assigns and successors forever, all of Owner’s right, title and interest in the Royalty Property, except and subject to Owner’s reserved Royalty and the parties’ rights and obligations under this Deed.

2.              Royalty   Owner grants, reserves and retains to itself, and Owner’s assigns and successors forever, and Lessee agrees and covenants to pay to Owner, and Owner’s assigns and successors, a production royalty equal to two percent (3%) of the Net Smelter Returns (“NSR”), as calculated and determined in accordance with Exhibit B attached to and by this reference incorporated in this Deed. Lessee shall have the option to purchase a portion of the 3% Royalty from the “Property” representing one percent (1%) of the NSR for one million dollars ($1,000,000 million), in accordance with the terms of the Deed.  Lessee shall have the option to purchase an additional one percent (1%) of the remaining two percent (2%) NSR for three million dollars ($3,000,000 million), in accordance with the terms of the Deed. Lessee may exercise the option to purchase the Royalty at any time within six (6) months after Lessee completes a positive, bankable, feasibility study and commits the development of the Property as a mine.

2.1      Burden on Royalty Property.   The Royalty shall burden and run with the Royalty Property, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining claims which comprise all or part of the Royalty Property. On amendment, conversion to a lease or other form of tenure, relocation or patenting or any of the unpatented mining claims which comprise all or part of the Royalty Property, Lessee agrees and covenants to execute, deliver and record in the office of the recorder in which all or any part of the Royalty Property is situated an instrument by which Lessee grants to Owner the Royalty and subjects the amended, converted or relocated unpatented mining claims and the patented claims, as applicable, to all of the burdens, conditions, obligations and terms of this Deed.

2.2      Payment of the Royalty. Lessee shall calculate and pay the Royalty monthly in accordance with the provisions of Exhibit B. If Lessee does not timely pay the Royalty, Owner may give written notice to Lessee that Lessee is in default of its obligations under this Deed, and unless within five (5) business days of receipt by Lessee of such notice, Owner receives the delinquent Royalty payment, then Lessee shall pay interest on the delinquent payment at the statutory rate determined in accordance with the

23

law of Nevada which shall accrue from the date the delinquent Royalty payment was due to the date of payment of the Royalty and accrued interest.

2.3      Production Records.   Lessee shall keep true and accurate accounts, books and records of all of its activities, operations and production of Minerals on the Royalty Property.

2.4      Advanced Royalty Payments. On the dates described below, Lessee shall pay to the Owner the sums (“Advanced Royalty Payments”) described below:

On Execution of this Agreement (“Effective Date”)	$6,000.00	300,000 shares
First anniversary of the Effective Date	$15,000.00	150,000 shares
Second anniversary of the Effective Date	$20,000.00	150,000 shares
Third anniversary of the Effective Date	$30,000.00
Fourth anniversary of the Effective Date	$40,000.00
Fifth to Tenth anniversary of the Effective Date	$50,000.00
Tenth anniversary of the Effective Date and thereafter	$100,000.00

The Advanced Royalty Payments paid by Lessee to Owner under the Agreement or this Deed shall constitute advance royalty payment obligations. Lessee’s Advanced Royalty Payment obligation shall terminate on Lessee’s abandonment of the Royalty Property or the cessation of the mining of or exploration for Minerals from the Property and the Area of Interest and Lessee’s delivery of formal notice to regulatory agencies having jurisdiction of Lessee’s operations on the Property and in the Area of Interest that Lessee has ceased operations and commenced reclamation of the mine on the Property or in the Area of Interest.

3.   Commingling   Lessee shall have the right to commingle Minerals from the Royalty Property with Minerals mined from other properties. Not less than sixty (60) days before commencement of commingling, Lessee shall notify Owner and shall deliver to Owner Lessee’s proposed commingling plan for Owner’s review. Before Lessee commingles any Minerals produced from the Royalty Property with Minerals from other properties, the Minerals produced from the Royalty Property and other properties shall be measured and sampled in accordance with sound mining and metallurgical practices for metal, commercial Minerals and other appropriate content. Lesser shall keep detailed accounts and records which show measures, assays of metal, commercial Minerals, and other appropriate content and penalty substances, and gross metal content of the Minerals. From this information, Lessee shall determine the amount of the Royalty due and payable to Owner for Minerals produced from the Royalty Property commingled with Minerals from other properties.

4.             Reports and Release of Data.  Within thirty (30) days of the end of each Lease Year, Lessee shall, at

Lessee’s sole costs, deliver to Owner a copy of all Data and a summary report of all exploration, development and mining activities and operations conducted by Lessee on or relating to the Property during the preceding calendar year, including itemized information concerning Work Commitment Expenditures incurred during the Lease Year.  Such report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining ore reserves on the Royalty Property for the succeeding year. Lessee shall provide Owner reasonable access to all data and information generated regarding the Royalty Property. Within sixty (60) days of the completion of all third party services which results in the production of Data (including but not limited to geochemical laboratories, geophysical surveys, remote sensing surveys), Lessee shall obtain from such service provider an assignment of all intellectual property rights in the Data to the Owner and provide a copy of the same to the Owner.  Lessee shall as well as forward release letters from third parties of specific surveys and data generated to Owner such that Owner owns the data and has full access and right to the Data. If Lessee fails to compile with the terms of this section within 30 days request, this Agreement shall be null and void.

5. Inspections   Owner, or its authorized agents or representatives, may enter upon all surface and subsurface portions of the Royalty Property for the purpose of inspecting the Royalty Property and all improvements and operations on the Royalty Property, as well as inspecting and copying all accounts and records,

24

including without limitation such accounts and records which are maintained electronically, pertaining to all activities and operations on or relating to the Royalty Property, the improvements or operations.

6. Compliance with Laws, Reclamation, Environmental Obligations and Indemnities

6.1      Compliance with Laws.  Lessee shall at all times comply with all applicable federal, state and local laws, regulations and ordinances relating to Lessee’s activities and operations on or relating to the Royalty Property.

6.2      Reclamation, Environmental Obligations and Indemnities. Lessee shall perform all reclamation required under Federal, state, and local laws, regulations and ordinances relating to Lessee’s activities or operations on or relating to the Royalty Property and only those past activities for which Lessee has specifically agreed to accept liability and responsibility for Lessee shall defend, indemnify and hold harmless Owner from and against any and all actions, claims, costs, damages, expenses (including attorney’s fees and legal costs), liabilities and responsibilities arising from or relating to Lessee’s activities or operations on or relating to the Royalty Property, including those under laws, regulations and ordinances intended to protect or preserve the environment or to reclaim the Royalty Property. Lessee’s obligations under this Section shall survive the abandonment, surrender or transfer of the Royalty Property.

7. Tailings and Residues.   All tailings, residues, waste rock, spoiled leach materials and other materials (collectively “Materials”) resulting from Lessee’s operations and activities on the Royalty Property shall be Lessee’s sole property, but shall remain subject to the Royalty if they are processed or reprocessed and Lessee receives revenues from such processing or reprocessing. If materials are processed or reprocessed, the Royalty payable shall be determined by using the best engineering, metallurgical, and technical practices and standards then available.

8. Title Maintenance.

  8.1      Title Maintenance and Taxes. Lessee shall maintain title to the Royalty Property, including without limitation, paying when due all taxes on or with respect to the Royalty Property and doing all things and making all payment necessary or appropriate to maintain the right, title and interest of Lessee and Owner, respectively, in the Royalty Property and under this Deed.

8.2 Assessment Work and Mining Claim Maintenance Fees.   Lessee shall perform all required assessment work on, pay all claim maintenance fees and make such filings and recordings as are necessary to maintain title to the Royalty Property in accordance with applicable federal and state laws and regulations. Lessee shall perform the annual assessment work, pay the mining claim maintenance fees and file and record proof of performance and payment and notice of intent to hold the mining claims which constitute the Property.

8.3 Abandonment.   If Lessee intends to abandon or surrender any of the Royalty Property (the “Abandonment Property”), Lessee shall first give written notice of such intention to Owner first right of refusal” with at least sixty (60) days in advance of the proposed date of abandonment or surrender. At any time before the date of Lessee’s proposed abandonment or surrender of the Royalty Property Owner may deliver written notice to Lessee that Owner desires Lessee to convey the Abandonment Property to Owner. In such case, Lessee shall convey the Abandonment Property to Owner free and clear of any claims, encumbrances or liens created by, through or under Lessee. If Owner does not timely request reconveyance of the Abandonment Property, Owner’s right to do so shall be irrevocably terminated.

9.             General Provisions.

9.1      Conflict. If a conflict arises between the provisions of this Deed and the provisions of the Agreement, the provisions of the Agreement will prevail.

25

9.2      Entire agreement. This Deed and Agreement constitute the entire agreement between the parties.

9.3      Additional documents.   The parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

9.4      Binding Effect.   All of the covenants, conditions, and terms of this Deed shall bind and inure to the benefit of the parties and their successors and assigns.

9.5      No Partnership.   Nothing in this Deed shall be construed to create expressly or by implication, a joint venture, mining partnership or other partnership relationship between the parties.

9.6      Governing Law.   This Deed is to be governed by and construed under the laws of the State of Nevada, County of Washoe County.

9.7      Time of Essence.   Time is of the essence in this Deed.

9.8      Notices. Any notices required or authorized to be given by this Deed shall be in writing and shall be sent either by commercial courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address stated below or such address as the party shall have designated to the other parties in accordance with this Section. Such notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s local time shall be deemed delivered the next day.

If to Owner:	Mountain Gold Exploration, Inc.	Lane Griffin and Associates
	PO Box 21146	321 Spokane Street
	Reno, NV  89515	Richland, Washington 99354
	Fax: 775-849-1985	206-790-3346
	E-mail: mtngold@charter.net	E-mail:  kwajalane@yahoo.com
Delivery of all Data to:	Mountain Gold Exploration, Inc.
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	509-928-7604
	E-mail: mafralich@gmail.com

This Deed is effective ______________ ___, 20_____, regardless of the date on which the parties execute this Deed.

Mountain Gold Exploration, Inc.	Idaho North Resources Corporation.
By_______________________________	By_______________________________
Thomas Callicrate	Mark Fralich
Lane Griffin and Associates
By ______________________________
Lane Griffin

26

When recorded return to:

Mountain Gold Exploration, Inc.

Attn: Thomas E. Callicrate

PO Box 21146

Reno, Nevada 89515

This notice contains no social security

or other personal information

EXHIBIT D

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

MEMORANDUM OF EXPLORATION AND MINING LEASE AND OPTION TO PURCHASE AGREEMENT

Notice is given that Mountain Gold Exploration, Inc., a Nevada Corporation and Lane Griffin and Associates, individuals, collectively (the “Owner”) and Idaho North Resources Corporation., an Idaho Corporation (the “Lessee”), have entered into the Exploration and Mining Lease and Option to Purchase Agreement (the “Agreement”) dated July____, 2012 (the “Effective Date”) concerning the unpatented mining claims situated in Mineral County, Nevada, and any additional unpatented mining claims located within the Area of Interest by Owner or Lessee, and which are more particularly described in Schedule 1 attached to and by this reference incorporated in this Agreement (the “Property”).

Owner has leased the Property to Lessee and has granted to Lessee the option to purchase and acquire title to the Property.  Lessee may assign its rights under the Agreement provided that Owner has first consented to the assignment which shall not be withheld unreasonably.

For purposes of the Agreement and this Memorandum, the addresses of the parties are:

If to Owner:	Mountain Gold Exploration, Inc.	Lane Griffin and Associates
	PO Box 21146	321 Spokane Street
	Reno, NV  89515	Richland, Washington 99354
	Fax: 775-849-1985	206-790-3346
	E-mail: mtngold@charter.net	E-mail:  kwajalane@yahoo.com
Delivery of all Data to:	Mountain Gold Exploration, Inc.
	760 Brenda Way
	Washoe Valley, Nevada 89704
If to Lessee:	Idaho North Resources Corp.
	2555 West Palais Drive
	Coeur d’ Alene, Idaho 83815
	509-928-7604
	E-mail: mafralich@gmail.com

LESSEE:

Idaho North Resources Corp.

_________________________________________

By: Mark Fralich, President

27

OWNER:

Mountain Gold Exploration, Inc.

_________________________________________

By:  Thomas Callicrate, President

Lane Griffin and Associates

_________________________________________

By:  Lane Griffin

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Thomas E. Callicrate.

___________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF BENTON )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Lane Griffin

___________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF SPOKANE )

This Memorandum of Exploration and Mining Lease and Option to Purchase Agreement was executed before me on ___________________________, 2012, by Mark Fralich.

___________________________________

Notary Public

28

SCHEDULE 1

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________

DESCRIPTION OF PROPERTY THAT INCLUDES THE MINING CLAIMS AND THE AREA OF INTEREST

A.        Property: The following 58 unpatented lode mining claims and Area of Interest are located in the Eagleville Mining District, Township 13 and 14 North, Range 33 East, Mineral County, Nevada.

A-1.         Unpatented Lode Mining Claim Names

Name of Claim	BLM Serial No.
Molly	683538
Mitchel	683539
Sleeper	840466
Dragon Stone	840467
Eagle Gold 1	813143
Eagle Gold 2	813144
Eagle 12	800373
Eagle 14	800374
Eagle 33	800375
Eagle 35	800376
Eagle 8 to Eagle 11	846896 to 846899
Eagle 13	846900
Eagle 15 to Eagle 18	846901 to 846904
Eagle 27 to Eagle 32	846913 to 846918
Eagle 37	846919
Eagle 39 to Eagle 42	846920 to 846923
Eagle 44	846925
Eagle 46	846927
Eagle 51	846932
Eagle 52 to Eagle 70	846951 to 846969
Eagle 91 to Eagle 94	846946 to 846949
Eagle 102	846950
Eagle 103	846971

A-2          Area of Interest: (the “AOI”) means the geographic area and legal description external to the boundary of the Claims and is effective and made a part of the Property as of the Effective Date.  The AOI is defined as: T14N, R33E sections 32, 33, 34 and 35 and T13N, R33E sections 2, 3, 4, 5, 8, 9, 10 and 11 and made a part of this Agreement.

29

When recorded return to:

Mountain Gold Exploration, Inc.

Attn: Thomas E. Callicrate

PO Box 21146

Reno, Nevada 89515

This notice contains no social security

or other personal information

EXHIBIT E

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

NOTICE OF NON-RESPONSIBILITY

Pursuant to NRS 108.234, Mountain Gold Exploration, Inc., a Nevada Corporation and Lane Griffin and Associates, Individuals collectively (the “Owner”) of certain unpatented mining claims described in Exhibit A, as well as any future unpatented lode mining claims located and recorded by Owner or Idaho North Resources Corporation, (the “Lessee”) within the Area of Interest as described in Exhibit A attached hereto and made part hereof the Divide Property (the” Property”) located in Esmeralda County, Nevada.

The Owner hereby gives notice that this Notice of Non-Responsibility (the “Notice”) is made on behalf of the Owner and Owner is not responsible for materials furnished to or labor performed on the Property by Lessee and Owner hereby gives public notice of the following:

1.              The Owner of the Property is Mountain Gold Exploration, Inc. and Lane Griffin and Associates (the “Owner”).

2.              The Owner has leased certain rights in the Property to Idaho North Resources Corporation (the “Lessee”).  Notice of that Lease and Option Agreement has been made public by a separate Memorandum.

3.      Lessee agrees to accept full responsibility for all its exploration and related work or services conducted on, around or otherwise in connection with the Property, including, but not limited to excavation, roads, materials furnished, construction and removal of facilities and all labor performed in connection therewith.

  4.              Lessee agrees to keep in force a $1,000,000 General Liability Insurance Policy during the Term of the Lease and Option Agreement.

  5.              The Owner will not be responsible for any and all work or services conducted of any kind or character by Lessee, its directors, employees, contractors, assigns or other successors in interest on or around the Property.

6.              For purpose of this Notice and the addresses of the Owner and the Lessee are:

If to Owner:	Mountain Gold Exploration, Inc.	Lane Griffin and Associates
	PO Box 21146	321 Spokane Street
	Reno, NV  89515	Richland, Washington 99354
	Fax: (775-849-1985)	(206-790-3346)
If to Lessee:	Idaho North Resources Corp.

30

2555 West Palais Drive

Coeur d’ Alene, Idaho 83815

509-928-7604

LESSEE:

Idaho North Resources Corp.

MARK FRALICH

By: Mark Fralich, President

OWNER:

Mountain Gold Exploration, Inc.

_________________________________________

By:  Thomas Callicrate, President

Lane Griffin and Associates

_________________________________________

By:  Lane Griffin

STATE OF NEVADA, )

ss.

COUNTY OF WASHOE )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Thomas E. Callicrate.

___________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF BENTON )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Lane Griffin

___________________________________

Notary Public

STATE OF WASHINGTON, )

ss.

COUNTY OF SPOKANE )

This Notice of Non-Responsibility was executed before me on ___________________________, 2012, by Mark Fralich.

___________________________________

Notary Public

31

When recorded return to:

Mountain Gold Explorations, Inc.

Attn: Thomas E. Callicrate

PO Box 21146

Reno, Nevada 89515

This notice contains no social security

or other personal information

EXHIBIT F

To

Eagleville Property

Exploration and Mining Lease and Option to Purchase Agreement

_________________________________________________________________________________________

NOTICE OF TERMINATION OF LEASE & PURCHASE OPTION

This Notice of Termination of Exploration and Mining Lease and Option to Purchase Agreement is made by Idaho North Resources, Corporation , an Idaho Corporation (“Releasing Party”) and Mountain Gold Exploration, Inc. and Lane Griffin and Associates (“Owner”).

On July ______ 2012, the Releasing Party and Owner entered into a Mining Lease and Option to Purchase Agreement (the “Agreement”).  A Memorandum of that Agreement was recorded in Mineral County, Nevada on _____________, ____ 2012 as Document # _____________.

Notice is hereby given that the Agreement has been terminated by the Releasing Party and Owner effective ____________ ______, 20______.

The Releasing Party hereby discharges and releases to Owner all of Releasing Party’s right, title and interest in the Agreement..

Executed this  _______ day of _________________, 20_____.

Idaho North Resources Corporation

MARK FRALICH

Mark Fralich

President

32

EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT

We consent to the use {incorporation by reference} in this Registration Statement of Idaho North Resources Corp. on Form S-1 of our report dated October 29, 2012.  We also consent to the reference to us under the heading “Experts” in this registration statement.

MALONEBAILEY, LLP

MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

November 26, 2012

EX-23.2

Exhibit 23.2

THE LAW OFFICE OF

CONRAD C. LYSIAK, P.S.

601 West First Avenue, Suite 903

Spokane, Washington 99201

(509) 624-1475

FAX: (509) 747-1770

EMAIL: cclysiak@lysiaklaw.com

CONSENT

I HEREBY CONSENT to the inclusion of my name in connection with the Form S-1 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Idaho North Resources Corp.

DATED this 26th day of November, 2012.

Yours truly,
The Law Office of Conrad C. Lysiak, P.S.
BY:	CONRAD C. LYSIAK
	Conrad C. Lysiak

EX-99.1

Exhibit 99.1

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

IDAHO NORTH RESOURCES CORP.

REDEEMABLE WARRANT

Redeemable Warrant No. 00___ Dated:  March 1, 2012

IDAHO NORTH RESOURCES CORP., a Idaho corporation (the “Company”), hereby certifies that, for value received, ________________________ (the “Holder”), is entitled to purchase from the Company up to a total of _______________ shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Redeemable Warrant Share” and all such shares, the “Redeemable Warrant Shares”) at an exercise price equal to $0.25 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the 36 month anniversary of the date hereof (the “Expiration Date”), and subject to the following terms and conditions.  This Redeemable Warrant (this “Redeemable Warrant”) is one of a series of similar Redeemable Warrants issued pursuant to that certain private placement dated March ___, 2012 as of the date hereof, by and among the Company and the Investors identified therein (the “Private Placement”).  All such Redeemable Warrants are referred to herein, collectively, as the “Redeemable Warrants.”

1.          Definitions.  In addition to the terms defined elsewhere in this Redeemable Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Private Placement.

2.         Registration of Redeemable Warrant.  The Company shall register this Redeemable Warrant, upon records to be maintained by the Company for that purpose (the

LIBC/3181774.1

“Redeemable Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Redeemable Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.         Registration of Transfers.  The Company shall register the transfer of any portion of this Redeemable Warrant in the Redeemable Warrant Register, upon surrender of this Redeemable Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein.  Upon any such registration or transfer, a new Redeemable Warrant to purchase Common Stock, in substantially the form of this Redeemable Warrant (any such new Redeemable Warrant, a “New Redeemable Warrant”), evidencing the portion of this Redeemable Warrant so transferred shall be issued to the transferee and a New Redeemable Warrant evidencing the remaining portion of this Redeemable Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New Redeemable Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Redeemable Warrant.

4.         Exercise and Duration of Redeemable Warrants.

(a)        This Redeemable Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof to and including the Expiration Date.  At 5:00 P.M., Idaho City time on the Expiration Date, the portion of this Redeemable Warrant not exercised prior thereto shall be and become void and of no value. Notwithstanding anything to the contrary herein, the Expiration Date shall be extended for each day following the Effective Date (as defined in the Registration Rights Agreement) that the Registration Statement is not effective.

(b)        A Holder may exercise this Redeemable Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Redeemable Warrant Shares as to which this Redeemable Warrant is being exercised and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”   The Holder shall not be required to deliver the original Redeemable Warrant in order to effect an exercise hereunder. Upon the execution and delivery of the Exercise Notice, the Company shall issue a New Redeemable Warrant to the Holder evidencing the right to purchase the remaining number of Redeemable Warrant Shares.

5.         Delivery of Redeemable Warrant Shares.

(a)        Upon exercise of this Redeemable Warrant, the Company shall promptly (but in no event later than three Business Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Redeemable Warrant Shares issuable upon such exercise, free of restrictive legends unless a registration statement covering the resale of the Redeemable Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective and the Redeemable Warrant Shares are not freely transferable without volume

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restrictions pursuant to Rule 144 under the Securities Act.  The Holder, or any Person so designated by the Holder to receive Redeemable Warrant Shares, shall be deemed to have become holder of record of such Redeemable Warrant Shares as of the Exercise Date.  The Company shall, upon request of the Holder, use its best efforts to deliver Redeemable Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions.

(b)       This Redeemable Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Redeemable Warrant Shares.  Upon surrender of this Redeemable Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New Redeemable Warrant evidencing the right to purchase the remaining number of Redeemable Warrant Shares.

(c)       In addition to any other rights available to a Holder, if the Company fails to deliver to the Holder a certificate representing Redeemable Warrant Shares by the fifth Business Day after the date on which delivery of such certificate is required by this Redeemable Warrant, and if after such fifth Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Redeemable Warrant Shares that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Business Days after the Holder’s request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price on the date of the event giving rise to the Company’s obligation to deliver such certificate.

(d)       The Company’s obligations to issue and deliver Redeemable Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Redeemable Warrant Shares.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Redeemable Warrant as required pursuant to the terms hereof.

6.         Charges, Taxes and Expenses.   Issuance and delivery of certificates for shares of Common Stock upon exercise of this Redeemable Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be

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paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Redeemable Warrant Shares or Redeemable Warrants in a name other than that of the Holder or an Affiliate thereof.  The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Redeemable Warrant or receiving Redeemable Warrant Shares upon exercise hereof.

7.         Replacement of Redeemable Warrant.  If this Redeemable Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Redeemable Warrant, a New Redeemable Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.  Applicants for a New Redeemable Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

8.         Reservation of Redeemable Warrant Shares.  The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Redeemable Warrant Shares upon exercise of this Redeemable Warrant as herein provided, the number of Redeemable Warrant Shares which are then issuable and deliverable upon the exercise of this entire Redeemable Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Redeemable Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.

9.         Certain Adjustments.  The Exercise Price and number of Redeemable Warrant Shares issuable upon exercise of this Redeemable Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a)       Stock Dividends and Splits.  If the Company, at any time while this Redeemable Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.  Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

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(b)       Pro Rata Distributions.  If the Company, at any time while this Redeemable Warrant is outstanding, distributes to all holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii) rights or Redeemable Warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted (effective on such record date) to equal the product of such Exercise Price times a fraction of which the denominator shall be the average of the Closing Prices for the five Business Days immediately prior to (but not including) such record date and of which the numerator shall be such average less the then fair market value of the Distributed Property distributed in respect of  one outstanding share of Common Stock, as determined by the Company's independent certified public accountants that regularly examine the financial statements of the Company (an “Appraiser”).  In such event, the Holder, after receipt of the determination by the Appraiser, shall have the right to select an additional appraiser (which shall be a nationally recognized accounting firm), in which case such fair market value shall be deemed to equal the average of the values determined by each of the Appraiser and such appraiser.  As an alternative to the foregoing adjustment to the Exercise Price, at the request of the Holder delivered before the 90th day after such record date the Company will deliver to such Holder, within five Business Days after such request (or, if later, on the effective date of such distribution), the Distributed Property that such Holder would have been entitled to receive in respect of the Redeemable Warrant Shares for which this Redeemable Warrant could have been exercised immediately prior to such record date.  If such Distributed Property is not delivered to a Holder pursuant to the preceding sentence, then upon expiration of or any exercise of the Redeemable Warrant that occurs after such record date, such Holder shall remain entitled to receive, in addition to the Redeemable Warrant Shares otherwise issuable upon such exercise (if applicable), such Distributed Property.

(c)       Fundamental Transactions.  If, at any time while this Redeemable Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Redeemable Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Redeemable Warrant Shares then issuable upon exercise in full of this Redeemable Warrant (the “Alternate Consideration”).  The aggregate Exercise Price for this Redeemable Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder

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shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Redeemable Warrant following such Fundamental Transaction.  In the event of a Fundamental Transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that:

(x)        this Redeemable Warrant shall thereafter entitle the Holder to purchase the Alternate Consideration in accordance with this section 9(c),

(y)        in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Redeemable Warrant and the Private Placement, and

(z)        if registration or qualification is required under the Exchange Act or applicable state law for the public resale by the Holder of shares of stock and other securities so issuable upon exercise of this Redeemable Warrant, all rights applicable to registration of the Common Stock issuable upon exercise of this Redeemable Warrant shall apply to the Alternate Consideration.

If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such Fundamental Transaction, then such written agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.  At the Holder’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Redeemable Warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Redeemable Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a change of control, the Company (or any such successor or surviving entity) will purchase the Redeemable Warrant from the Holder for a purchase price, payable in cash within five Business Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Redeemable Warrant on the date of such request.

(d)       Number of Redeemable Warrant Shares.  Simultaneously with any adjustments to the Exercise Price pursuant to paragraphs (a) or (b) of this Section, the number of Redeemable Warrant Shares that may be purchased upon exercise of this Redeemable Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Redeemable Warrant

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Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

(e)       Calculations.  All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(f)        Notice of Adjustments.  Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Redeemable Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Redeemable Warrant Shares or other securities issuable upon exercise of this Redeemable Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based.  Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

(g)       Notice of Corporate Events.  If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or Redeemable Warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least 20 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Redeemable Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

10.       Payment of Exercise Price.  The Holder shall pay the Exercise Price in immediately available funds.

11.       Redemption.    The Company may call the Redeemable Warrants at anytime upon thirty (30) days written notice to the Holder.  If the Holder does not exercise the Redeemable Warrant during the 30 day period following notice to the Holder, the Redeemable Warrant shall expire and terminate.

12.       Fractional Shares.  The Company shall not be required to issue or cause to be issued fractional Redeemable Warrant Shares on the exercise of this Redeemable Warrant.  If any fraction of a Redeemable Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Redeemable Warrant, the number of Redeemable Warrant Shares to be issued will be rounded up to the nearest whole share.

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13.       Notices.  Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (Idaho City time) on a Business Day, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Business Day or later than 5:00 p.m. Pacific Standard Time on any Business Day, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices or communications shall be as set forth in the Private Placement.

14.       Redeemable Warrant Agent.  The Company shall serve as Redeemable Warrant agent under this Redeemable Warrant.  Upon 30 days' notice to the Holder, the Company may appoint a new Redeemable Warrant agent.  Any corporation into which the Company or any new Redeemable Warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new Redeemable Warrant agent shall be a party or any corporation to which the Company or any new Redeemable Warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor Redeemable Warrant agent under this Redeemable Warrant without any further act.  Any such successor Redeemable Warrant agent shall promptly cause notice of its succession as Redeemable Warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Redeemable Warrant Register.

15.       Miscellaneous.

(a)       Subject to the restrictions on transfer set forth on the first page hereof, this Redeemable Warrant may be assigned by the Holder. This Redeemable Warrant may not be assigned by the Company except to a successor in the event of a Fundamental Transaction. This Redeemable Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.  Subject to the preceding sentence, nothing in this Redeemable Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Redeemable Warrant.  This Redeemable Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)       The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Redeemable Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.  Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Redeemable Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Redeemable Warrant Shares on the exercise of this

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Redeemable Warrant, and (iii) will not close its shareholder books or records in any manner which interferes with the timely exercise of this Redeemable Warrant.

(c)       Governing Law; Venue; Waiver Of Jury Trial.  All questions concerning the construction, validity, enforcement and interpretation of this Redeemable Warrant  shall be governed by and construed and enforced in accordance with the internal laws of the State of Idaho, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the state of idaho.  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the state of Idaho for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Redeemable Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Redeemable Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Redeemable Warrant or any of the Transaction Documents or the transactions contemplated hereby or thereby. If either party shall commence an action or proceeding to enforce any provisions of this Redeemable Warrant or any Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(d)       The headings herein are for convenience only, do not constitute a part of this Redeemable Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(e)       In case any one or more of the provisions of this Redeemable Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Redeemable Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Redeemable Warrant.

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IN WITNESS WHEREOF, the Company has caused this Redeemable Warrant to be duly executed by its authorized officer as of the date first indicated above.

IDAHO NORTH RESOURCES CORP.

By: 

Name:        

Title:      

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FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Redeemable Warrant)

To:  IDAHO NORTH RESOURCES CORP.

The undersigned is the Holder of Redeemable Warrant No. _______ (the “Redeemable Warrant”) issued by IDAHO NORTH RESOURCES CORP., a Idaho corporation (the “Company”).  Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Redeemable Warrant.

1.   The Redeemable Warrant is currently exercisable to purchase a total of ______________ Redeemable Warrant Shares.

2.   The undersigned Holder hereby exercises its right to purchase _________________ Redeemable Warrant Shares pursuant to the Redeemable Warrant.

3.   The Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Redeemable Warrant.

4.   Pursuant to this exercise, the Company shall deliver to the holder _______________ Redeemable Warrant Shares in accordance with the terms of the Redeemable Warrant.

5.   Following this exercise, the Redeemable Warrant shall be exercisable to purchase a total of ______________ Redeemable Warrant Shares.

Dated:  __________________, _______	Name of Holder:
	(Print)
	By:  _______________________________
	Name: _____________________________
	Title:  ______________________________
	(Signature must conform in all respects to name of holder as specified on the face of the Redeemable Warrant)

LIBC/3181774.1

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Redeemable Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Redeemable Warrant to purchase  ____________ shares of Common Stock of IDAHO NORTH RESOURCES CORP. to which the within Redeemable Warrant relates and appoints ________________ attorney to transfer said right on the books of IDAHO NORTH RESOURCES CORP. with full power of substitution in the premises.

Dated: __________________, _______
	_________________________________________________
	(Signature must conform in all respects to name of holder as specified on the face of the Redeemable Warrant)
	_________________________________________________
	Address of Transferee
	_________________________________________________
	_________________________________________________
In the presence of:
_____________________________________________

LIBC/3181774.1