UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended February 2829, ~~2011~~2012

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

For the transition period from to

Commission File Number: 000-53420

SILLENGER EXPLORATION CORP.

(Exact name of registrant as specified in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
	277 Lakeshore Rd. E. Suite 206
	1560 Bayview Ave., Suite 305
	Toronto, Ontario M4G 3B8
	(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 582-2434

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

Securities to be registered under Section 12(g) of the Act: Title of each class to be registered:

Common stock, par value $0.001

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

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

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

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

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

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

Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer o	Smaller Reporting Company x

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

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

1951,~~811~~211,000 x $10.~~185~~04 (August 31,~~2010~~ 2011 bid/ask price) = $232,~~476~~048,~~035~~440

Note - If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions under the circumstances, provided that the assumptions are set forth in this Form.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As at June 1513, ~~2011~~2012, there were 4089,~~811~~331,000 shares of Common Stock issued and outstanding.

Documents Incorporated By Reference –None

Table of Contents

FORWARD LOOKING INFORMATION
PART I
Item 1. Business	12
Item 1A. Risk Factors	4
Item 1B. Unresolved Staff Comments	4
Item 2. Properties	4
Item 3. Legal Proceedings	74
Item 4. (Removed and Reserved)	74
PART II
Item 5. Market for Company's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities	75
Item 6. Selected Financial Data	86
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	86
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	126
Item 8. Financial Statements and Supplementary Data	12
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A. Controls and Procedures	13
Item 9B. Other Information	14
PART III
Item 10. Directors, Executive Officers and Corporate Governance	14
Item 11. Executive Compensation	17
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters	18
Item 13. Certain Relationships and Related Transactions, and Director Independence	19
Item 14. Principal Accountant Fees and Services	20
PART IV
Item 15. Exhibits and Financial Statement Schedules	21
SIGNATURES

FORWARD LOOKING INFORMATION

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 . These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PART I

Item 1. Description of Business.

General Development of Business

WeSillenger ~~are~~Exploration aCorp. ~~gold~~(“Sillenger” ~~exploration~~or ~~company in~~ the ~~pre-exploration~~“Company”) ~~stage~~was ~~and~~incorporated ~~were~~in ~~incorporated~~Nevada on February 14, 2007. Sillenger ~~Exploration~~is ~~Corp.~~an ~~("Sillenger"~~exploration orstage ~~the~~company ~~"Company")~~and has ~~acquired~~not ayet ~~100%~~realized ~~interest~~any inrevenues ~~three~~from ~~mineral~~its ~~claims~~planned ~~located~~operations. inDuring the ~~Atlin~~period ~~Mining~~ended ~~Division,~~February ~~British Columbia~~28, ~~Canada~~2008, inthe ~~consideration~~Company ~~for~~acquired ~~CDN$379~~a ~~(the~~100% ~~"Bulkley~~interest ~~mineral~~in ~~claims").~~three ~~The~~mining claims ~~are registered~~ in the ~~name~~Bulkley ofmining ~~our~~district ~~former~~of ~~President~~British Columbia, ~~who~~Canada ~~has~~for ~~executed~~cash aconsideration ~~trust~~of ~~agreement~~$379. ~~with~~On usMay ~~June 4~~15, 2009, ~~whereby~~the ~~she~~Company ~~agrees~~abandoned tothe ~~hold~~mineral ~~the~~titles ~~claims~~and inre-staked ~~trust~~them onin ~~our~~order ~~behalf.~~to Toreduce ~~date~~exploration wecosts. ~~have~~The ~~not~~Company’s ~~performed~~rights ~~any~~to ~~exploration~~these orclaims ~~work~~expired onin ~~the~~June ~~claims~~2011. WeThe ~~have~~Company has not had any bankruptcy, receivership or similar proceeding and have had no material reclassification, merger, consolidation or purchase or sale of a significant amount of assets ~~other than the acquisition of the three Bulkley mineral claims~~.

In the fall of 2008, our shareholders began selling shares they held in us pursuant to a registration statement filed on Form S-1 with the Securities and Exchange Commission. The terms of the offering is outlined in the Form S-1 registration statement and in the Rule 424(b)(4) prospectus, both of these documents can be found in their entirety on the SEC's website at www.sec.gov, under Registration Number 333-152075.

Our Business

We are a start-up, pre-exploration-stage company, and have not yet generated or realized any revenues from our business operations. We must raise additional capital in order to continue to implement our plan and stay in business. Sillenger has acquired a 100% interest in three mineral claims located in the Atlin Mining Division, British Columbia, Canada, in consideration for CDN$379 (the "Bulkley mineral claims"). ~~The~~On ~~claims~~May ~~are~~15, ~~registered~~2009 in the ~~name~~Company ofabandoned ~~our~~the ~~former~~mineral ~~President,~~titles ~~who~~and ~~has~~re-staked ~~executed~~them ain ~~trust~~order ~~agreement~~to ~~with~~reduce usexploration ~~June~~costs. 4,The ~~2009,~~Company’s ~~whereby~~rights ~~she agrees~~ to ~~hold~~these ~~the~~ claims expired in ~~trust~~June ~~on our behalf~~2011. ~~To date we have not performed any exploration or work on the claim.~~

On ~~June~~May 226, 2010, Sillenger ~~announced~~introduced ~~that, through~~ its ~~relationship~~proprietary ~~with~~Claims ~~FCMI~~Licensing ~~and~~Program ~~its African affiliates, the Company had entered into a contract with the Government of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of the continental region~~ (~~27,000 sq. km~~“CLP”) ofwhich ~~Equatorial~~is ~~Guinea,~~designed ~~known~~to ashelp ~~Rio~~governments ~~Muni, as well as 30 km of Continental Platform (4,500 sq. km) off the Atlantic coastline. The survey was intended~~ to provide ~~the Ministry of Mines, Industry and Energy~~ a ~~geological~~fast-track ~~database~~process offor ~~the~~issuing ~~region highlighting~~ the ~~locations~~necessary ~~where~~documentation ~~there~~to ~~may~~resource becompanies. ~~the~~The ~~presence~~system ofhelps ~~mineral,~~reduce ~~hydrocarbon~~risk orto ~~groundwater deposits, and a preliminary identification of which subsurface structures may present~~ exploration ~~potential,~~companies and tohelps ~~identify~~market ~~the~~a ~~likeliest~~country ~~exploration~~as ~~targets~~an ~~within~~attractive ~~those~~investment ~~deposits~~destination.

AsOn ~~compensation~~June 1, 2010, Sillenger, through its business partnership with FCMI Global Inc. (“FCMI”), whereby FCMI assigned trademarks, intellectual properties, contracts and agreements to Sillenger in exchange for ~~assuming~~5% ~~the~~(percent) ~~capital~~of ~~risk~~Sillenger’s annual net income per Sillenger’s audited financial statements, entered into a contract with the government of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of certain specific areas of Equatorial Guinea. The survey was to provide the Ministry of Mines, Industry and Energy of Equatorial Guinea a geological database of the region highlighting the locations where there may be the presence of mineral, hydrocarbon or groundwater deposits, and a preliminary identification of subsurface structures which may present exploration potential, and to identify the likeliest exploration targets within those deposits. In exchange, Sillenger was granted the mineral and hydrocarbon rights to 15% of the claim blocks in the entire area surveyed, as chosen by Sillenger, as well as a preferential right to any other claims that Sillenger ~~desired~~desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

~~Sillenger~~On ~~had~~June ~~the right to determine which claims it will retain for its own account~~11, ~~and had the right to market~~2010, asSillenger ~~principal~~retained orFugro ~~joint-venture,~~Airborne ~~any other properties to prospective mining or oil interests~~Surveys, ~~and to retain~~ a ~~carried~~subsidiary ~~interest~~of inFugro ~~those properties. The licensing model reduces the Company’s risk~~Group, ~~which~~to isconduct ~~assumed by~~ the ~~exploration~~airborne ~~partners,~~geophysical ~~who~~survey ~~benefit~~of ~~from~~ the ~~upside~~Rio ~~when~~Muni aregion ~~deposit~~of isEquatorial ~~discovered, developed, and put into production~~Guinea. ~~Sillenger’s~~The ~~strategy~~survey iswould ~~either~~have helped to ~~sell~~reveal the ~~whole~~locations ~~interest~~of orpotential ~~simply retain a small interest~~deposits, ~~either through shares or royalties, in every exploration, mining,~~ and ~~oil~~provide ~~venture that occurs on its claims, in essence becoming~~ a ~~claims~~detailed ~~and~~reading ~~portfolio~~of ~~manager,~~the ~~and~~subsurface ~~receiving revenues from multiple sources~~structures.

On June 11, 2010, Sillenger retained Fugro Airborne Surveys, a subsidiary of one of the world’s leading geophysics companies, Fugro Group, to conduct the airborne geophysical survey of the Rio Muni region of Equatorial Guinea. The survey will help to reveal the locations of potential deposits, and provide a detailed reading of the subsurface structures. The estimated cost of the survey was $8,300,000, and the survey would entail flying 69,000 line kms at a 400 - meter line spacing. The survey was slated to begin sometime in July 2010, as soon as Sillenger and Fugro completed their preparations but it actually began in or about November 2010.

The size and scope of the Equatorial Guinea project meant that large sums of capital would be required to fund the airborne survey. Sillenger began to actively seek funding from various institutional investors, potential strategic partners, and other parties.

Sillenger’s Director of Exploration, Dr. Allan Juhas PhD, and members of the Fugro Airborne Survey team met in mid-June with officials from the Government of Equatorial Guinea in Malabo to begin preparations for the airborne geophysical survey. The team also inspected ground facilities, and began planning operations.

In August 2010 Sillenger received a government delegation from Guinea-Bissau. During their visit, Sillenger arranged meetings in Ottawa with Fugro and also with Government of Canada officials from the Ministry of Foreign Affairs. Sillenger also arranged for a meeting and presentation by the Ministry of Forestry and Mines of the Province of Ontario, one of the world’s leading mining jurisdictions.

The Toronto visit concluded with a signing of The Minutes of Meeting, which stated that a contract would be prepared for consideration by the Guinea Bissau government and that the FCMI/Sillenger team would receive an invitation to visit Guinea Bissau in October 2010.

In October 2010, the Company entered into negotiations ~~with a prominent investment group~~ to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third- party. ~~wholly~~On ~~owned~~April ~~subsidiary~~28, of2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. (formerly Brilliant Mining Corp.) (“Brilliant”) and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant (“Unit”) [with a ~~private~~4 ~~company~~month ~~that~~escrow] ~~was~~in ~~formed~~exchange byfor ~~Toronto-based~~Ivory ~~Salida~~acquiring ~~Capital~~from LSillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions.P. Each Unit consists of one common share of Brilliant and ~~Lionhart~~one ~~Trading~~Common ~~Company~~Share ~~for~~purchase warrant. Each Warrant will entitle the ~~purpose~~holder thereof to acquire one Common Share of ~~funding~~Brilliant upon the ~~airborne~~payment ~~geophysical~~of ~~survey~~$0.45 ~~for~~per ~~Equatorial~~Warrant ~~Guinea~~at any time until 24 months following the date of issuance. As part of the agreement, amounts payable to FCMI were forgiven. On July 12, 2011, the Company closed its transaction with Ivory, Brilliant and others.

~~Subsequently,~~The ~~Brilliant~~transaction ~~Mining~~fits ~~Corp~~into ~~(“Brilliant”)~~Sillenger’s ~~was~~business ~~brought~~model inas by the ~~investment~~Brilliant ~~group~~Units torepresent beSillenger’s ~~the~~carried ~~operator~~interest ofin the Equatorial Guinea project, and ~~steps~~comprise ~~were~~a ~~taken~~tangible toasset ~~roll~~with ~~Ivory~~a ~~into~~value ~~Brilliant~~of ~~Mining.~~over On$2,000,000 ~~December~~CDN. ~~1st~~If the Brilliant ~~announced~~shares itperform ~~would~~well, ~~pay~~the ~~Sillenger~~Units ~~Exploration~~have ~~Corp.~~the ~~with~~potential ~~shares~~for insignificant ~~Brilliant~~value ~~equal~~add tofor aSillenger’s ~~value~~shareholders. ofThe $2Brilliant ~~million~~transaction ~~and~~also ~~based~~serves onas aan ~~price~~endorsement of ~~$0.27~~Sillenger’s ~~per~~business ~~share~~plan, ~~which~~and ~~shares~~enables ~~would~~Sillenger ~~be subject~~ to replicate a 2proven ~~year~~concept ~~escrow~~for ~~provision~~the next countries with which the Company is pursuing partnerships.

On ~~April~~September 2816, 2011, Sillenger ~~executed~~entered ainto ~~settlement~~an agreement with ~~Ivory~~First ~~Resources,~~African ~~Brilliant~~Exploration ~~Mining~~Corp. ~~and~~(“First ~~others~~African”), whereby ~~Sillenger~~First ~~agreed~~African towill ~~accept~~serve ~~and~~as ~~receive~~the ~~7,407,407~~Company’s ~~units~~exclusive ofrepresentative ~~Brilliant [with a 4 month hold period] in exchange~~ for ~~Ivory~~obtaining, ~~acquiring~~negotiating ~~from~~and ~~Sillenger~~performing ancontracts ~~agreement~~ with ~~the~~countries ~~government~~in ofAfrica and the ~~Republic~~Middle ~~of Equatorial Guinea~~East, ~~which~~in ~~included~~connection ~~certain~~with ~~preferential~~mining, ~~rights~~hydrocarbons, towater, ~~request~~and ~~mining~~other ~~and/or~~natural ~~oil~~resource ~~concessions~~projects. ~~Each~~A ~~Unit~~former ~~consists~~non-executive director of ~~one~~the ~~Common~~Company ~~Share~~is ~~and~~also ~~one~~a ~~Common~~shareholder ~~Share~~of ~~purchase~~First ~~warrant~~African. ofThe ~~Brilliant.~~compensation ~~Each~~payable ~~Warrant~~under ~~will~~this ~~entitle~~agreement ~~the~~is ~~holder~~dependent ~~thereof~~on toand ~~acquire~~contingent ~~one~~upon ~~Common~~the ~~Share~~Company ofobtaining ~~Brilliant~~financing ~~upon~~and ~~the~~entering ~~payment~~into ofa ~~$0.45~~contract ~~per~~with ~~Warrant~~a attarget ~~any~~country, ~~time~~and ~~until~~the 24Company ~~months~~receiving ~~following~~financing for the ~~date~~performance of ~~issuance~~the contract.

~~The~~On ~~transaction~~November ~~fits~~25, ~~into~~2011, Sillenger’s ~~business~~entered ~~model~~into asan agreement with the ~~Brilliant~~Republic ~~Units~~of ~~represent~~Benin (“Benin Agreement”). Pursuant to the terms of the Benin Agreement, Sillenger’s ~~carried~~will ~~interest~~conduct an airborne geophysical survey of the landmass of Benin and the offshore territory in the ~~Equatorial~~Gulf of Guinea. ~~project,~~The ~~and~~purpose ~~comprise~~of athe ~~tangible~~survey ~~asset~~is ~~with~~to compile a ~~value~~geophysical information database of ~~over~~Benin’s $2mining,~~000~~ hydrocarbon and water deposits,~~000~~ ~~CDN~~and analyze such data to identify the likeliest exploration targets within those deposits for potential mining and exploration opportunities. IfThe government is particularly interested in the ~~Brilliant~~potential ~~shares~~size ~~perform~~of ~~well~~some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the ~~Units~~Benin ~~have~~Agreement is two (2) years from the ~~potential~~date ~~for~~of ~~significant~~the ~~value~~Benin ~~add~~Agreement, ~~for~~which ~~Sillenger’s~~can ~~shareholders~~be extended by agreement of the parties.

~~The~~Under ~~Brilliant~~the ~~transaction~~Benin ~~also~~Agreement, ~~serves~~Sillenger aswill anbe ~~endorsement~~granted certain exclusive preferential rights with respect to fifteen percent (15%) of ~~Sillenger’s~~the ~~business~~surface ~~plan~~area of the Airborne Survey, ~~and~~but ~~enables~~also ~~Sillenger~~has tofirst ~~replicate~~right aof ~~proven~~refusal ~~concept~~on all unclaimed resource concessions for the ~~next~~duration ~~countries~~of ~~with~~the ~~which~~contract period. The Benin Agreement requires Benin to provide the ~~Company~~required ispermits, ~~pursuing~~licenses, ~~partnerships~~etc. to conduct the survey and to pursue any mining and or exploration opportunities.

The Company is currently in the process of exploring potential sources of financing for the Benin Agreement.

Competitive Conditions

The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other companies like ours for financing and joint venture partners. Additionally, we compete for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.1

Raw Materials

The raw materials for our exploration program will be items including camp equipment, sample bags, first aid supplies, groceries, propane, and a global satellite telephone. All of these types of materials are readily available in either the city of Vancouver or town of Atlin in British Columbia, Canada from a variety of suppliers and can be purchased or imported to Guinea-Bissau or any other country with which we may partner with in the future.

Dependence on Major Customers

We have no customers at this time.

Intellectual Property and Agreements

We have no intellectual property such as patents or trademarks. Additionally, we have no royalty agreements or labor contracts.

Government Approvals and Regulations

We are required to comply with all regulations ~~defined~~ in ~~the~~Benin. ~~Mineral~~The ~~Tenure~~effect ~~Act~~ of ~~the~~these ~~Province~~existing ofregulations ~~British~~on ~~Columbia~~our ~~and~~business ~~regulations~~is that we are able to carry out our exploration program as we have described in ~~Guinea-Bissau~~this prospectus. However, it is possible that a future government could change the regulations that could limit our ability to explore our claim, but we believe this is highly unlikely.

The effect of these existing regulations on our business is that we are able to carry out our exploration program as we have described in this prospectus. However, it is possible that a future government could change the regulations that could limit our ability to explore our claim, but we believe this is highly unlikely.3

Research and Development Expenditures

We have not incurred any research or development expenditures since our inception on February 14, 2007.

Costs and Effects of Compliance with Environmental Laws

We currently have no costs to comply with environmental laws concerning our exploration program.

Employees

We have one (1) full time orand no part time employees. On May 12, 2010, Mr. Gillespie was appointed as our President and Chief Executive Officer. Mr. Gillespie has agreed to allocate aall ~~portion of~~ his time to our activities, without compensation. We anticipate that our business plan can be implemented through the efforts of independent geologists and consultants we retain on a contract basis.

Reports to Securities Holders

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.

You may read and copy any materials we file with the SEC at their Public Reference Room Office, 100 F Street, NE, Room 1580, Washington, D.C. 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. These materials are also available electronically in Canada on SEDAR at www.sedar.com.

Item 1A. Risk Factors.

No disclosure is required hereunder as the Company is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.

Item 1B. Unresolved Staff Comments.

None. Note: No disclosure is required hereunder as the Company is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.

Item 2. Description of Property.

The Company’s rights to the Bulkley ~~Mineral~~mining ~~Claims~~claims in British Columbia, Canada expired in June 2011. The Company has no rights to any other properties or claims.

Legal Status of Bulkley Mineral Claims

Sillenger has acquired a 100% interest in the three mineral claims located in the Atlin Mining Division, British Columbia, Canada, in consideration for CDN$379. The claims are registered in the name of our former President, Ms. Sing, who has executed a trust agreement with us June 2, 2008, whereby she agrees to hold the claim in trust on our behalf. The total cost of the three Bulkley mineral claims charged to operations by us on our financial statements is $379 and this figure represents the reimbursement paid to our president in CDN Dollars.

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Bulkley mineral claims, that is the province of British Columbia.

In the 19th century the practice of reserving the minerals from fee simple Crown grants was established. The legislation ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Bulkley mineral claim is one such acquisition. Accordingly, fee simple title to the Bulkley mineral claims resides with the Crown. The Bulkley mineral claims is a mining lease issued pursuant to the British Columbia Mineral Act to Ms. Sing. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The Bulkley mineral claims is unencumbered and in good standing and there are no third party conditions which affect the claim other than conditions defined by the Province of British Columbia described herein. The rights to the claims expired on June 6, 2011 and management is considering renewing the claims. Further, there is no insurance covering the Bulkley mineral claims. We believe that no insurance is necessary since the Bulkley mineral claims is unimproved and contains no buildings or improvements.

Bulkley Mineral Claims Description

The claims are in an area of 947 hectares, which is equivalent to an area of 2,340 acres. The tenure number, name, owner number, work record to date, status, mining division, area, and tag numbers as typically recorded in British Columbia is as follows:

Tenure Number	Claim Number	Number	Good to Date	Status	Area
605454	Bulkley 1	208930 100%	2010/June/04	GOOD	294.4642
605457	Bulkley 2	208930 100%	2010/June/04	GOOD	310.8017
605459	Bulkley 3	208930 100%	2010/June/04	GOOD	343.6187

Our consulting geologist on this project is Stephen Butrenchuk and he has provided us with recommendations of how we should explore our claims.

There is no assurance that a commercially viable gold deposit exists on the claims. Explorations required before an evaluation as to the economic feasibility of the claim is determined. It is our intention to incorporate a British Columbia subsidiary company and record the deed of ownership in the name of our subsidiary if gold is discovered on the claims and it appears that it would be economically viable to commercially mine the claims. Until we can validate otherwise, the property is without known reserves and we are planning a three phase exploration program recommended by our consulting geologist. We have not commenced any exploration or work on the claims.

Access and Location of Bulkley Mineral Claims

The Bulkley mineral claims are located on the Teepee property to the southeast of the TP showings (104M 048-050) and the Crine Veins (104M 081) near Tee Pee Peak about 54 kilometers west of Atlin British Columbia Lat 59 38' 29'N Long 134 32' 24' W. Elevations vary between 900 meters and about 1200 meters. Map 1, below shows the location of our claims in relation to the province of British Columbia, Canada.

Atlin is a relatively isolated community of about 350 inhabitants that is located on the east shore of Atlin Lake in northwestern British Columbia, Canada. It is 98 km south of Jake's Corner, Yukon on the Alaska Highway and 182 km from Whitehorse, Yukon. A community airstrip enables air access by small planes into Atlin.

The Bulkley claims area is accessed readily by helicopter but can be approached by means of local miners' roads that are not maintained but are passable by wheeled vehicles in the summer months and by snowmobiles in the winter. The most practical means of access is by helicopters that are normally based at Atlin during the summer season.

See maps on following pages.

Conditions to Retain Title to Bulkley Mineral Claims

In order to retain title to the Sillenger Mineral Claims, in the Province of British Columbia the recorded holder of a mineral claims shall perform, or have performed, exploration and development work on the claims to a value of CDN$4 per hectare a year per unit plus a CDN$100 recording fee per claim. A statement of work must be submitted on or before the anniversary date of the claim. The anniversary date for our mineral claims was June 6, 2011. Our mineral claims is a 947 hectare area, and thus requires us to spend a minimum of CDN$4,088 on valid exploration work and recording fees to keep the claim in good standing with the Province of British Columbia. Alternately, we can make an annual payment in lieu of work to the Province of British Columbia of CDN$4 per hectare plus a CDN$100 recording fee per claim for the same CDN$4,088 in order to keep the claims in good standing with the Province of British Columbia. If we fail to make the required filings or payments, we could lose title to the claims and this could have an adverse impact on our business. As of the date of this 10K, these claims have expired. Management is currently considering renewing these claims.

History of Atlin and of the Bulkley Mineral Claims Area

The Atlin mining area gained prominence in 1898 when placer gold was discovered. A mining "rush" ensued and was most active in the period between 1898 and 1910. Exploration for gold in the Atlin area has been continuous through to the present. We do not have any verifiable information regarding previous operators on the actual Bulkley mineral claims. The Province of British Columbia maintains a free service available on the Internet call "ARIS" that allows us to locate summary reports near our claim. The summary reports are in the public domain.

Present Condition of the Bulkley Mineral Claims

We do not know the present condition of the Bulkley Mineral Claims because we have yet to go on site. However, according to our consulting geologist we should expect to find terrain mostly comprised of glaciated hills with moderately steep slopes and smack streams that occupy broad channels established by glaciers and melt water streams. There is no equipment, infrastructure or electricity on the claims.

Geology of the Bulkley Mineral Claims

The Bulkley mineral claims as of the writing of this report have not been visited by our consulting geologist Stephen Butrenchuk. The geology of the property is based on geological information from the Province of British Columbia. This region lies within a northeasterly trending belt of Precambrian rocks comprised of scists quartzites and orthgneiss. These rocks are unconformably overlain by volcanic rocks of the Upper Triassic Stuhini Group. These rocks have been intruded by Cretaceous to Tertiary igneous intrusions. Also present are minor intrusions of ultramafic rocks. This area has the potential to host economically important mineral deposits, including gold, cobalt, and platinum group element deposits. However, we have yet to prove that any of these types of mineral deposits exist on our claims. Our mineral claims do not have any known resource or reserves.

Description of Other Properties

Sillenger does not either own nor lease office space. At present, offices rented on a monthly basis at $2,000 per month with no long term lease obligation. This arrangement is expected to continue until such time as Sillenger's activities necessitates its relocation, as to which no assurances can be given. Sillenger has no agreements with respect to the maintenance or future acquisition of an office.

Item 3. Legal Proceedings.

Sillenger is ~~not~~ a ~~party~~joint defendant to a statement of claim filed against the Company and other defendants on February 2, 2012 for damages in the amount of $190,000. Sillenger filed a statement of defense dated April 9, 2012 explicitly denying any ~~legal~~liability. ~~proceedings~~Further, Sillenger has stated in the statement of defense that it was provided a comprehensive release in respect of the transaction referred to by the defendant and has asked that the claims against Sillenger be dismissed.

Item 4. (Removed and Reserved) Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common shares became quoted on the Over-the-Counter Bulletin Board on December 8, 2008, under the symbol "“SLGX"”. On April 4, ~~2010~~2011 our common shares were removed from the OTCBB and moved to the OTCQB market, under the symbol "“SLGX"”. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices for our common shares (obtained from QuoteMedia.com) from ~~March~~February 128, ~~2009~~2010 to ~~February~~May 2831, ~~2011~~2012 were as follows:

May 31, 2011	$	0.22	$	0.03
		High		Low
February 28, 2011	$	0.55	$	0.29
May 31, 2012	$	0.01	$	0.01
November 30. 2010	$	0.81	$	0.40
February 29, 2012	$	0.01	$	0.01
August 31, 2010	$	1.70	$	0.67
November 30, 2011	$	0.01	$	0.01
May 31, 2010	$	1.59	$	0.10
August 31, 2011	$	0.05	$	0.04
May 31, 2011	$	0.07	$	0.07
February 28, 2011	$	0.29	$	0.29
November 30, 2010	$	0.60	$	0.60
August 31, 2010	$	0.85	$	0.80
May 31, 2010	$	1.60	$	1.54
February 28, 2010	$	0.10	$	0.10
November 30, 2009	$	0.10	$	0.10
August 31, 2009	$	0.105	$	0.10
May 31, 2009	$	0.30	$	0.195
February 28, 2009	$	0.00	$	0.00

Note

(1) The quotations above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

(2) Sillenger was first quoted on the OTCBB on December 8, 2008 under the symbol "SLGX.OB"

Holders of Common Stock

As of June 1413, ~~2011~~2012, we had 2891 stockholders of record holding 4089,~~811~~331,000 shares of common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. we We would not be able to pay our debts as they become due in the usual course of business; or

2. Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We declared a six share for every one share issued and outstanding stock dividend in March 2009. The record date for this stock dividend was March 25, 2009 and the pay date was March 27, 2009. As a result of the issuance of this stock dividend our issued and outstanding share capital increased from 5,853,000 shares to 40,971,000 shares of common stock.

We do not plan to declare any further dividends in the foreseeable future.

Equity Compensation Plan

We do not have any securities authorized for issuance under any equity compensation plans.

Recent Sales of Unregistered Securities

On December 14, 2009, we issued 50,000 shares of our Common Stock to one investor, for an aggregate purchase price of $10,000. We relied on the exemption provided by Rule 903 of Regulation S of the Securities Act of 1934 to the subscriber on the basis that the sale of the shares was completed in an offshore transaction, as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. The investor represented to us that he was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between us and the investor included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933. The investor agreed by execution of the subscription agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act of 1933 and could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.

On July 27, 2011, the Company issued and sold an aggregate of 4,400,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $230,544. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share.

On September 12, 2011, the Company issued and sold an aggregate of 3,500,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $176,508. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share.

On December 6, 2011, the Company issued and sold an aggregate of 1,300,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $68,561. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share.

In April 2012, the Company issued and sold an aggregate of 25,550,000 shares at a purchase price of $0.01 receiving proceeds of $255,500.

The subscription agreements executed between us and the investors included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933. The investors agreed by execution of the subscription agreements for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act of 1933 and could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.

Item 6. Selected Financial Data.

No disclosure is required hereunder as the Company is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.

Item 7. Management Discussion and Analysis or Plan of Operations.

~~2011~~2012 Business Environment

The disruptions in the credit and financial markets through 2009 and ~~2010~~2011 and the more recent economic crisis in Europe have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While ~~2010~~2011 seemingly was a turnaround period for stock markets, and a muted positive improvement in consumer optimism and general business conditions, the global economy, particularly Europe, still appears to be somewhat tepid, and it is still difficult for many junior resource companies to obtain financing. These market conditions could continue to make it difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital on the equity markets also may not be available on terms acceptable to us or at all.

In2012 ~~late~~Business ~~2009~~Environment Sillenger decided to seek a strategic and/or financial partner to help take Sillenger forward. We entered into discussions with an interested party with the goal of raising capital and conducting a work program on the Bulkley claims, and possibly some other projects. Unfortunately the two sides could not reach an acceptable deal and we parted ways. With the price of gold at record levels, management believes it would be prudent to continue seeking potential partners.(continued)

OnDuring ~~June~~the 2,period ~~2010,~~ended ~~Sillenger~~February ~~announced that~~29, ~~through its relationship with FCMI and its African affiliates~~2008, the Company ~~had~~acquired ~~entered into~~ a ~~contract~~100% ~~with~~interest ~~the~~in ~~Government~~three ofmining ~~the~~claims ~~Republic~~in ~~of Equatorial Guinea to conduct an airborne geophysical survey of~~ the ~~continental~~Bulkley ~~region~~mining ~~(27,000~~district ~~sq. km)~~ of ~~Equatorial~~British ~~Guinea~~Columbia, ~~known~~Canada asfor ~~Rio~~cash ~~Muni,~~consideration ~~as well as 30 km~~ of ~~Continental Platform (4,500 sq~~$379. ~~km)~~On ~~off~~May ~~the Atlantic coastline. The survey was intended to provide the Ministry of Mines~~15, ~~Industry~~2009 ~~and Energy a geological database of~~ the ~~region~~Company ~~highlighting~~abandoned the ~~locations where there may be the presence of~~ mineral, ~~hydrocarbon~~titles ~~or groundwater deposits,~~ and are-staked ~~preliminary~~them ~~identification~~in oforder ~~which~~to ~~subsurface~~reduce ~~structures~~exploration ~~may~~costs. ~~present~~The ~~exploration~~Company’s ~~potential,~~rights ~~and~~ to ~~identify~~these ~~the~~claims ~~likeliest~~expired ~~exploration~~in ~~targets~~June ~~within those deposits~~2011.

AsOn ~~compensation~~May ~~for~~26, ~~assuming~~2010, ~~the~~Sillenger ~~capital~~introduced ~~risk~~its ofproprietary ~~the~~Claims ~~survey,~~Licensing ~~Sillenger~~Program ~~was~~(“CLP”) ~~granted~~which ~~the~~is ~~mineral~~designed ~~and~~to ~~hydrocarbon~~help ~~rights~~governments to ~~15%~~provide ofa ~~the~~fast-track ~~claim~~process ~~blocks~~for inissuing the ~~entire~~necessary ~~area~~documentation ~~surveyed,~~to asresource ~~chosen~~companies. byThe ~~Sillenger,~~system ashelps ~~well~~reduce asrisk ato ~~preferential~~exploration ~~right~~companies toand ~~any~~helps ~~other~~market ~~claims~~a ~~that~~country ~~Sillenger~~as ~~desired~~an attractive investment destination.

InOn ~~August~~June 1, 2010, Sillenger, ~~received~~through aits ~~government~~business ~~delegation~~partnership ~~from~~with ~~Guinea-Bissau~~FCMI Global Inc. ~~During~~(“FCMI”), ~~their~~whereby ~~visit~~FCMI assigned trademarks, ~~Sillenger~~intellectual ~~arranged~~properties, ~~meetings~~contracts and agreements to Sillenger in ~~Ottawa~~exchange ~~with~~for ~~Fugro~~5% ~~and~~(percent) ~~also~~of Sillenger’s annual net income per Sillenger’s audited financial statements, entered into a contract with ~~Government~~the government of ~~Canada~~the ~~officials~~Republic ~~from~~of Equatorial Guinea to conduct an airborne geophysical survey of certain specific areas of Equatorial Guinea. The survey was to provide the Ministry of ~~Foreign~~Mines, ~~Affairs.~~Industry ~~Sillenger~~and ~~also~~Energy ~~arranged~~of ~~for~~Equatorial Guinea a ~~meeting~~geological ~~and~~database ~~presentation~~of bythe region highlighting the ~~Ministry~~locations where there may be the presence of ~~Forestry~~mineral, hydrocarbon or groundwater deposits, and ~~Mines~~a preliminary identification of subsurface structures which may present exploration potential, and to identify the ~~Province~~likeliest ofexploration ~~Ontario~~targets within those deposits. In exchange, ~~one~~Sillenger was granted the mineral and hydrocarbon rights to 15% of the ~~world’s~~claim ~~leading~~blocks ~~mining~~in ~~jurisdictions~~the entire area surveyed, as chosen by Sillenger, as well as a preferential right to any other claims that Sillenger desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

On ~~April~~June 2811, ~~2011~~2010, Sillenger ~~executed~~retained aFugro ~~settlement~~Airborne ~~agreement with Ivory Resources~~Surveys, ~~Brilliant~~a ~~Mining~~subsidiary ~~and~~of ~~others~~Fugro Group, ~~whereby Sillenger agreed~~ to ~~accept~~conduct ~~and~~the ~~receive~~airborne ~~7,407,407~~geophysical ~~units~~survey of ~~Brilliant [with a 4 month hold period] in exchange for Ivory acquiring from Sillenger an agreement with~~ the ~~government~~Rio ofMuni ~~the~~region ~~Republic~~ of Equatorial Guinea,. ~~which~~The ~~included~~survey ~~certain~~would ~~preferential~~have ~~rights~~helped to ~~request~~reveal ~~mining~~the ~~and/or~~locations ~~oil concessions. Each Unit consists~~ of ~~one~~potential ~~Common~~deposits, ~~Share~~ and ~~one~~provide ~~Common~~a ~~Share~~detailed ~~purchase~~reading ~~warrant~~ of ~~Brilliant. Each Warrant will entitle~~ the ~~holder~~subsurface ~~thereof to acquire one Common Share of Brilliant upon the payment of $0~~structures.~~45 per Warrant at any time until 24 months following the date of issuance.~~

~~Looking~~In atOctober 2010, the ~~year~~Company ~~ahead,~~entered ~~management~~into ~~believes,~~negotiations ~~Brilliant~~to ~~transaction~~finance ~~serves~~the ascost anof ~~endorsement~~this survey. As part of these negotiations, Sillenger’s ~~business~~fully ~~plan~~assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. (formerly Brilliant Mining Corp.) (“Brilliant”) and ~~enables~~others, whereby Sillenger agreed to ~~replicate~~accept and receive 7,407,407 units of Brilliant (“unit”) [with a ~~proven~~4 ~~concept~~month escrow] in exchange for ~~the~~Ivory ~~next~~acquiring ~~countries~~from Sillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists of one common share of Brilliant and one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of $0.45 per Warrant at any time until 24 months following the date of issuance. As part of the agreement, amounts payable to FCMI were forgiven. On July 12, 2011, the Company isclosed ~~pursuing~~its ~~partnerships~~transaction with Ivory, Brilliant and others.

~~Results~~On ofSeptember ~~Operation~~16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining, hydrocarbons, water, and other natural resource projects. Sillenger’s obligations under this agreement include: use First African on an exclusive basis, pay set-up and execution fees to First African for the services provides and for country contracts successfully procured, include First African in any local, regional or international ventures as a 10% shareholder.

~~For~~On November 25, 2011, Sillenger entered into an agreement with the ~~year~~Republic ~~ended~~of ~~February~~Benin 28(“Benin Agreement”). Pursuant to the terms of the Benin Agreement, ~~2011~~Sillenger will conduct an airborne geophysical survey of the landmass of Benin and ~~February~~the 28offshore territory in the Gulf of Guinea. The purpose of the survey is to compile a geophysical information database of Benin’s mining, ~~2010~~hydrocarbon and water deposits, and analyze such data to identify the ~~period~~likeliest ~~from~~exploration ~~February~~targets 14within those deposits for potential mining and exploration opportunities. The government is particularly interested in the potential size of some of their base metal deposits, ~~2007~~which can often be determined when utilizing some of these technologies. The term of the Benin Agreement is two (~~inception~~2) toyears ~~February~~from 28the date of the Benin Agreement, ~~2011:~~which can be extended by agreement of the parties.

Under the Benin Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of the Airborne Survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Benin Agreement requires Benin to provide the required permits, licenses, etc. to conduct the survey and to pursue any mining and or exploration opportunities.

The Company is currently in the process of exploring potential sources of financing for the Benin Agreement.

Financial Condition and Liquidity

~~Revenue~~Common Stock - Management anticipates Sillenger's ~~has~~external ~~not~~sources ~~generated~~of ~~revenue~~liquidity ~~from~~will ~~its~~be ~~business~~private ~~operations~~placements for equity conducted outside the United States. During the year ended February 29, 2012, Sillenger completed a private placements for 9,200,000 units consisting of 9,200,000 common shares and ~~does~~4,600,000 ~~not~~warrants ~~expect~~for the purchase of its common shares raising in aggregate $475,612. There were no share issuances during the year ended February 28, 2011. Subsequent to ~~generate~~the ~~any~~year ~~revenue~~end in April 2012, the ~~near~~Company ~~future~~closed and sold an aggregate of 25,500,000 shares at $0.01 per share receiving proceeds of $255,550.

~~Common~~Liquidity ~~Stock~~ - ~~Management~~At ~~anticipates Sillenger's external sources of liquidity will be private placements for equity conducted outside the United States. During the year ended~~ February 2829, ~~2010~~2012, Sillenger ~~completed~~had atotal ~~private~~assets ~~placement~~of ~~on December 14~~$2,263,040 ~~2009~~($509 ~~where~~- ~~Sillenger~~February ~~issued 50~~28,~~000~~ ~~shares of common stock at $0~~2011).20 Sillenger ~~per~~had ~~share for proceeds of~~ $101,~~000~~299,308 .($ ~~There~~2,737,891 - ~~were~~February no28, ~~share~~2011) ~~issuances~~in ~~during~~liabilities, ~~the~~most ~~year~~of ~~ended~~which ~~February~~are ~~28,~~Accounts ~~2011~~Payable.

~~Liquidity~~Sillenger' -internal Atsources ~~February~~of ~~28,~~liquidity ~~2011,~~will be loans that may be available to Sillenger ~~had~~from ~~assets~~management. ofAlthough ~~$509~~Sillenger ~~consisting~~has ofno ~~cash~~written ~~($6,700~~arrangements -with ~~February~~any 28of its directors or officers, ~~2010).~~ Sillenger ~~had~~expects ~~$2,737,891~~that ($the ~~7,599 -~~directors ~~February~~and ~~28,~~officers ~~2010)~~will inprovide ~~liabilities~~Sillenger with internal sources of ~~which~~liquidity, isif ~~mostly~~it ~~owed~~is ~~for~~required.

Accounts Payable.

Sillenger' internal sources of liquidity will be loans that may be available to Sillenger from management. Although Sillenger has no written arrangements with any of directors and officers, Sillenger expects that the directors and officers will provide Sillenger with internal sources of liquidity, if it is required.

There are no assurances that Sillenger will be able to achieve further sales of its common stock or any other form of additional financing. If Sillenger is unable to achieve the financing necessary to continue its plan of operations, then Sillenger will not be able to continue its exploration programs and its business will fail.

Off-Balance Sheet Arrangements—We do not have any material off-balance sheet arrangements.

Result of Operation

For the years ended February 29, 2012 and February 28, 2011 and the period from February 14, 2007 to February 29, 2012:

Income

Revenue - Sillenger has not generated revenue from its business operations and does not expect to generate any revenue in the near future.

Other income - On July 12, 2011, upon closing the transaction for outright sale of Sillenger’s rights under its agreement with the government of the Republic of Equatorial Guinea, the Company recorded $4,369,208 as “Other income” consisting of $2,489,054 representing debt forgiven and $1,880,154 representing the fair value of the Units of Brilliant Resources.

Expenses

Summary - Total expenses were $2,~~736~~136,~~483~~735 for the year ended February 2829, ~~2011~~2012 ($192,~~598~~638,182 – February 28, ~~2010~~2011). Expenses have ~~increased~~decreased as compared to the year ended February 28, ~~2010~~2011 by $2501,~~716,885 from $19,598 in the previous year ended February 28, 2010~~447. A total of $24,~~798~~836,~~532~~966 in expenses has been incurred by Sillenger since inception on ~~February14~~February 14, 2007 through to February 2829, ~~2011~~2012. The ~~increase in~~ costs ~~over the past year is primarily related to Sillenger having filed a registration statement to qualify shares held by its stockholders for resale. The costs~~ can be subdivided into the following categories.:

91. Contract fees – represents set-up costs incurred for the Company’s contract with the Republic of Benin signed on November 25, 2011.

12. General and ~~Administration~~administration expenses: $~~985~~264,~~350~~866 in general and administration expenses (includes administrative costs and consulting fees) were incurred for the year ended February 2829, ~~2011~~2012 as compared to $3985,~~539~~350 for the year ended February 28, ~~2010~~2011 while a total of $~~999~~1,~~227~~264,093 was incurred in the period from inception on February 14, 2007 to February 2829, ~~2011~~2012.

23. Travel: $~~575~~91,~~966~~339 in travel expenses were incurred for the year ended February 2829, ~~2011~~2012 as compared to $0575,966 for the year ended February 28, ~~2010~~2011 while a total of $~~575~~667,~~966~~305 was incurred in the period from inception on February 14, 2007 to February 2829, ~~2011~~2012.

34. Business development: Sillenger incurred $~~664~~312,~~708~~251 in business development expenses for the year ended on February 2829, ~~2011~~2012 as compared to $0664,708 for the year ended February 28, ~~2010~~2011. From inception on February 14, 2007 to February 2829, ~~2011~~2012, we have incurred a total of $~~664~~976,~~708~~959 in business development mainly spent on business development for the African contracts..

45. Professional fees: Sillenger incurred $~~412~~518,~~158~~279 in legal and audit fees for the year ended February 2829, ~~2011~~2012 and $16412,~~059~~158 was incurred for the year ended February 28, ~~2010~~2011. For the period from February 14, 2007 (inception) through February 2829, ~~2011~~2012, Sillenger has spent a total of $~~460~~978,~~330~~609 on ~~exploration~~professional fees.

Sillenger continues to carefully control its expenses and overall costs as it moves forward with the continued development of its business plan. Sillenger does not have any full time paid employees and engages personnel through outside consulting contracts or agreements or other such arrangements.

Summary of Critical Accounting Policies

~~Cash and Cash Equivalents~~Investment

~~For~~The ~~purposes~~Company ofhas ~~the~~classified ~~statements~~its ofinvestment ~~cash~~as ~~flows,~~available ~~the~~for ~~Company~~sale ~~considers~~and ~~all~~recorded ~~highly~~it ~~liquid~~at ~~investments~~fair ~~purchased~~market ~~with~~value aand ~~original~~any ~~maturity~~associated gain or loss, net of ~~three~~tax, ~~months~~is orrecorded ~~less~~as to“other becomprehensive ~~cash~~income ~~equivalents~~(loss)”.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions relate to, but are not limited to, estimation of accrued liabilities and the valuation of investment. Actual results could differ from those estimates.

Foreign Currency Translation and Transactions

The Company’s reporting and functional currency is the U.S. dollar. Foreign currency denominated monetary balance sheet items are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for non-monetary balance sheet items and shareholders’ equity (deficit), and the average rate for the year for revenues, expenses, gains and losses. Foreign currency gains or losses on translation are included in the ~~statement~~statements of ~~operations~~comprehensive income (loss).

Fair Value of Financial Instruments

The Company ~~adopted~~follows ASC Topic 820 for all financial assets and liabilities measured at fair value on a recurring basis. ~~The Company adopted~~ ASC Topic 820 ~~effective February 28, 2010, for all non-financial assets and liabilities. ASC Topic 820~~ defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The statement establishes market or observable inputs as the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The carrying amounts on the accompanying balance sheet for cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value.

The carrying amounts on the accompanying balance sheet for cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value.

Income Taxes

Income taxes are accounted for under the asset and liability method prescribed by ASC Topic 740 – Income Taxes. Deferred income taxes are recognized for the tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax incurred for the period and the change during the period of deferred tax assets and liabilities.

In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in the financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

10The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at February 29, 2012 and February 28, 2011.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at February 28, 2011 and 2010.9

~~Loss~~Summary ~~Per~~of ~~Share~~Critical Accounting Policies (continued)

~~Basic~~Earnings ~~loss~~(Loss) ~~per~~Per share is computed by dividing net loss by the weighted average number of common shares outstanding for the periods. Diluted loss per share reflects, in addition to the weighted average number of common shares, the potential dilution of stock which is not applicable to Sillenger as of February 28, 2011 and 2010. Share

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the periods. Diluted earnings (loss) per share reflects, in addition to the weighted average number of common shares, the potential dilution of stock resulting from exercise of warrants. The warrants were excluded from the calculation of diluted earnings (loss) per share because their effect is anti-dilutive.

Plan of Operations

Our business plan up until April 2010 was to proceed with the exploration of the Bulkley claims to determine whether there are commercially exploitable reserves of base and precious metals. Beginning in May 2010, we have concentrated our focus on pursuing opportunities in African countries.

~~With~~We will also need to seek additional funding to pursue the ~~price~~new ventures in Africa identified by our President and Chief Executive Officer Mr. John Gillespie. We anticipate that additional funding will be in the form of ~~gold~~equity atfinancing ~~record~~from ~~levels~~the sale of our common stock. However, ~~management~~we ~~believes~~cannot itprovide ~~would~~investors with any assurance that we will be ~~prudent~~able to ~~continue~~raise ~~seeking~~sufficient ~~potential~~funding ~~partners~~from the sale of our common stock to ~~explore~~fund additional phases of the exploration program previously set out for the Buckley ~~claims~~claim should we decide to proceed or any new projects identified in Africa. We believe that debt financing will not be an alternative for funding any further phases in our exploration program or potential projects in Africa or elsewhere. The risky nature of these enterprises and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine or project can be demonstrated. We do not have any arrangements in place for any future equity financing.

We will also need to seek additional funding to pursue the new ventures in Africa identified by our new President and Chief Executive Officer Mr. John Gillespie. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program previously set out for the Buckley claim should we decide to proceed or any new projects identified in Africa. We believe that debt financing will not be an alternative for funding any further phases in our exploration program or potential projects in Africa or elsewhere. The risky nature of these enterprises and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine or project can be demonstrated. We do not have any arrangements in place for any future equity financing.

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

● our ability to raise additional funding;

● the market price for gold;

● the results of our proposed exploration programs on the mineral property; and

● our ability to find joint venture partners for the development of our property interests

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

Subsequent ~~Events~~Event

OnIn April 282012, ~~2011,~~the ~~Sillenger~~Company ~~executed~~issued ~~an agreement with Ivory Resources, Brilliant Mining~~ and ~~others,~~sold ~~whereby~~an ~~Sillenger~~aggregate ~~agreed~~of ~~to accept and receive 7~~25,~~407~~550,~~407~~000 ~~units~~shares ofat ~~Brilliant [with~~ a 4 month escrow] in exchange for Ivory acquiring from Sillenger an agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists of one Common Share and one Common Share purchase ~~warrant~~price of ~~Brilliant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of~~ $0.4501 ~~per~~receiving ~~Warrant~~proceeds ~~at any time until 24 months following the date~~ of ~~issuance. As part of the agreement~~$255, ~~all the assets of FCMI Global Inc~~500., including the amounts receivable from Sillenger Exploration Corp., would be transferred to a newly set up wholly owned subsidiary of Sillenger. As of the date of filing this 10K, the agreement had not closed.

On April 28, 2011, Sillenger also entered into an agreement with Mr. Michel Ghostine to compensate him for his role in the African deal. He who was fundamental in acquiring the agreements with the governments of Equatorial Guinea and Guinea-Bissau, and he is also a director of Sillenger. Under the terms of the agreement, Sillenger has agreed to pay Mr. Ghostine $150,000.00 USD and to issue him 2,000,000 shares of Sillenger’s common shares for his extensive efforts in securing the Equatorial Guinea contract.10

On June 2, 2011, Sillenger entered into a one year consulting agreement with an investor relations firm for an upfront payment of $25,000 plus one million common shares of Sillenger. Sillenger has a right to buy back the one million shares by July 5, 2011 for $25,000. The agreement provides that, in addition to investor relations services, should the investor relations firm introduce Sillenger to a financing source not known to the Sillenger at the time, they will be entitled to a finder’s fee in the amount of 7% of the gross funding provided by such source.

Sillenger will need to seek additional funding to complete the two transactions referenced immediately above.

Recent Accounting Pronouncements

~~For~~In ~~information~~September ~~with~~2011, ~~respect~~the toFASB ~~recent~~issued new accounting ~~pronouncements~~guidance ~~and~~intended ~~the~~to ~~impact~~simplify ofgoodwill ~~these~~impairment ~~pronouncements~~testing. Entities will be allowed to perform a qualitative assessment on ~~our~~goodwill ~~consolidated~~impairment ~~financial~~to ~~statements,~~determine ~~see~~whether ~~Note~~it 4,is ~~“Recently~~more ~~Issued~~likely ~~Accounting~~than ~~Standards~~not ~~and Recently~~(defined ~~Adopted~~as ~~Accounting~~having ~~Pronouncements,”~~a inlikelihood of more than 50 percent) that the ~~Notes~~fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the ~~Financial~~two-step ~~Statements~~goodwill impairment test. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011. The adoption of this ~~Annual~~guidance ~~Report~~did not have material impact on the ~~Form~~Company’s ~~10-K~~results of operations or financial position.

~~Item~~In 7AJune 2011, the FASB issued new guidance on the presentation of comprehensive income. ~~Quantitive~~Specifically, the new guidance allows an entity to present components of net income and ~~Qualitive~~other ~~Disclosure~~comprehensive ~~About~~income ~~Market~~in ~~Risk~~one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The Company has early-adopted this guidance.

In May 2011, the FASB issued amendments to fair value measurement and disclosure requirements. This guidance amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. This includes clarification about the application of existing fair value measurement and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. In addition, to improve consistency in application across jurisdictions, some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word ―shall rather than ―should to describe the requirements in U.S. GAAP). This amended guidance is to be applied prospectively and is effective for the Company beginning with its third quarter of fiscal year 2012. The adoption of this guidance did not have material impact on the Company’s results of operations or financial position.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

No disclosure is required hereunder as the Company is a "smaller reporting company," as defined in Item 10(f) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data.

The financial statements and schedules that constitute Item 8 of Form 10-K immediately follow on the next page.

1211

Sillenger Exploration Corp.

(An Exploration Stage Company)

February 2829, ~~2011~~2012

	Index
Reports of Independent Registered Public Accounting Firm	F-1 and F-2
Report of Independent Registered Public Accounting Firm	F - 1
Balance Sheets as of February 28, 2011 and 2010	F-3
Balance Sheets as of February 29, 2012 and February 28, 2011	F - 2
Statements of Operations for the years ended
Statements of Comprehensive Income (Loss) for the years ended
February 28, 2011 and 2010 and the period from
February 29, 2012 and February 28, 2011 and the period from
February 14, 2007 (Inception) through February 28, 2011	F-4
February 14, 2007 (Inception) to February 29, 2012	F - 3
Statement of Stockholders' Equity (Deficit) as of February 28, 2011	F-5
Statements of Cash Flows for the years ended
February 28, 2011 and 2010 and the period from
February 29, 2012 and February 28, 2011 and the period from
February 14, 2007 (Inception) through February 28, 2011	F-6
February 14, 2007 (Inception) to February 29, 2012	F - 4
Notes to the Financial Statements	F-7 - F-13
Statements of Stockholders' Equity (Deficit) for the period from February 14, 2007 (Inception) to February 29, 2012	F - 5
Notes to Financial Statements	F - 6 to F -14

~~Silberstein~~Report ~~Ungar,~~of ~~PLLC~~Independent ~~CPAs~~Registered ~~and~~Public ~~Business~~Accounting ~~Advisors~~ Firm

~~Phone~~To ~~(248)~~the ~~203-0080~~Board of Directors and Stockholders of

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Sillenger Exploration Corp.

~~Vancouver,~~(An ~~British~~Exploration ~~Columbia,~~Stage ~~Canada~~Company)

We have audited the accompanying balance sheets of Sillenger Exploration Corp., (an Exploration Stage Company) (the “Company”) as of February 2829, ~~2010~~2012 and ~~2009~~February 28, 2011 and the related statements of ~~operations~~comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the years then ended, and for the period from February 14, 2007 (date of inception) ~~through~~to February 2829, ~~2010~~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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. ~~The~~ Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 Sillenger Exploration Corp. as of February 2829, ~~2010~~2012 and ~~2009~~February 28, 2011 and the results of its operations and its cash flows for the ~~periods~~years then ended, and for the period from from February 14, 2007 (date of inception) ~~through~~to February 2829, ~~2010~~2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital, has received no revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

May 25, 2010

F - 1

REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

The Board of Directors

Sillenger Exploration Corp.

We have audited the accompanying balance sheet of Sillenger Exploration Corp. (the “Company”) as of February 28, 2011 and the statements of operations, changes in stockholders’ equity and cash flows for the year then ended and for the period from February 14, 2007 (date of inception) through February 28, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sillenger Exploration Corp. as of February 28, 2011 and the results of its operations and its cash flows for the year then ended and for the period from February 14, 2007 (date of inception) through February 28, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2, the Company has no revenue from sales of products or services and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Signed: “MSCM LLP” Chartered Accountants Licensed Public Accountants

~~MSCM~~Toronto, ~~LLP~~Ontario

~~Toronto~~June 13, ~~Canada~~2012

~~June~~F ~~15,~~- ~~2011~~1

Sillenger Exploration Corp.
(An Exploration Stage Company)
Balance Sheets

	February 29,			February 28,
	2012			2011

ASSETS

Current assets:

Cash	$	88,337		$	509
Prepaid expenses		37,500			-
Advances (Note 6)		48,480			-
		174,317			509

Investment (Note 5)		2,088,723			-

Total Assets	$	2,263,040		$	509


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable (Note 6)	$	1,279,358		$	2,709,006
Accrued liabilities		19,950			28,885
Total liabilities		1,299,308			2,737,891


Stockholders' equity (deficit)

Common stock $0.001 par value,
300,000,000 in 2012 and 75,000,000 in 2011
shares authorized
61,331,000 in 2012 and 40,811,000 in 2011
shares issued and outstanding		61,331			40,811
Additional paid-in-capital		4,422,032			3,514,139
Shares to be issued		100,000			-
Stock subscriptions received		255,500			-
Accumulated other comprehensive income		208,569			-
Accumulated deficit during exploration stage		(4,083,700	)		(6,292,332	)
Total Stockholders' equity (deficit)		963,732			(2,737,382	)
Subsequent event (Note 11)

Total Liabilities and Stockholders' Equity (Deficit)	$	2,263,040		$	509


The Notes to Financial Statements are an integral part of these financial statements.

F - 2

Sillenger Exploration Corp.
(An Exploration Stage Company)
Balance Sheets
Statements of Comprehensive Income (Loss)
February 28, 2011 and 2010
									Cumulative From
	February 28,				February 28,
		Years Ended,							February 14, 2007
	2011				2010
		February 29,				February 28,			(Inception) to
ASSETS
		2012				2011			February 29, 2012
Current assets:
Revenues		$	-			$	-		$	-
Cash	$	509			$	6,700
Operating expenses:
		509				6,700
Contract fees (Note 6)			950,000				-			950,000
	$	509			$	6,700
General and administrative			264,866				985,350			1,264,093
LIABILITIES AND STOCKHOLDERS' DEFICIT
Travel			91,339				575,966			667,305
Current liabilities:
Marketing and business development			312,251				664,708			976,959
Accounts payable	$	2,709,006			$	-
Professional services			518,279				412,158			978,609
Accrued liabilities		28,885				7,599
			2,136,735				2,638,182			4,836,966
Total liabilities		2,737,891				7,599
Other income (expense):
Commitments and Contingencies (Note 7)
Income from sale of rights (Note 5)			4,369,208				-			4,369,208
Stockholders' deficit
Foreign exchange loss			(23,841	)			(98,301	)		(122,142	)
Common stock $0.001 par value,
			4,345,367				(98,301	)		4,247,066
75,000,000 shares authorized
Income (loss) before income taxes			2,208,632				(2,736,483	)		(589,900	)
40,811,000 shares issued and outstanding		40,811				40,811
Income taxes (Note 9)			-				-			-
Additional paid-in-capital		3,514,139				3,514,139
Net income (loss)			2,208,632				(2,736,483	)		(589,900	)
Accumulated deficit		(6,292,332	)			(3,555,849	)
										(4,247,067	)
		3
Other comprehensive income
Total Stockholders' deficit		(2,737,382	)			(899	)
Unrealized gain on investment - no tax effect (Note 5)			208,569				-			208,569
Total Liabilities and Stockholders' Deficit	$	509			$	6,700
Comprehensive income (loss)		$	2,417,201			$	(2,736,483	)	$	(381,331	)
The Notes to the Financial Statements are an integral part of these financial statements.
Net income (loss) per share:
Basic		$	0.04			$	(0.07	)
Diluted		$	0.04			$	(0.07	)
Weighted average shares outstanding
Basic			50,621,055				40,811,000
Diluted			50,621,055				40,811,000
The Notes to Financial Statements are an integral part of these financial statements.

F - 3

Sillenger Exploration Corp.
(An Exploration Stage Company)
Statements of Operations
Statements of Cash Flows
Years Ended February 28, 2011 and 2010
											Cumulative From
									Cumulative From
			Years Ended								February 14, 2007
									February 14, 2007
			February 29,				February 28,				(Inception) to
	Years Ended February 28,								(Inception) to
			2012				2011				February 29, 2012
	2011				2010				February 28, 2011
Cash Flows from Operating Activities
Revenues	$	-			$	-			$	-
Net income (loss)			$	2,208,632			$	(2,736,483	)		$	(589,900	)
Operating expenses:
Items not affecting cash
General and Administrative		985,350				3,539				999,227
Expenses paid by stock				270,500				-				270,500
Travel		575,966								575,966
Income from sale of rights				(4,369,208	)			-				(4,369,208	)
Business development		664,708								664,708
Write-off of equipment				-				27,522				27,522
Professional services		412,158				16,059				460,330
				(1,890,076	)			(2,708,961	)			(4,661,086	)
		2,638,182				19,598				2,700,231
Changes in non-cash working capital items
Other income
Accounts payable				1,304,206				2,709,006				4,013,211
Foreign exchange loss	$	98,301			$	-			$	98,301
Accrued liabilities	)			(8,935	)			21,286				19,951
Net Loss and Comprehensive Loss	$	2,736,483			$	19,598			$	2,798,532
Advances				(48,480	)			-				(48,480	)
Net Loss per share: Basic and Diluted	$	(0.07	)		$	(0.00	)
Cash Flows (Used in) Generated from Operating Activities				(643,285	)			21,331				(676,404	)
Weighted average shares outstanding: Basic and Diluted		40,811,000				40,781,833
Cash Flows from Investing Activities
The Notes to the Financial Statements are an integral part of these financial statements.
Equipment acquired				-				(27,522	)			(27,522	)
Cash Flows from Financing Activities
Stock subscriptions received				255,500				-				255,500
Proceeds from issuance of common stock				475,613				-				536,763
Cash Flows Provided by Financing Activities				731,113				-				792,263
Net Increase (Decrease) in Cash				87,828				(6,191	)			88,337
Cash, Beginning of Period				509				6,700				-
Cash, End of Period			$	88,337			$	509			$	88,337
Supplemental Cash Flow Information
Interest paid			$	-			$	-			$	-
Income taxes paid			$	-			$	-			$	-
Non-Cash Financing Transactions
Increase in paid-in capital from stock dividend			$	-			$	-			$	3,458,862
Increase in accumulated deficit for stock dividend			$	-			$	-			$	3,493,800
The Notes to Financial Statements are an integral part of these financial statements.

F - 4

Sillenger Exploration Corp.
(An Exploration Stage Company)
Statements of Cash Flows
Statements of Stockholders' Equity (Deficit)
Years Ended February 28, 2011 and 2010
For the Period From February 14, 2007 (Inception) to February 29, 2012
							Cumulative From
	Common Stock						Additional paid-in			Shares to		Stock subscriptions		Accumulated other comprehensive		Accumulated deficit during exploration
							February 14, 2007
	Shares			Amount			capital			be issued		received		income					Total
	Years Ended February 28,						(Inception) to
Issuance of common stock for cash to a founder		3,000,000		$	3,000		$	-		$	-	$	-	$	-	$	-		$	3,000
	2011			2010			February 28, 2011
Net loss for the period		-			-			-			-		-		-		(7	)		(7	)
Cash Flows from Operating Activities
Balance, February 28, 2007		3,000,000			3,000			-			-		-		-		(7	)		2,993
Net Loss	$	(2,736,483	)	$	(19,598	)	$	(2,798,532	)
Issuance of common stock for cash at $0.01 per share		2,325,000			2,325			20,925			-		-		-		-			23,250
Items not affecting cash
Issuance of common stock for cash at $0.05 per share		498,000			498			24,402			-		-		-		-			24,900
Write-off of equipment		27,522			-			27,522
Net loss for the period		-			-			-			-		-		-		(10,054	)		(10,054	)
Foreign exchange loss		-			-			-
Balance, February 29, 2008		5,823,000			5,823			45,327			-		-		-		(10,061	)		41,089
		(2,708,961	)		(19,598	)		(2,771,010	)
Net loss for the period		-			-			-			-		-		-		(32,390	)		(32,390	)
Changes in non-cash working capital items
Balance, February 28, 2009		5,823,000			5,823			45,327			-		-		-		(42,451	)		8,699
Accounts payable		2,709,006			-			2,709,006
Stock dividend		34,938,000			34,938			3,458,862			-		-		-		(3,493,800	)		-
Accrued expenses		21,286			599			28,885
Issuance of common stock for cash at $0.20 per share		50,000			50			9,950			-		-		-		-			10,000
Cash Flows Generated From (Used in) Operating Activities		21,331			(18,999	)		(33,119	)
Net loss for the period		-			-			-			-		-		-		(19,598	)		(19,598	)
Cash Flows from Investing Activities
Balance, February 28, 2010		40,811,000			40,811			3,514,139			-		-		-		(3,555,849	)		(899	)
Equipment acquired		(27,522	)		-			(27,522	)
Net loss for the period		-			-			-			-		-		-		(2,736,483	)		(2,736,483	)
Cash Flows used in Investing Activities		(27,522	)		-			(27,522	)
Balance, February 28, 2011		40,811,000			40,811			3,514,139			-		-		-		(6,292,332	)		(2,737,382	)
Cash Flows from Financing Activities
Issuance for common stock units for cash		9,200,000			9,200			466,413			-		-		-		-			475,613
Proceeds from issuance of common stock		-			10,000			61,150
Issuance for common stock for services		7,700,000			7,700			300,300			-		-		-		-			308,000
Cash Flows Provided by Financing Activities		-			10,000			61,150
Issuance of common stock for debt settlement		3,620,000			3,620			141,180			-		-		-		-			144,800
Net Increase (Decrease) in Cash		(6,191	)		(8,999	)		509
Shares to be issued		-			-			-			100,000		-		-		-			100,000
Cash, Beginning of Period		6,700			15,699			-
Stock subscriptions received		-			-			-			-		255,500		-		-			255,500
Cash, End of Period		509			6,700			509
Unrealized gain on investment		-			-			-			-		-		208,569		-			208,569
Supplemental Cash Flow Information
Net income for the period		-			-			-			-		-		-		2,208,632			2,208,632
Interest paid	$	-		$	-		$	-
Balance, February 29, 2012		61,331,000		$	61,331		$	4,422,032		$	100,000	$	255,500	$	208,569	$	(4,083,700	)	$	963,732
Income taxes paid	$	-		$	-		$	-
The Notes to Financial Statements are an integral part of these financial statements.
Non-Cash Financing Transaction
Increase in paid-in capital from stock dividend	$	-		$	3,458,862		$	3,458,862
Increase in accumulated deficit for stock dividend	$	-		$	3,493,800		$	3,493,800
The Notes to the Financial Statements are an integral part of these financial statements.

F - 5

Sillenger Exploration Corp.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
Period From February 14, 2007 (Inception) to February 28, 2011
	Common Stock				Additional paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
Issuance of common stock for cash to founders		3,000,000	$	3,000	$	-	$			$	3,000
Net loss for the period ended February 28, 2007		-		-		-		(7	)		(7	)
Balance February 28, 2007		3,000,000		3,000		-		(7	)		2,993
Issuance of common stock for cash at $.01 per share		2,325,000		2,325		20,925		-			23,250
Issuance of common stock for cash at $.05 per share		498,000		498		24,402					24,900
Net loss for the year ended February 29, 2008		-		-		-		(10,054	)		(10,054	)
Balance, February 29, 2008		5,823,000		5,823		45,327		(10,061	)		41,089
Net loss for the year ended February 28, 2009		-		-		-		(32,390	)		(32,390	)
Balance, February 28, 2009		5,823,000		5,823		45,327		(42,451	)		8,699
Stock dividend		34,938,000		34,938		3,458,862		(3,493,800	)		-
Issuance of common stock for cash at $.20 per share		50,000		50		9,950		-			10,000
Net loss for the year ended February 28, 2010		-		-		-		(19,598	)		(19,598	)
Balance, February 28, 2010		40,811,000		40,811		3,514,139		(3,555,849	)		(899	)
Net loss for the year ended February 28, 2011		-		-		-		(2,736,483	)		(2,736,483	)
Balance, February 28, 2011		40,811,000	$	40,811	$	3,514,139	$	(6,292,332	)	$	(2,737,382	)
The Notes to the Financial Statements are an integral part of these financial statements.

F - 6

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

1	Basis of Presentation and Nature of Business

Sillenger Exploration Corp. (“Sillenger” or the “Company”) was incorporated in Nevada on February 14, 2007. Sillenger is an exploration stage company and has not yet realized any revenues from its planned operations. During the period ended February 2829, 2008, the Company had acquired a 100% interest in three mining claims in the Bulkley mining district of British Columbia, Canada for cash consideration of $379. ~~The property was being held in trust for the Company by a third party.~~ On May 15, 2009, the Company abandoned the mineral titles and re-staked them in order to reduce exploration costs. The Company’s rights to these claims expired in June 2011.

On May 26, 2010, Sillenger introduced its proprietary ~~CLP~~ Claims Licensing Program (“CLP”) which is designed to help governments to provide a fast-track process for issuing the necessary documentation to resource companies. The system helps reduce risk to exploration companies and helps market a country as an attractive investment destination. ~~This program is based on Mr. Gillespie’s (the Company’s majority shareholder, President and CEO) proprietary land claims management system.~~

On June 1, 2010, Sillenger, through its business partnership with FCMI Global Inc., (“FCMI”), whereby FCMI ~~assigns~~assigned trademarks, intellectual properties, contracts and agreements to Sillenger in exchange for 5% (percent) of Sillenger’s annual net income as per Sillenger’s audited financial statements, entered into a contract with the ~~Government~~government of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of ~~the~~certain ~~continental~~specific ~~region~~areas ~~(27,000 sq. km)~~ of Equatorial Guinea~~, known as Rio Muni, as well as 30 km of Continental Platform (4,500 sq~~. ~~km) off the Atlantic coastline.~~ The survey ~~will~~was to provide the Ministry of Mines, Industry and Energy of Equatorial Guinea a geological database of the region highlighting the locations where there may be the presence of mineral, hydrocarbon or groundwater deposits, and a preliminary identification of subsurface structures which may present exploration potential, and to identify the likeliest exploration targets within those deposits. In exchange, Sillenger was granted the mineral and hydrocarbon rights to 15% of the claim blocks in the entire area surveyed, as chosen by Sillenger, as well as a preferential right to any other claims that Sillenger desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

InOn ~~exchange~~June 11, 2010, Sillenger ~~was~~retained ~~granted~~Fugro ~~the~~Airborne ~~mineral~~Surveys, ~~and~~a ~~hydrocarbon~~subsidiary ~~rights~~of Fugro Group, to ~~15%~~conduct the airborne geophysical survey of the ~~claim~~Rio ~~blocks~~Muni inregion ~~the~~of ~~entire~~Equatorial ~~area~~Guinea. ~~surveyed,~~The assurvey ~~chosen~~would byhave ~~Sillenger,~~helped asto ~~well~~reveal asthe alocations ~~preferential~~of ~~right~~potential todeposits, ~~any~~and ~~other~~provide ~~claims~~a ~~that~~detailed ~~Sillenger~~reading ~~desires~~of the subsurface structures.

~~Sillenger~~In ~~will~~October ~~determine~~2010, ~~which~~the ~~claims~~Company itentered ~~will~~into ~~retain~~negotiations ~~for~~to ~~its~~finance ~~own~~the ~~account~~cost of this survey. As part of these negotiations, ~~and~~Sillenger ~~has~~fully ~~the~~assigned ~~right~~its commitment with Fugro Airborne Surveys to ~~market,~~a asthird ~~principal~~party. On orApril ~~joint-venture~~28, ~~any~~2011, ~~other~~Sillenger ~~properties~~executed toan ~~prospective~~agreement ~~mining~~with orIvory ~~oil~~Resources ~~interests~~Inc. (“Ivory”), Brilliant Resources Inc. [formerly Brilliant Mining Corp.] (“Brilliant”) and others, whereby Sillenger agreed to ~~retain~~accept and receive 7,407,407 units of Brilliant (“unit”) [with a ~~carried~~4 ~~interest~~month escrow] (Note 5) in ~~those~~exchange ~~properties.~~for ~~The~~Ivory ~~licensing~~acquiring ~~model~~from ~~reduces~~Sillenger the ~~Company’s~~agreement ~~risk~~with the government of the Republic of Equatorial Guinea, which isincluded ~~assumed~~certain bypreferential ~~the~~rights ~~exploration~~to ~~partners,~~request ~~who~~mining ~~benefit~~and/or ~~from~~oil ~~the~~concessions. ~~upside~~Each ~~when~~unit aconsists ~~deposit~~of isone ~~discovered,~~common ~~developed,~~share of Brilliant and ~~put~~one ~~into~~common ~~production~~share purchase warrant. ~~Optimally,~~Each ~~Sillenger~~warrant ~~simply~~will ~~retains~~entitle anthe ~~interest,~~holder ~~either~~thereof ~~through~~to ~~shares~~acquire orone ~~royalties,~~common inshare ~~every~~of ~~exploration,~~Brilliant ~~mining,~~upon ~~and~~the ~~oil~~payment ~~venture~~of ~~that~~$0.45 ~~occurs~~per onwarrant ~~its~~at ~~claims~~any time until 24 months following the date of issuance. As part of the agreement, inamounts ~~essence~~payable ~~becoming~~to aFCMI ~~claims~~were ~~and~~forgiven. On ~~portfolio~~July ~~manager~~12, ~~and~~2011, ~~receiving~~the ~~revenues~~Company ~~from~~closed ~~multiple~~its ~~sources~~transaction with Ivory, Brilliant and others.

FOn September 16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining(Note 6), hydrocarbons, water, and other natural resource projects. Sillenger’s obligations under this agreement include: use First African on an exclusive basis, pay set-up 7and execution fees to First African for the services provides and for country contracts successfully procured, include First African in any local, regional or international ventures as a 10% shareholder.

On November 25, 2011, Sillenger entered into an agreement with the Republic of Benin (“Benin Agreement”). Pursuant to the terms of the Benin Agreement, Sillenger will conduct an airborne geophysical survey of the landmass of Benin and the offshore territory in the Gulf of Guinea. The purpose of the survey is to compile a geophysical information database of Benin’s mining, hydrocarbon and water deposits, and analyze such data to identify the likeliest exploration targets within those deposits for potential mining and exploration opportunities. The government is particularly interested in the potential size of some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the Benin Agreement is two (2) years from the date of the Benin Agreement, which can be extended by agreement of the parties. The execution of the Benin Agreement was supposed to have been started by May 25, 2012, failing which the Republic of Benin has an option to terminate; this option has not been exercised.

F - 6

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

1	Basis of Presentation and Nature of Business (continued)

~~The~~Under ~~business~~the ~~partnership~~Benin Agreement, Sillenger will be granted certain exclusive preferential rights with ~~FCMI~~respect ~~entails~~to ~~fully~~fifteen ~~reimbursing~~percent ~~FCMI~~(15%) ~~for~~of ~~expenses~~the itsurface ~~incurs~~area inof ~~negotiating~~airborne ~~trademarks~~survey, ~~intellectual~~but ~~properties,~~also ~~contracts~~has ~~and~~first ~~agreements~~right ~~that~~of ~~are~~refusal ~~assigned~~on toall ~~Sillenger.~~unclaimed Atresource ~~February~~concessions ~~28,~~for ~~2011~~the duration of the ~~amount~~contract ~~included~~period. ~~under~~The ~~accounts~~Benin ~~payable~~Agreement ~~and~~requires ~~reimbursable~~the Republic of Benin to ~~FCMI~~provide ~~amounted~~the torequired $2permits,~~475~~ licenses,~~587~~ etc. to conduct the survey and to pursue any mining and or exploration opportunities.

OnThe ~~June~~Company ~~11,~~is ~~2010,~~currently ~~Sillenger~~in ~~retained Fugro Airborne Surveys, a subsidiary of Fugro Group, to conduct~~ the ~~airborne~~process ~~geophysical survey~~ of ~~the~~exploring ~~Rio~~potential ~~Muni~~sources ~~region~~ of ~~Equatorial~~financing ~~Guinea.~~for ~~The survey will help to reveal~~ the ~~locations~~Benin ~~of potential deposits, and provide a detailed reading of the subsurface structures~~Agreement.

In October 2010, the Company entered into negotiations to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources, Brilliant Mining and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant [with a 4 month escrow] in exchange for Ivory acquiring from Sillenger an agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists of one common share of Brilliant and one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of $0.45 per Warrant at any time until 24 months following the date of issuance. As part of the agreement, all the assets of FCMI Global Inc., including the amounts receivable from Sillenger Exploration Corp., would be transferred to a newly set up wholly owned subsidiary of Sillenger. As of the date of filing this 10K, the agreement had not closed

2	Going Concern

Sillenger has ~~recurring~~negative ~~losses~~working capital of $1,124,991 and ~~has~~an accumulated ~~operating~~deficit ~~losses~~ during the exploration stage of $24,~~798~~083,~~532~~700 as of February 2829, ~~2011~~2012. Sillenger's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Sillenger has not realized any revenues from operations. Without raising additional capital or realization of its investments, there would be substantial doubt about Sillenger’s ability to continue as a going concern. Sillenger's management plans on raising cash from public or private debt or equity financing, on an as needed basis, and in the longer term, from revenues from the acquisition, and exploration and development of mineral interests, if found. Sillenger's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

3	Summary of Critical Accounting Policies

~~Cash and Cash Equivalents~~Investment

~~F - 8~~Estimates

Foreign Currency Translation and Transactions

The Company’s reporting and functional currency is the U.S. dollar. Foreign currency denominated monetary balance sheet items are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for non-monetary balance sheet items and stockholders’ equity (deficit), and the average rate for the year for revenues, expenses, gains and losses. Foreign currency gains or losses on translation are included in the statements of comprehensive income (loss).

F - 7

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

3	Summary of Critical Accounting Policies (continued)

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions relate to, but are not limited to, estimation of accrued liabilities. Actual results could differ from those estimates.

Foreign Currency Translation and Transactions

The Company’s reporting and functional currency is the U.S. dollar. Foreign currency denominated monetary balance sheet items are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for non-monetary balance sheet items and shareholders’ equity, and the average rate for the year for revenues, expenses, gains and losses. Foreign currency gains or losses on translation are included in the statement of operations.

Fair Value of Financial Instruments

The Company ~~adopted~~follows Accounting Standards Codification (“ASC”) Topic 820 for all financial assets and liabilities measured at fair value on a recurring basis. ~~The Company adopted~~ ASC Topic 820 ~~effective February 28, 2010, for all non-financial assets and liabilities. ASC Topic 820~~ defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The statement establishes market or observable inputs as the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1 – Quoted prices in active markets for identical assets and liabilities.;

Level 3 – Significant inputs to the valuation model are unobservable.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

F - 9

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Financial Statements

Years Ended February 28, 2011 and 2010

3 Summary of Critical Accounting Policies (continued)

Fair Value of Financial Instruments (continued)

The carrying amounts on the accompanying balance sheet for cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value.

Income Taxes

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the periods. Diluted earnings (loss) per share reflects, in addition to the weighted average number of common shares, the potential dilution of stock ~~which~~resulting isfrom ~~not~~the ~~applicable~~exercise toof ~~Sillenger~~warrants. asThe warrants were excluded in the calculation of ~~February~~diluted ~~28,~~earnings ~~2011~~(loss) ~~and~~per ~~2010~~share because their effect is anti-dilutive.

F - 8

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended February 29, 2012 and February 28, 2011

4	Recently Issued Accounting Standards And Recently Adopted Accounting Pronouncements

~~Changes~~In inSeptember 2011, the Financial Accounting ~~Policies~~Standards ~~Including~~Board ~~Initial~~(“FASB”) ~~Adoption~~issued new accounting guidance intended to simplify goodwill impairment testing. Entities will be allowed to perform a qualitative assessment on goodwill impairment to determine whether it is more likely than not (defined as having a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have material impact on the Company’s results of operations or financial position.

In ~~August~~June ~~2009~~2011, the FASB issued ~~the~~new ~~FASB~~guidance ~~Accounting~~on ~~Standards~~the ~~Update~~presentation ~~No.~~of ~~2009-05~~comprehensive ~~“Fair~~income. ~~Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value”~~Specifically, ~~which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for~~ the ~~fair~~new ~~value measurement of liabilities. The~~ guidance ~~provided~~allows ~~in this update was effective for the first reporting period beginning after issuance. This update provides clarification that in circumstances in which a quoted price in~~ an ~~active market for the identical liability is not available, a reporting~~ entity ~~is required~~ to ~~measure~~present ~~fair~~components ~~value using one or more~~ of ~~the~~net ~~following~~income ~~techniques:~~and ~~(1)~~other acomprehensive ~~valuation~~income ~~technique~~in ~~that~~one ~~uses:~~continuous ~~(a)~~statement, ~~the~~referred ~~quoted~~to ~~price of the identical liability when traded~~ as ~~an asset; or (b) quoted prices for similar liabilities or similar liabilities when traded as assets; or (2) another valuation technique that is consistent with~~ the ~~principles~~statement of ~~topic~~comprehensive ~~820; two examples would be an~~ income ~~approach~~, ~~such as a present value technique,~~ or ain ~~market~~two ~~approach~~separate, ~~such~~but asconsecutive ~~a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability~~statements. The ~~amendments~~new inguidance ~~this~~eliminates ~~update also clarify that when estimating~~ the ~~fair~~current ~~value~~option ~~of a liability, a reporting entity is not required~~ to ~~include~~report ~~a separate input or adjustment to~~ other ~~inputs~~comprehensive ~~relating~~income toand ~~the~~its ~~existence~~components ofin ~~a restriction that prevents~~ the ~~transfer~~statement of ~~the~~changes ~~liability. The amendments~~ in ~~this~~equity. ~~update~~While ~~also~~the ~~clarify~~new ~~that~~guidance ~~both~~changes ~~a quoted price in an active market for~~ the ~~identical~~presentation ~~liability~~of ~~when~~comprehensive ~~traded~~income, asthere anare ~~asset in an active market when~~ no ~~adjustments~~changes to the ~~quoted~~components ~~price~~that ~~of the asset~~ are ~~required~~recognized ~~are~~in ~~Level~~net 1income ~~fair~~or ~~value~~other ~~measurements. The~~comprehensive ~~adoption~~income ofunder ~~the~~current accounting guidance. ~~did~~The ~~not have a material effect on the~~ Company’s ~~financial~~has ~~position,~~early-adopted ~~results~~this ~~of operations, cash flows or related disclosures~~guidance.

In May 2011, the FASB issued amendments to fair value measurement and disclosure requirements. This guidance amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. This includes clarification about the application of existing fair value measurement and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. In addition, to improve consistency in application across jurisdictions, some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word ―shall rather than ―should to describe the requirements in U.S. GAAP). This amended guidance was to be applied prospectively and was effective for the Company beginning with its third quarter of fiscal year 2012. The adoption of this guidance did not have material impact on the Company’s results of operations or financial position.

F - 9

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended February 29, 2012 and February 28, 2011

5	Investment

Investment represents 7,407,407 Units (“Units”) of Brilliant, a publicly traded entity on the Toronto Venture Stock Exchange. Each Unit, with a fair market value of approximately of $0.25CDN at the time of initial recognition, consists of one common share of Brilliant and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of Brilliant upon the payment of $0.45CDN per warrant at any time until 24 months following the date of issuance.

The shares have been valued using observable market prices and the warrants have been valued using the Black-Scholes option-pricing model.

The Units were received as part compensation to Sillenger for giving up its rights pertaining to Sillenger’s agreement with the government of the Republic of Equatorial Guinea. In addition, as part of this agreement, amounts payable by Sillenger to FCMI of $2,489,054 were forgiven.

On July 12, 2011, upon closing of the above transaction, the Company recognized $4,369,208 as “Other income” consisting of $2,489,054 representing amounts payable by Sillenger to FCMI, now forgiven, and $1,880,154 representing the fair value on July 12, 2011, of the Units of Brilliant.

On February 29, 2012, the fair value of the Units of Brilliant was $2,088,723. The fair value of the Units consists of the fair market value of the shares of $1,721,763 and the fair value of warrants valued using the Black-Scholes option-pricing model of $366,960. The increase in the value of the Units from the initial measurement date of July 12, 2011 of $208,569 was recorded as a component of other comprehensive income as “Unrealized gain on investment”.

The key inputs used in the February 29, 2012 and July 12, 2011 fair value calculations of the warrants are as follows:

	February 29, 2012			July 12, 2011

Current exercise price	$	0.45CDN		$	0.45CDN
Time to expiration (in years)		1.25			2.0
Risk-free interest rate		1.10	%		1.08	%
Estimated volatility		93	%		77	%
Dividend	NIL			NIL
Stock price at period end date	$	0.23CDN		$	0.23CDN

6	Related Party Transactions

On April 28, 2011, Sillenger entered into an agreement with a former director to compensate him for his role in procuring the agreements with the government of the Republic of Equatorial Guinea. Under the terms of the agreement, Sillenger has agreed to pay $150,000 and issue 2,000,000 Sillenger common shares (note 7). The $150,000 payment was contingent upon raising $400,000 of equity financing. The $150,000 was recognized as an expense for the year ended February 29, 2012. $66,000 of this amount remains unpaid as of February 29, 2012 and is included in accounts payable.

As of February 29, 2012, the Company had advanced $48,480 to First African in accordance with the terms of the agreement signed with First African (“First African Agreement”) on September 16, 2011. The advance is for short-term working capital financing and is interest free. A former non-executive director of Sillenger is a part shareholder of First African.

Under the terms of the First African Agreement, First African has two primary obligations: one, assist Sillenger to procure and set-up country contracts in Africa and the Middle East and two, assist with the execution phase of the contracts procured. First African is entitled to a fee for the successful completion of each of the two phases. Subsequent to the year end, on June 5, 2012, the Company and First African agreed to a fee of $950,000 for successful implementation of the set-up phase of the contract with the Republic of Benin dated November 25, 2011. The fee of $950,000 is due immediately and has been recorded as contract fees expense for the year ended February 29, 2012 and set-up as accounts payable as of February 29, 2012. Should this fee not be paid by November 30, 2012, the unpaid amount will be subject to an annual interest rate of 9%.

F - 10

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

In7 January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosures”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of the guidance did not have a material effect on the CompanyStockholders’s ~~financial~~Equity ~~position, results of operations, cash flows or related disclosures.~~(Deficit)

OnAt ~~February 24~~inception, ~~2010,~~Sillenger ~~the FASB~~ issued ~~Accounting~~3,000,000 ~~Standards~~shares ~~Update~~of ~~(“ASU”)~~stock ~~2010-09,~~to ~~effective~~its ~~immediately,~~founding ~~which~~shareholder ~~amended~~for ~~ASC Topic 855~~$3,000 ~~Subsequent Events~~cash. ~~The~~During ~~amendment~~the ~~was~~period ~~made~~ended toFebruary ~~address~~29, ~~concerns~~2008, ~~about~~Sillenger ~~conflicts~~issued ~~with~~2,823,600 ~~SEC~~shares ~~guidance~~of ~~and~~stock ~~other~~for ~~practice~~$48,150 ~~issues~~cash. ~~Among~~During the ~~provisions~~year ofended ~~the~~February ~~amendment~~28, 2010, the ~~FASB~~Company ~~defined~~issued a50,000 ~~new~~shares ~~type~~ of ~~entity,~~stock ~~termed~~for an$10,000 ~~“SEC~~cash. ~~filer~~Also,” ~~which~~during isthe anyear ~~entity~~ended ~~required~~February to28, ~~file~~2010, ~~with~~the orCompany ~~furnish~~declared ~~its~~a ~~financial~~6 ~~statements~~ to ~~the~~1 ~~SEC.~~stock ~~Entities~~dividend ~~other~~valued ~~than~~at ~~registrants~~$0.10 ~~whose~~per ~~financial~~share ~~statements~~at ~~are~~the ~~included~~grant date resulting in ~~SEC~~the ~~filings~~issuance ~~(e.g.~~of 34,938,000 ~~businesses~~shares orand ~~real~~a ~~estate~~non-cash ~~operations~~transaction ~~acquired~~recorded or to beadditional ~~acquired,~~paid-in ~~equity~~capital ~~method~~of ~~investees~~$3,458,862 and ~~entities~~accumulated ~~whose~~deficit ~~securities~~during ~~collateralize~~exploration ~~registered~~stage ~~securities)~~of ~~are not SEC filers~~$3,493,800. ~~While~~There anwere ~~SEC~~no ~~filer~~transactions isaffecting ~~still~~stockholders’ ~~required~~deficit byin ~~U.S. GAAP to evaluate subsequent events through~~ the ~~date~~year ~~its~~ended ~~financial~~February ~~statements are issued~~ 28, it2011 isother nothan ~~longer required to disclose in~~ the ~~financial~~net ~~statements~~loss, ~~that~~being ~~it has done so or~~ the ~~date~~comprehensive ~~through which subsequent events have been evaluated~~loss. ~~The~~During ~~Company does not believe~~ the ~~changes~~year ~~have~~ended aFebruary ~~material~~29, ~~impact~~2012, onthe ~~its~~Company ~~results~~issued ofshares ~~operations~~pursuant orto ~~financial~~the ~~position.~~following transactions:

On July 27, 2011, the Company issued and sold an aggregate of 4,400,000 ~~Recently~~common ~~Issued~~stock ~~Accounting~~units ~~Standards~~at ~~And~~a ~~Recently~~purchase ~~Adopted~~price ~~Accounting~~of ~~Pronouncements~~$0.05 per unit receiving proceeds of $230,544. Each unit is comprised of (~~continued~~i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per share.

~~Recently~~On ~~Issued~~August ~~Accounting~~5, ~~Pronouncements~~2011, the Company issued 4,000,000 shares of its common stock for a one year consulting services agreement at $0.04 per share. The agreement is with an independent energy consultant specializing in the prospect evaluation, reserve assessment, risk evaluation, subsurface geological and geophysical interpretation, and database management. On August 8, 2011, the Company issued 2,000,000 shares of its common stock at $0.04 per share to a director as part consideration for his efforts in closing the contract with the government of the Republic of Equatorial Guinea.

InOn ~~August~~September ~~2010~~12, 2011, the ~~FASB~~Company issued ~~ASU~~and ~~No.~~sold ~~2010-22,~~an ~~Accounting~~aggregate ~~for~~of ~~Various~~3,500,000 ~~Topics~~common –stock ~~Technical~~units ~~Corrections~~at toa ~~SEC~~purchase ~~Paragraphs~~price ~~this~~of ~~update~~$0.05 ~~amends~~per ~~various~~unit ~~SEC~~receiving ~~paragraphs~~proceeds ~~based~~of on$176,508. ~~external~~Each ~~comments~~unit ~~received~~is ~~and~~comprised ~~the~~of ~~issuance~~(i) one share of ~~SAB~~the ~~112,~~Company's ~~which~~common ~~amends~~stock orand ~~rescinds~~(ii) ~~portions~~a oftwo-year ~~certain~~½ ~~SAB~~warrant ~~topics~~to purchase 0.50 ~~The~~shares of the Company's iscommon ~~assessing~~stock. ~~the~~The ~~potential~~exercise ~~effect~~price ~~this~~applicable ~~guidance~~to ~~will~~the ~~have~~warrants onis ~~its~~$0.10 ~~financial~~per ~~statements~~share.

InOn ~~August~~September ~~2010~~14, 2011, the ~~FASB~~Company issued ~~ASU No. 2010-21~~200,000 ~~Accounting~~shares ~~for~~of ~~Technical~~its ~~Amendments~~common tostock ~~Various~~at ~~SEC Rules and Schedules~~$0.04 ~~This~~per ~~updates~~share ~~various SEC paragraphs pursuant~~ to ~~the~~a ~~issuance~~consulting offirm ~~Release~~as ~~No.~~one ~~33-9026:~~time ~~Technical~~consideration ~~Amendments~~for toadvice ~~Rules,~~regarding ~~Forms,~~financing ~~Schedules and Codification of Financial Reporting Policies~~matters. ~~The Company is assessing the potential effect this guidance will have on financial statements.~~

InOn ~~April~~September ~~2010~~23, 2011, the ~~FASB~~Company issued ~~ASU No. 2010-17~~1,500,000 ~~Revenue~~shares ~~Recognition - Milestone Method. The objective~~ of ~~this~~its ~~Update~~common isstock toat ~~provide~~$0.04 ~~guidance~~for ~~on defining~~ a ~~milestone~~sixteen ~~and~~month ~~determining~~administrative ~~when~~services itagreement ~~may~~commencing beSeptember ~~appropriate~~1, ~~to apply the milestone method of revenue recognition for research or development transactions~~2012. The ~~amendments~~agreement inis ~~this~~with ~~Update~~an ~~are~~independent ~~effective~~consultant ~~on a prospective basis~~ for ~~milestones~~bookkeeping, ~~achieved~~contracts inproofing ~~fiscal years,~~ and ~~interim~~administration ~~periods within those years, beginning on or after June 15, 2010~~services. ~~Early adoption is permitted. The Company does not anticipate that the adoption of this pronouncement will have a significant effect on its financial statements.~~

On November 7, 2011, the Company executed debt settlement agreement with one of its creditors. The Company issued 3,620,000 shares at $0.04 to settle a payable balance amounting to $144,800.

On December 6, 2011, the Company issued and sold an aggregate of 1,300,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $68,561. Each unit is comprised of (i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per Share.

On February 2, 2012, the Company executed debt settlement agreement with one of its creditors. The Company issued 2,500,000 shares at $0.04 to settle a payable balance amounting to $100,000. As of February 29, 2012, the $100,000 amount settled has been included as “shares to be issued” on the balance sheet; the shares were issued subsequent to the year end on March 3, 2012.

On January 30, 2012, the Board of Directors approved the increase in the Company’s authorized shares from 75,000,000 to 300,000,000.

In February 2012, the Company received a total of $255,500 in relation to the private placement that closed on April 5, 2012 (Note 11). This amount was shown as “stock subscriptions received” on the balance sheet as of February 29, 2012.

F - 11

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

In7 ~~April~~Stockholders’ ~~2010,~~Equity ~~the FASB issued ASU No. 2010-013, Compensation - Stock Compensation~~ (~~Topic 718~~Deficit): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades a consensus of the FASB Emerging Issues Task Force. ASU 2010-13 addresses the classification of an employee share-based award with an exercise price denominated in the currency of a market in which the underlying equity security trades. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company will comply with the additional disclosures required by this guidance upon its adoption in March 2011.(continued)

In October 2009, the FASB issued ASU No. 2009-13, Multiple Deliverable Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force (“ASU 2009-13”) (codified within ASC Topic 605). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is currently assessing the impact of ASU 2009-13 on its financial position, results of operations and cash flows.Warrants

~~Management~~As ~~does~~of ~~not~~February ~~believe that any other recently issued~~29, ~~but not yet effective accounting pronouncements~~2012, ifthe ~~adopted,~~Company ~~would~~has ~~have~~the afollowing ~~material~~warrants ~~effect~~to onpurchase ~~the~~common ~~accompanying~~stock ~~financial statements.~~outstanding:

5 Stockholders’ Equity

Date of issue	Number of Warrants issued	Warrant Exercise Price Per Share		Warrant Expiration Date
July 27, 2011	2,200,000	$	0.10	July 26, 2013
September 12, 2011	1,750,000	$	0.10	September 11, 2013
December 6, 2011	650,000	$	0.10	December 7, 2013

	4,600,000

At8 ~~inception,~~Financial Sillenger issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash. During the period ended February 28, 2008, Sillenger issued 2,823,600 shares of stock for $48,150 cash. During the year ended February 28, 2010, the Company issued 50,000 shares of stock for $ 10,000 cash. Also, during the year ended February 28, 2010, the company declared a 6 to 1 stock dividend valued at $0.10 per share at the grant date resulting in the issuance of 34,938,000 shares and a non-cash charge to additional paid-in capital of $3,458,862 and accumulated deficit of $3,493,800.Instruments

~~There~~Fair ~~were~~Value noof ~~transactions~~Financial affecting shareholders’ deficit in the year ended February 28, 2011 other than the net loss. The Company has not had any significant transactions that are required to be reported in other comprehensive income.Instruments

AsThe ofcarrying ~~February~~amounts ~~28,~~on ~~2011~~the ~~and~~accompanying ~~2010~~balance ~~there~~sheets ~~were~~for 40cash,~~811~~ advances,~~000~~ ~~shares~~accounts ofpayable ~~common~~and ~~stock~~accrued ~~issued~~liabilities ~~and~~are ~~outstanding~~carried at cost, which approximates fair value.

6Fair ~~Income Taxes~~Value Hierarchy

~~Income~~As ~~taxes~~of ~~are~~February ~~computed~~29, ~~using~~2012, the ~~asset~~fair ~~and~~value ~~liability method~~ of ~~accounting. Under~~ the ~~asset~~investment ~~and~~available ~~liability method, a deferred tax asset or liability is recognized~~ for ~~estimated~~sale ~~future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets~~ is ~~adjusted~~valued byunder aLevel ~~valuation allowance~~1, ifexcept ~~necessary,~~for ~~to recognize future tax benefits only to~~ the ~~extent~~warrants ~~that,~~component ~~based~~which ~~on available evidence, it~~ is ~~more~~valued ~~likely~~under ~~than~~Level ~~not those benefits will be realized~~2. The ~~Company’s~~investment ~~deferred~~is ~~tax~~the ~~assets~~only ~~were~~asset ~~fully~~measured ~~reserved~~ at ~~February~~fair ~~28, 2011 and February 28, 2010~~value.

F - 12

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes Toto Financial Statements

Years Ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011

As9 ofIncome February 28, 2011, the Company has federal net operating loss carryforwards of approximately $2,700,231 available to offset taxable income which expire in the year 2031. As the Company is based in Canada, there are no material state net operating loss carryforwards. Deferred tax assets consist of the following on February 28:Taxes

	2011			2010
Net operating loss carryforwards	$	2,700,231		$	19,598
Less: valuation allowance		(2,700,231	)		(19,598	)
Net deferred tax asset	$	-		$	-

Income taxes differ from the amount that would be computed by applying the Federal statutory income tax rate of 35% as of February 29, 2012 and February 28, 2011. The reasons for the differences are as follows:

7 Commitments and Contingencies

	2012			2011

Income (loss) before income taxes	$	2,208,632		$	(2,736,483	)

Income tax expense (recovery) at Federal statutory income tax rate	$	773,021			(957,769	)
Tax effect of non-deductible expenses		19,250			15,750
Recognition of tax attributes		72,999			-
Change in valuation allowance		(865,270	)		942,019
	$	-		$	-

~~Sillenger~~Deferred ~~neither~~tax ~~owns~~asset ~~nor leases any real or personal property. Lease or rental costs are immaterial to the financial statements~~ and ~~accordingly~~liability ~~are~~consist ~~not~~of ~~reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in~~ the ~~future. The Company does not have any commitments and contingencies other than those disclosed under Note 1.~~following:

8 Subsequent Events

	2012			2011

Loss carryforwards	$	152,810		$	945,081
Investment		(72,999	)		-
Valuation allowance		(79,811	)		(945,081	)
	$	-		$	-

OnAs ~~April~~of ~~28,~~February ~~2011~~29, ~~Sillenger executed an agreement with Ivory Resources~~2012, ~~Brilliant Mining and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant [with a 4 month hold period] in exchange for Ivory acquiring from Sillenger an agreement with~~ the ~~government~~Company ofhad ~~the~~net ~~Republic~~operating ofloss ~~Equatorial~~carryforwards ~~Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists~~ of ~~one Common Share and one Common Share purchase warrant of Brilliant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of~~ $~~0.45 per Warrant at any time until 24 months following the date of issuance. As part of the agreement~~436,599 ~~all~~available ~~the assets of FCMI Global Inc., including the amounts receivable from Sillenger Exploration Corp., would be transferred~~ to aoffset ~~newly~~future ~~set~~taxable ~~up wholly-owned subsidiary of Sillenger~~income. AsThese ofloss ~~the~~carryforwards ~~date~~expire ofin ~~filing this 10K, the agreement had not closed~~2031.

OnThe ~~April~~tax ~~28,~~years ~~2011,~~2007 ~~Sillenger~~through ~~also~~2011 ~~entered~~remain ~~into~~open ~~an agreement with Mr. Michel Ghostine~~ to ~~compensate~~examination ~~him~~by ~~for his role in~~ the ~~African~~major ~~deal. He~~taxing ~~who~~jurisdictions ~~was fundamental~~ in ~~acquiring~~which the ~~agreements~~Company ~~with~~operates. ~~the~~The ~~governments~~Company ofexpects ~~Equatorial~~no ~~Guinea~~material ~~and~~changes ~~Guinea-Bissau,~~to ~~and~~unrecognized hetax ispositions ~~also~~within athe ~~director~~next oftwelve ~~Sillenger~~months. ~~Under~~ ~~the~~As ~~terms of~~ the ~~agreement,~~Company ~~Sillenger~~is ~~has~~based ~~agreed~~in ~~to pay Mr. Ghostine $150~~Canada,~~000.00~~ ~~USD~~there ~~and~~are tono ~~issue~~material ~~him~~state ~~2,000,000~~net ~~shares~~operating ofloss ~~Sillenger’s common shares for his extensive efforts in securing the Equatorial Guinea contract~~carryforwards.

F - 13

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended February 29, 2012 and February 28, 2011

10	Commitments and Contingencies

Sillenger neither owns nor leases any real or personal property. Lease or rental costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. The Company does not have any commitments and contingencies other than those disclosed under Note 1.

Sillenger is a joint defendant to a statement of claim filed against the Company and other defendants on February 2, 2012 for damages in the amount of $190,000. Sillenger filed a statement of defense dated April 9, 2012 explicitly denying any liability. Further, Sillenger has stated in the statement of defense that it was provided a comprehensive release in respect of the transaction referred to by the defendant and has asked that the claims against Sillenger be dismissed.

11	Subsequent Event

In April 2012, the Company issued and sold an aggregate of 25,550,000 shares at a purchase price of $0.01 receiving proceeds of $255,500.

F - 14

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

Sillenger engaged MSCM LLP in June ~~2010~~2011. Sillenger auditors since its formation to June 18, ~~2010~~2011 were Silberstein Ungar, PLLC and there are no disagreements with the findings of said accountants.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, are controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation (with the participation of our CEO and CFO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective as of February 2829, ~~2011~~2012.

(b) Internal control over financial reporting

Management's annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that:

●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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

As required by Rule 13a-15(c) promulgated under the Exchange Act, our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of our internal control over financial reporting as of February 2829, ~~2011~~2012. Management's assessment took into consideration the size and complexity of the company and was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting -Guidance for Smaller Public Companies. In performing the assessment, management has concluded that our internal control over financial reporting was effective as of February 2829, ~~2011~~2012.

Attestation report of the registered public accounting firm

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Changes in internal control over financial reporting

There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of February 2829, ~~2011~~2012, John Gillespie, our President, Chief Executive Officer, and Chief Financial Officer has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

Item 9a(T) - Controls And Procedures.

See Item 9A - Controls and Procedures above.

Item 9B. Other Information.

None.

PART III

Item 10. Directors and Executive Officers, Promoters and Corporate Governance.

Identification of Directors and Executive Officers

The following table sets forth the names, positions and ages of our executive officer and directors.

Name	Age	Position	Since	Remarks
Michele Ghostine	52	Director	December 01, 2010
Michel Ghostine	53	Director	December 1, 2010	Resigned January 25, 2012
John Gillespie	6162	President and CEO, Director	May 12, 2010
Eliot York	51	Director	April 5, 2012
William B. Kerr	69	Director	April 5, 2012

There are no arrangements or understandings regarding the length of time a director of the Company is to serve in such a capacity.

Background of Officers and Directors

Set forth below is a brief description of the background and business experience of our current executive officers and directors:

John Gillespie

Mr. Gillespie has been the President and Chief Executive Officer of Sillenger since May 12, 2010. Mr. Gillespie has over thirty (30) years experience as a Senior Executive, including being President and Chief Executive Officer for major corporations. Mr. Gillespie brings senior corporate expertise in licensing, legal and royalty mechanisms to Sillenger. During the past decade, Mr. Gillespie has proven to be a visionary leader by engineering a wide range of solutions in licensing, real estate and land management, labor negotiations, legal frameworks, marketing and business development, administration, and rapid revenue growth. Prior to joining the Registrant, Mr. Gillespie served for seven years as Vice President of Operations for Pizzaville in Ontario, Canada. He served for two years as Vice President of Franchise and Real Estate Development with Afton Food Group, Inc., also in Ontario. He also served as Principal of Gillespie and Associates, where he provided major corporate clients with executive franchise advice on business development, legal, real estate, leasing and general business administration. From 1978 to 1997 he served as President and Chief Executive Officer for major companies, including Ryan's Pet Food, Inc.; Chicken Chicken, Inc.,; Goligers Travel, Inc.; and Pizza Pizza, Inc. Under his leadership, the companies grew rapidly, with combined sales of over $200 Million.

14 In 1987 Mr. Gillespie earned the honor of being awarded "Executive of the Year" by the Canadian Franchise Association (CFA) for his efforts in transforming the CFA into an organization dedicated to teaching and promoting ethical franchise methods and business practices. He also served as the organization’s Chairman from 1984 to 1986.

In 1987 Mr. Gillespie earned the honor of being awarded "Executive of the Year" by the Canadian Franchise Association (CFA) for his efforts in transforming the CFA into an organization dedicated to teaching and promoting ethical franchise methods and business practices. He also served as the organizations' Chairman from 1984 to 1986.

Mr. Gillespie does not hold a directorship in any other reporting company.

Mr. Michel Ghostine

On December 1, ~~2010~~2011 Sillenger announced announce the appointment of Mr. Michel Ghostine to the Board of Directors of Sillenger ~~Exploration Corp~~. Mr. Ghostine, born in Togo, has over 18 years of business experience in Africa, Europe and the Middle East. ~~Most recently,~~ Mr. Ghostine has ~~acted~~served as ~~representative~~an ~~and~~ advisor to ~~FCMI Global Inc, which conducts negotiations with African governments on behalf of Sillenger. Mr. Ghostine has served as advisor to~~ senior government leaders in many African countries, and has represented companies seeking business opportunities in Africa. Mr. Ghostine’s strengths align perfectly with Sillenger’s role in enabling developing countries to promote private sector growth, and establishing the foundations for a diversified economy, and more importantly, economic independence. Mr. Ghostine’s knowledge, experience, and guidance in Africa will be invaluable as we continue to establish our presence on the Continent. Mr. Ghostine resigned as Director of the Company on January 25, 2012.

Mr. Eliot York

Mr. Eliot York was appointed to the Board of Directors on April 5, 2012. He was born and raised in Toronto, Canada. Mr. York brings many years of business experience to the Sillenger’s Board of Directors. He is well traveled due to his many years as a Buyer for one of Canada’s premier shoe store chains and has a true sense of the global nature of the economy and how to guide Sillenger’s business in foreign markets. For the past 12 years Mr. York has been an owner/partner of the well-established business providing corporations with a full range of promotional and marketing initiatives and services, which brings him into contact with businesses in a myriad of sectors of the economy.

Mr. William B. Kerr

Mr. William B. Kerr appointed to the Board of Directors on April 5, 2012. He resides in the Town of Oakville. Mr. Kerr is a sole practitioner practicing out of Oakville, Ontario. He graduated from the University of Western Ontario where he received a B.A. (Hons.) and then from Osgoode Hall Law School where he received his LL.B. degree. He opened his law practice in 1972. His areas of practice involve Business Law, Real Estate and Wills and Estates. He is a past President of the Halton County Law Association. He has a long-term involvement with hockey from house league to junior and is an active member of various volunteer groups and associations including Rotary Club.

Term of Office

Our directors have been appointed to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Conflicts of Interest

We do not have any procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities.

During the last two years, prior to his appointment as an officer of the Company there has been no transaction or proposed transaction that the Company was or is a party to in which Mr. Gillespie had or is to have a direct or indirect material interest. Mr. Ghostine was instrumental in acquiring the agreements with the governments of Equatorial Guinea and Guinea-Bissau and the Company compensated him for his services as described above.

We do not expect any conflict of interest between any of our officers or directors and the Company in the future.

Significant Employees

Sillenger has no employees who are not executive officers, but who are expected to make a significant contribution to our business.

Involvement in Certain Legal Proceedings

During the past five years, none of our directors or officers have been:

● a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; ● convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of ~~anycourt~~any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or ● found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Family Relationships

There are no family relationships between any two or more of our directors or executive officers. There is no arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Audit Committee Financial Expert

Sillenger does not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors. Additionally, Sillenger does not have a member on its board of directors that has been designated as an audit committee "financial expert." Sillenger does not believe that the addition of such an expert would add anything meaningful to Sillenger at this time. It is also unlikely Sillenger would be able to attract an independent financial expert to serve on its Board of Directors at this stage of its development. In order to entice such a director to join its Board of Directors Sillenger would ~~probably~~ need to ~~acquire directors' errors and omission liability insurance and~~ provide some form of meaningful compensation to such a director; ~~two~~something ~~things~~ Sillenger is unable to afford at this time.

No Nominating Committee

We do not have a standing nominating committee, our Board of Directors is responsible for identifying new candidates for nomination to the Board. We have not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, our directors, executive officers (and certain other officers) and any persons holding more than 10% of our outstanding voting securities are required to report their ownership in our securities and any changes in that ownership to the SEC. Based solely upon reliance on the verbal and written representations of our director and officer, we believe we are in compliance with Section 16(a) of the Securities Exchange Act of 1934 . Under this section MsMr. ~~Carolyne~~Gillespie, ~~Sing~~Mr. isKerr ~~now~~and Mr. York are required to file a Form 3 initial report with the Securities and Exchange Commission and file a Form 4 for onany subsequent changes.

Other than as disclosed below, Ms. Carolyne Sing, our former President and Chief Executive Officer and Director, has not bought or sold any ~~subsequent~~securities ~~changes~~since February 14, 2007 when we issued 3,000,000 shares of our common stock to Ms. Sing, for an aggregate purchase price of $3,000. These shares were subsequently forward split to represent 21,000,000 shares of our common stock in March of 2009 along with all other issued and outstanding shares of Sillenger. On May 26, 2010, Ms. Sing closed an agreement with Mr. Gillespie to sell Mr. Gillespie her entire block of Sillenger shares, which represented a 51.46% controlling interest in Sillenger on May 26, 2011.

Other than as disclosed below, Ms. Sing has not bought or sold any securities since February 14, 2007 when we issued 3,000,000 shares of our common stock to Ms. Carolyne Sing, for an aggregate purchase price of $3,000.00. These shares were subsequently forward split to represent 21,000,000 share of our common stock in March of 2009 along with all other issued and outstanding shares of Sillenger. On May 26, 2010, Mrs. Sing closed an agreement with Mr Gillespie to sell Mr. Gillespie her entire block of Sillenger shares, which represents a 51.46% controlling interest in Sillenger.

Code of Ethics

Sillenger has not adopted a Code of Ethics at this time and the Board of Directors of Sillenger is reviewing the necessity of adopting such a document at this time by Sillenger given the composition of its Board of Directors and Officer and its scale of its operations at this time.

Item 11. Executive Compensation.

Summary Compensation of Executive Officers

The following table contains information concerning the compensation paid during our fiscal years ended February 2829, ~~2011~~2012, February 28, ~~2010~~2011 and February 28, ~~2009~~2010 to the persons who served as our Chief Executive Officer, and each of the two other most highly compensated executive officers during our 2012 fiscal year (collectively, the "Named Executive Officers").

Executive Officers, and each of the two other most highly compensated executive officers during our 2011 fiscal year (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	~~Year~~Salary ($)	~~Salary~~Bonus ($)	~~Bonus~~Stock Awards ($)	~~Stock~~Option Awards ($)	~~Option~~Non-Equity ~~Awards~~Incentive Plan Compensation ($)	~~Non-Equity~~Change ~~Incentive~~in ~~Plan~~Pension Value and Nonqualified Deferred Compensation Earnings ($)	~~Change~~All inOther ~~Pension Value and Nonqualified Deferred~~ Compensation ~~Earnings~~ ($)	~~All~~Total ~~Other Compensation~~ ($)	~~Total ($)~~
John Gillespie President and CEO and Ms Carolyne Sing(1)		2011 2010 2009	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
John Gillespie President and CEO and Carolyne Sing (1)	2012 2011 2010	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

(1) Ms. Sing was appointed President, CEO, Treasurer, Secretary and a Director of the Company on February 14, 2007, the date of our formation. Ms. Sing resigned as President and CEO for Sillenger on May 12, 2010. Mr. John Gillespie was appointed President and CEO of Sillenger in her place. There was no compensation paid to Ms. Sing in the three years indicated above.

Compensation of Directors

Director Compensation Table

The following table sets forth all compensation awarded to, earned by, or paid for services rendered to us in all capacities during the fiscal years ended February 2829, ~~2011~~2012, February 28, ~~2010~~2011 and February 2928, ~~2009~~2010, by our directors.

Name	Year	Fees Earned or Paid in Cash ($)	Stock Awards or Options (#)	All other Compensation ($)
John Gillespie, Mr. Michel Ghostine	2011	None	None	None
John Gillespie, Mr. Michel Ghostine, Mr. Eliot York, Mr. William B. Kerr	2012	None	None	None
	2011	None	None	None
	2010	None	None	None
	2009	None	None	None

General

Sillenger's officers and directors for the years ended February 2829, ~~2011~~2012, February 28, ~~2010~~2011, and February 28, ~~2009~~2010 have not received any compensation for their services rendered to Sillenger since inception. Mr. John Gillespie, Mr. Michel Ghostine, ~~and ‘~~Ms. Carolyne Sing, ~~has~~Mr. Eliot York and Mr. William B. Kerr have all agreed to act without compensation until authorized by the Board of Directors. Further, Sillenger is not accruing any compensation pursuant to any agreement.

Equity Compensation Plan

We do not presently have aan equity compensation plan or stock option plan but intend to develop an incentive based stock option plan for our officers and directors in the future and may reserve up to 20% of our outstanding shares of common stock for that purpose.

Employment Contracts and Termination of Employment or Change of Control

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by Sillenger for the benefit of its employees.

No Compensation Committee

We do not have a compensation committee. The functions of the compensation committee are currently carried out by our Board of Directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Principal Stockholders, Directors and Officers

The following table sets forth certain information as of May 31, ~~2011~~2012, regarding the beneficial ownership of Sillenger's Common Stock by (i) each stockholder known by Sillenger to be the beneficial owner of more than 5% of Sillenger's Common Stock, (ii) by each Director and executive officer of Sillenger and (iii) by all executive officer and Directors of Sillenger as a group. Each of the persons named in the table has sole voting and investment power with respect to Common Stock beneficially owned.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class(3)
John Gillespie President and Chief Executive Officer 44 Charles St West Suite 719 Toronto, Ontario M4Y 1R7	21,000,000(2) (Restricted securities as defined in the Securities Act of 1933 )	5123.465%
All officers and directors as a group (1 person)	21,000,000(2) (Restricted securities as defined in the Securities Act of 1933)	51.46%
Eliot York, Director 32 Brackenwwo Ave., Richmond Hill, Ontario L4W 5P9	50,000 (Restricted securities as defined in the Securities Act of 1933 )	0.056%
William B. Kerr 233 Robinson Street Oakville Ontario L6J 4Z5	626,000 (Restricted securities as defined in the Securities Act of 1933 )	0.7%
All officers and directors as a group (1 person)	21,676,000(2) (Restricted securities as defined in the Securities Act of 1933 )	24.26%

Notes

1.	Unless otherwise indicated, the named party is believed to have sole investment and voting control of the shares set forth in the above table.

2. On May 26, 2010, Mr. Gillespie acquired 21,000,000 shares of the common stock of Sillenger previously held by Ms. Carolyne Sing. These shares represent a controlling interest in Sillenger on that date.

3. The percent of class is based on 4089,~~811~~331,000 shares of common stock issued and outstanding as of May 31, ~~2011~~2012.

There are currently no options, warrants, rights or other securities conversion privileges granted to our officer, director or beneficial owner.

Equity Compensation Plan

We did not have an equity compensation plan in place during the fiscal year ended February 2829, ~~2010~~2012.

Changes in Control

On May 26, 2010, Mr. Gillespie acquired 21,000,000 shares of the common stock of Sillenger previously held by Ms. Carolyne Sing. These shares represent Ms. Sing's entire block of Sillenger shares, which ~~represents~~represented a 51.46% controlling interest in Sillenger on that date.

There are no present arrangements or pledges of Sillenger's securities which may result in a change in control of Sillenger.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

On February 14, 2007, our sole Director and Officer, at the time, Carolyne Sing acquired 3,000,000 shares of our common stock at a price of $0.001 for proceeds of $3,000. These shares were subsequently forward split to represent 21,000,000 ~~share~~shares of our common stock in March of 2009. On May 26, 2010, ~~Mrs~~Ms. Sing closed an agreement with Mr. Gillespie to sell Mr. Gillespie her entire block of Sillenger shares, which ~~represents~~represented a 51.46% controlling interest in Sillenger on that date.

In return for Ms. Sing holding the Bulkley mineral claims in trust for us, Sillenger agreed to make payments on behalf of Ms. Sing holding to keep the claim on good standing with the Province of British Columbia. We anticipate the amount of the payments to be made on behalf of Ms. Sing to be CDN $2,200 annually. These claims expired in June 2011.

Except as noted above, none of the following parties has, since our inception on February 14, 2007, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

● Any of our directors or officers;

● Any person proposed as a nominee for election as a director;

● Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

● Any of our promoters;

● Any relative or spouse of any of the foregoing persons who has the same house as such person.

The promoter of our company is Mr. John Gillespie. Except for the transactions with Ms. Sing noted above, there is nothing of value to be received by each promoter, either directly or indirectly, from us. Additionally, except for the transactions noted above, there have been no assets acquired or are any assets to be acquired from each promoter, either directly or indirectly, from us.

Director Independence

We currently ~~do not~~ have ~~any~~two independent directors, as the term "independent" is defined by Nasdaq Marketplace Rule 4200(a)(15). An "independent director" means a person other than an executive officer or employee of the issuer or any other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent ~~judgement~~judgment in carrying out the responsibilities of a director, and includes any director who accepted any compensation from the issuer in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of the issuer's stock will not preclude a director from being independent.

We currently ~~only~~ have three ~~two~~ directors on our Board of Directors~~, Mr~~. ~~John Gillespie and Mr. Michel Ghostine.~~

The Company is currently traded on the OTCQB, which does not require that a majority of the Board be independent.

We do not have a compensation committee, nominating committee or audit committee. The functions of these committees are performed by our Board of Directors.

Item 14. Principal Accountant Fees and Services.

Fees and Services

Audit and review fees:

MSCM LLP is the Company’s independent auditors. Audit and review fees for the year ended February 2829, ~~2011~~2012 are estimated to be $5463,000 for MSCM LLP. Audit and review fees for. Silberstein Ungar, PLLC for the years ended February 2829, ~~2011~~2012 and ~~2010~~ 2011 totaled $~~4,000~~0 and $64,~~550~~000 respectively. MSCM LLP was hired in June ~~2010~~2011.

Tax fees:

Tax fees for the year ended February 2829, ~~2011~~2012 are estimated to be $0 ~~and~~ for MSCM ~~and~~LLP for ~~Silberstein Ungar, PLLC for~~ the years ended February 2829, ~~2011~~2012 and ~~2010 totaled $0~~February ~~and~~28, ~~$250~~ 2011 respectively.

All other fees

For the years ended February 2829, ~~2011~~2012 and ~~2010~~February 28, 2011, the Company was not billed for products and services other than those described above.

Pre-Approval Policies and Procedures

We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our Board of Directors has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and review assurance services.

We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the audit committee effective during fiscal ~~2011~~2012. The board has adopted policies and procedures for pre-approving work performed by our principal accountants.

After careful consideration, the Board of Directors has determined that payment of the above audit fees is in conformance with the independent status of our company's principal independent accountants. Before engaging the auditors in additional services, the Board of Directors considers how these services will impact the entire engagement and independence factors.

PART IV

Item 15. Exhibits, Financial Statement and Schedules

(1) and (2) Consolidated Financial Statements and Financial Statement Schedule

These documents are included in the response to Item 8 of this report. See the indent on page 7.

(3) Exhibits

The following exhibits are filed with this ~~reports~~report

Exhibit Number Exhibit Title

3.1

Articles of Incorporation (incorporated by reference from our Form SB-1 Registration Statement filed on July 2, 2008).

3.2.

Bylaws (incorporated by reference from our Form S-B-1 Registration Statement, filed July 2, 2008).

10.1

Buckley Declaration on Trust concerning our mineral claims (incorporated by reference from our Form S-1 Registration Statement, filed June 2, 2008).

10.2 Consulting Agreement with Allan P. Juhas dated May 21, 2010 (incorporated by reference from our Form 8-K filed on May 21, ~~2010~~2011).

10.3

Consulting Agreement with Carob Management Limited dated May 21, 2010 (incorporated by reference from our Form 8-K filed May 26, 2010).

10.4

Share Purchase Agreement dated May 26, 2010 between John Gillespie and Carolyn Sing (incorporated by reference from our Form 8-K filed on June 2, 2010.)

10.5 Survey Agreement dated June 11, ~~2010~~2011 between Sillenger Exploration Corp. and Fugro ~~Airbourne~~Airborne Surveys Corp. (incorporated by reference form our Form 8-K filed June 14, 2010).

10.6 Settlement Agreement dated April 28, 2011 between Sillenger Exploration Corp., Brilliant Mining Corp. and other parties (incorporated by reference from our Form 8-K filed on June 10, ~~2011~~2010).

10.7

Termination of Agency Association Agreement dated April 28, 2011 between Sillenger Exploration Corp. and Mr. Michel Ghostine (incorporated by reference from our Form 8-K filed on June 10, 2011).

2310..18 ~~Consent~~Fee ofAgreement ~~Silberstein~~between ~~Ungar,~~Sillenger ~~PLLC,~~Exploration ~~Independent~~Corp. ~~Registered~~and ~~Public~~First ~~Accounting~~African ~~Firm~~Exploration Corp. dated June 5, 2012.

10.9

Letter of Engagement between Sillenger Exploration Corp. and First African Exploration Corp. dated June 5, 2012.

31. a

Section 906 Certificate of CEO.

31. b

Section 906 Certificate of CFO.

32. a

Section 302 Certificate of CEO & CFO.

101

Interactive data files pursuant to Rule 405 fo Regulation S-T.

SIGNATURES

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

	SILLENGER EXPLORATION CORP.
	By:	/s/ John Gillespie
		By: John Gillespie, President and Chief Executive Officer
		Date: June 15, 2011
		Date: June 13, 2012

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

/s/ John Gillespie By: John Gillespie, President and Chief Executive Officer Date: June 1513, ~~2010~~2012 /s/ John Gillespie By: John Gillespie, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and Director Date: June 1513, ~~2010~~2012

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