SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~November~~January 816, ~~2011~~2012

Date of Report (Date of earliest event reported)

GUINNESS EXPLORATION, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

Commission File # 000-53375

(Commission File Number)

98-0465540

(IRS Employer Identification Number)

Suite 12E, 156 Vincent Street, Auckland City 1010, New Zealand

(Address of principal executive offices)

509.252.9157

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

SECTION 8 – OTHER EVENTS

Item 8.01 – Other Events

Guinness Exploration Inc. (“Guinness”), 'OTC-BB: GNXP', reported today its partner Ansell Capital Corp. (“Ansell”), 'TSX: ACP', has ~~received~~released results of the ~~second~~third and final set of assays from the 2011 summer drilling program on the Charlotte Project in the Mount Nansen area of the Yukon Territory, Canada.

Highlighting the assay analysis by Ansell isare ~~their~~the ~~finding~~following ~~that~~remarks:

"Drilling this year has intersected broad well-mineralized zones, enhancing the potential for a bulk mineable deposit to be hosted on the property."

"This year’s drilling confirmed and expanded known high grade gold and silver vein hosted mineralization. The ~~full~~strike ~~press~~length ~~release~~of ~~issued~~the ~~today~~deposit, byon ~~Ansell~~the isFlex asZone ~~follows:~~alone, has been extended to 580 metres long and up to 90 metres wide and remains open to the south, southwest and at depth."

We"This ~~are~~year’s ~~pleased~~regional togeochemistry ~~announce~~soil ~~additional~~program, ~~assay~~along ~~results~~with ~~from~~geophysics ~~the~~and ~~summer~~geological ~~2011~~mapping, ~~drill~~has ~~program~~identified at6 ~~the~~new ~~Charlotte~~targets, ~~gold project~~ in ~~the Tintina gold belt, Yukon. In~~ addition, weto ~~are~~several ~~reporting~~other ~~silver~~targets ~~analyses~~from ~~for~~previous ~~the drill holes previously reported with gold only (September 6, 2011)~~work..."

~~Complete~~The ~~assays~~full ~~have~~press ~~now~~release ~~been~~issued ~~received~~by ~~for~~Ansell ~~sixteen~~is ofas the twenty-one diamond drill holes completed on the Flex and Orloff King Zones at the Charlotte property located in the prolific Tintina belt. This includes 2766 metres of the total 3654 metres drilled. Results of the remaining five holes are pending and will be reported when received. Four of the remaining five holes were drilled on the Flex Zone and are off-sets of existing holes and one was drilled on the Orloff-King Zone.follows:

~~Previous~~Ansell ~~historical~~Capital ~~drilling~~Corp. by(“Ansell”) ~~other~~(ACP-TSX-V) ~~operators~~is inpleased ~~the~~to ~~general~~announce ~~area~~the ~~returned~~final ~~encouraging~~assay results ~~such~~from asthe ~~drill~~summer ~~holes~~2011 ~~DDH-10-243,~~drill ~~which~~program ~~contained~~at anthe ~~intersection~~Charlotte ofgold ~~28.9~~project ~~metres~~in ~~averaging~~the ~~5.06~~Tintina ~~grams per tonne (g/t)~~ gold ~~and DDH-10-248~~belt, ~~which contained 8~~Yukon.~~60 metres averaging 5.00 g/t gold.~~

Complete assays have now been received for all of the twenty-one diamond drill holes completed on the Flex and Orloff King Zones at the Charlotte property located in the prolific Tintina belt. Results for the first nine holes drilled were released by Ansell on September 6th, 2011. Results from an additional seven holes were released by Ansell on November 8th, 2011. This release is a release of the results from the remaining five holes.

The drill program for summer 2011 comprised of 21 holes for a total of 3654 metres.

Drilling this year has intersected broad well-mineralized zones, enhancing the potential for a bulk mineable deposit to be hosted on the property.

Highlights from the final holes include:

● DDH-11-257 9.85 g/t Au, 191.4 g/t Ag over 23.05 m (including 37.91 g/t Au, 782.1 g/t Ag over 5.19 m)

●	DDH-11-271	8.19 g/t Au, 193.4 g/t Ag over 15.53m
●	DDH-11-272	6.56 g/t Au, 162.5 g/t Ag over 16.66m
●	DDH-11-274	5.84 g/t Au, 156.7 g/t Ag over 4.80m
	and	4.08 g/t Au, 212.5 g/t Ag over 12.02m

●Detailed ~~DDH-11-254~~results ~~3.38~~are ~~g/t~~shown ~~Au,~~in ~~130.3~~the ~~g/t~~following ~~At over 12.40 m~~tables:

~~● DDH~~-~~11-255~~ ~~2.29 g/t Au, 63.~~1 ~~g/t Ag over 18.45 m~~-

● DDH-11-259 3.00 g/t Au, 204.2 g/t Ag over 14.55 m

	From (m)	To (m)	Thk	g/t Au	g/t Ag
DDH-11-270	23.60	25.60	2.00	0.46	12.1

Az 065	39.63	44.75	5.12	0.49	7.8
Dip -45
Orloff King Zone: 70m SE of DDH-11-269 (Az 060, dip -65), following up on 2010 trench results

● DDH-11-258 2.45 g/t Au, 76.4 g/t Ag over 12.50 m

		From (m)	To (m)	Thk	g/t Au	g/t Ag
DDH-11-271		35.62	51.15	15.53	8.19	193.4
Az 042	includes	36.60	38.00	1.40	51.84	557.7
Dip -50	includes	47.87	51.15	3.28	15.02	621.4

		104.73	106.40	1.67	20.38	405.6

		140.80	143.50	2.70	7.93	61.6
	includes	142.10	142.85	0.75	21.10	133.0

		150.35	153.10	2.75	0.51	2.5
Flex Zone: 6m step out due W of DDH-11-257 (Az 045, dip -50)

● DDH-11-262 11.71 g/t Au, 141.9 g/t Ag over 6.60 m

		From (m)	To (m)	Thk	g/t Au	g/t Ag
DDH-11-272		47.71	50.50	2.79	1.01	6.8
Az 041
Dip -51		89.14	105.80	16.66	6.56	162.5
	includes	99.70	105.80	6.10	17.42	440.2
	includes	99.70	100.75	1.05	52.55	1865.0
	includes	103.40	105.80	2.40	21.00	284.0

		175.30	177.61	2.31	1.25	2.9
Flex Zone: 25m step out SW of DDH-11-243/DDH-11-257 (Az 045, dip -50)

● DDH-11-263 9.16 g/t Au, 488.3 g/t Ag over 3.20 m

	From (m)	To (m)	Thk	g/t Au	g/t Ag
DDH-11-273	75.30	77.10	1.80	0.30	2.2
Az 073
Dip -50	122.87	127.30	4.43	0.49	2.1

	135.50	136.50	1.00	0.78	10.0

	141.80	145.60	3.80	1.80	67.4

	181.40	185.50	4.10	2.86	11.8
Flex Zone: 25m step out SW of DDH-11-260/260b (Az 075, dip -50)

~~Detailed~~- ~~results~~2 ~~are shown in the following table:~~-

Hole From To Width Au Ag (m) (m) (m) g/t g/t

		From (m)	To (m)	Thk	g/t Au	g/t Ag
DDH-11-274		74.17	76.30	2.13	0.56	14.1
Az 080
Dip -61		79.50	84.30	4.80	5.84	156.7
	includes	81.00	81.71	0.71	34.65	589.0

		118.90	130.92	12.02	4.08	212.5
	includes	120.12	122.18	2.06	8.14	122.4
	includes	125.10	127.80	2.70	10.79	762.3

		176.22	181.20	4.98	1.69	87.3
Flex Zone: 25m step out SW of DDH-10-241 (Az 078, dip -60)

DDH-11-254		92.40	104.80	12.40	3.38	130.33
Az 060	includes	97.20	98.50	1.30	22.21	541.00
Dip -65
		118.00	125.30	7.30	1.11	38.70
Flex Zone
		148.60	154.00	5.40	3.09	57.77
	includes	150.60	154.00	3.40	4.45	89.34

Laboratory analyses were performed by Acme Laboratories, of Vancouver. It should be noted that no cutting of high grade samples has been applied. A minimum cut-off grade of 0.25 g/t Au was applied when expending mineralized zones across lower grade material (i.e. the grade of an extension out from higher grade material must exceed 0.25 g/t Au).

DDH-11-255		108.10	111.00	2.90	1.03	16.37
Az 078
Dip -65		112.90	114.25	1.35	1.22	0.40
Flex Zone		118.15	136.60	18.45	2.29	63.06
	includes	126.00	133.50	7.50	5.14	150.55

Results are reported with down-hole widths. The Flex zone dips steeply to the west to southwest. With the holes being drilled perpendicular to the strike and with collar dips ranging from 50° to 65° from vertical, true widths will vary between 60% and 90% of down-hole widths. For the Orloff King zone, there has been insufficient drilling to determine the average dip and thus the true widths.

DDH-11-256		23.30	27.90	4.60	0.41	1.30
Az 078
Dip -50		56.90	58.60	1.70	1.47	4.80
Flex Zone		71.15	81.10	9.95	3.83	69.90
	includes	77.50	81.10	3.60	7.63	74.52
		91.60	97.00	5.40	1.13	43.48
	includes	93.00	93.50	0.50	9.64	302.00

This year’s drilling confirmed and expanded known high grade gold and silver vein hosted mineralization. The strike length of the deposit, on the Flex Zone alone, has been extended to 580 metres long and up to 90 metres wide and remains open to the south, southwest and at depth.

DDH-11-257		20.12	22.12	2.00	0.80	10.75
Az 038
		30.30	53.35	23.05	11.04	191.38
Flex Zone	includes	47.66	52.85	5.19	37.91	782.06

The current working deposit model is similar to other surrounding vein deposits (the Webber, Huestis, and the past producing Brown-McDade as well as to the Flex deposit), forming a set of mineralizing shears. The mineralizing fluids filled in pockets formed during an extension period and have been subsequently faulted. The deposit is a braided series of gold-silver bearing quartz veins accompanied by significant base metal mineralization. The veins crosscut both the gneisses of the Yukon Terrane and the intruded feldspar and quartz feldspar porphyries of the Mt. Nansen volcanics. The northern extension of the deposit has been intersected by the Webber Creek fault, a dextral strike-slip fault with unknown horizontal and vertical displacement. It is hypothesised that the extension is to the NE, and this presents an attractive target for the 2012 exploration program

DDH-11-258		29.82	32.90	3.08	3.29	7.36
Az 045	includes	31.80	32.90	1.10	8.26	11.30
Dip -52
		50.90	63.40	12.50	2.45	76.38
Flex Zone	includes	57.90	63.40	5.50	4.31	155.71
	includes	61.85	62.55	0.70	16.00	256.00
		69.20	77.15	7.95	1.78	44.89
	includes	75.00	75.90	0.90	10.30	200.00
		85.00	88.05	3.05	0.44	5.06

This year’s regional geochemistry soil program, along with geophysics and geological mapping, has identified 6 new targets, in addition to several other targets from previous work, located up to 5 km from the Flex Zone, but still on Ansell’s Charlotte Property.

DDH-11-259		55.90	70.45	14.55	3.00	204.24
Az 079	includes	58.10	60.30	2.20	16.26	1242.27
Dip -50
		83.50	92.15	8.65	3.41	29.32
Flex Zone	includes	88.30	92.15	3.85	6.94	56.17
	includes	89.85	90.55	0.70	18.60	117.00
		120.20	122.70	2.50	1.64	12.34
		127.30	133.23	5.93	1.21	37.84
	includes	128.15	129.40	1.25	4.56	160.95

Hole		From	To	Width	Au	Ag
		(m)	(m)	(m)	g/t	g/t
DDH-11-260b		45.12	63.41	18.29	1.45	4.70
Az 071	includes	58.75	63.41	4.66	4.37	6.07
Dip -50
		119.00	126.70	7.70	3.10	119.72
Flex Zone	includes	121.65	122.95	1.30	16.21	689.50
		254.74	264.60	9.86	0.36	11.66

DDH-11-261	24.90	25.25	0.35	9.70	3.20
Az 045
Dip -50	53.10	69.00	15.90	0.89	8.83
Flex Zone	116.58	119.80	3.22	2.16	133.21

DDH-11-262		97.85	99.60	1.75	0.90	2.03
Az 045
Dip -50		107.40	114.00	6.60	11.71	141.87
Flex Zone	includes	107.40	108.60	1.20	62.80	771.00

DDH-11-263		17.35	21.85	4.50	1.52	6.76
Az 052
Dip -50		30.50	31.55	1.05	1.25	3.50
Flex Zone		82.50	85.70	3.20	9.16	488.25
	includes	83.85	84.30	0.45	60.90	3288.00
		93.70	105.50	11.80	0.52	11.95
		166.30	174.30	8.00	0.47	8.25

DDH-11-264	36.10	50.60	14.50	0.37	3.30
Az 045
Dip -50
Flex Zone

DDH-11-265		44.10	45.35	1.25	2.83	0.20
Az 075
Dip -65		117.45	120.85	3.40	1.01	58.85
	includes	117.45	118.25	0.80	2.40	181.00
Flex Zone
		132.80	139.30	6.50	1.00	20.85

DDH-11-266	37.00	39.94	2.94	0.81	0.65
Az 075
Dip -50	68.00	69.70	1.70	1.44	54.94
Flex Zone	77.70	78.50	0.80	3.65	9.70
	143.00	144.60	1.60	2.08	9.80

Hole	From	To	Width	Au	Ag
	(m)	(m)	(m)	g/t	g/t
DDH-11-267	9.90	15.90	6.00	0.46	4.21
Az 055
Dip -65	95.35	97.25	1.90	1.75	30.55
Orloff King Zone	104.20	104.85	0.65	2.08	8.51
	185.65	191.90	6.25	0.51	1.50

DDH-11-268	75.15	75.70	0.55	1.58	48.70
Az 065
Dip -50
Orloff King Zone	86.70	87.45	0.75	1.21	29.50

DDH-11-269	32.47	35.55	3.08	0.38	0.77
Az 230
Dip -50
Orloff King Zone	68.58	76.95	8.37	0.33	30.42

Laboratory analyses were performed by Acme Laboratories, of Vancouver. Two analyses were received for one sample in DDH-11-257, and the average of the two has been used here. It should be noted that no cutting of high grade samples has been applied. At this time, the company has insufficient data to apply a cutting factor that is statistically relevant to this property.

Results are reported with down-hole widths. The Flex zone dips steeply to the west or southwest. With the holes being drilled perpendicular to the strike and with collar dips ranging from 50° to 65° from vertical, true widths will vary between 60% and 90% of down-hole widths. For the Orloff King zone, there has been insufficient drilling to determine the average dip and thus the true widths.

Charlotte Property, Yukon

The property is located in the Whitehorse Mining District, Yukon, approximately 180 kilometres northwest of Whitehorse and 60 kilometres west of Village of Carmacks in the Yukon.

~~The property lies in a historic gold/silver mining district. Intense exploration activities have been carried out since 1899 in the area. Four distinct gold~~- ~~and~~3 ~~silver~~-mineralized zones (the Brown-McDade zone, the Webber zone, the Huestis zone and the Flex zone) have been identified and all but the Flex Zone have been mined historically. The last operator on the property was BYG Natural Resources Ltd.

The property lies in a historic gold/silver mining district. Intense exploration activities have been carried out since 1899 in the area. Four distinct gold and silver-mineralized zones (the Brown-McDade zone, the Webber zone, the Huestis zone and the Flex zone) have been identified and all but the Flex Zone have been mined historically. The last operator on the property was BYG Natural Resources Ltd.

The Webber, Huestis and Flex zones are located on the property. The Brown-McDade zone, which was mined by open-pit methods, is located on an adjacent property to the South East. Precious metal veins on the surface and underground have been mined by various operators including Pesco Silver Minerals Ltd. and BYG Natural Resources Ltd.

In 2008, a geophysical survey was conducted on the property with the aim of locating and evaluating the extent and nature of the mineralization in the district. The results of this survey have added to the understanding of the property geology and are being used to guide continuing exploration. Gold and silver mineralization occurs in northwest-trending shear zones hosted by metamorphic rocks. The metamorphic rocks have been cut by narrow and linear intrusive dikes and sills. Precious metal mineralization commonly occurs in quartz-sulphide vein systems within the shear zones and is associated primarily with pyrite and lesser arsenopyrite.

~~Chris~~Jevin M.Werbes, ~~Healey.~~President Pof ~~Geo~~Ansell commented, a“We ~~director~~are ofextremely ~~Ansell,~~pleased iswith ~~the~~these ~~qualified~~positive ~~person~~results ~~responsible~~and plan an aggressive drill program for 2012. The demonstrated extents and continuity of the ~~technical~~Flex ~~information~~Zone inclearly ~~this~~validate ~~release~~the exploration model we have applied.”

Chris M. Healey, P. Geo, a director of Ansell, is the qualified person responsible for the technical information in this release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GUINNESS EXPLORATION, INC.

/s/ Alastair Brown

Alastair Brown,

President & Chief Executive Officer

Dated: ~~November~~January 817, ~~2011~~2012

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