UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~[X]~~ T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2012

~~[ ]~~£ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-52660

TRESORO MINING CORP. ~~(Exact name of small business issuer as specified in its charter)~~

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

Nevada		20-1769847
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1220 – 666 Burrard Street Vancouver British Colombia Canada		V6C 2X8
(Address of principal executive offices)		(Zip Code)

(604-681-~~3130Registrant’s telephone number, including area code~~3130)

~~880~~Registrant’s –telephone ~~666 Burrard Street~~number, ~~Vancouver,~~including ~~British~~area ~~Columbia V6C 2G3 (Former name, former address and former fiscal year, if changed since last report)~~ code

~~Indicate~~880 by– ~~check~~666 ~~mark~~Burrard ~~whether~~Street, the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)Vancouver, ~~and~~British ~~(2)~~Columbia V6C ~~has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]~~2G3

~~Indicate~~(Former byname, ~~check~~former ~~mark~~address ~~whether the registrant has submitted electronically~~ and ~~posted~~former onfiscal ~~its corporate Web site~~year, if ~~any,~~changed ~~every~~since ~~Interactive Data~~last File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filesreport)~~. Yes [ ] No [ ]~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 T No £

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

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

Large accelerated filer [o ] Accelerated filer [o ] Non-accelerated filer [o ]Smaller reporting company x (Do not check if a smaller reporting company) ~~Smaller reporting company [X]~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] £ No ~~[X]~~ T

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 24,473,934 shares of common stock as of ~~October~~January, 1914, ~~2012~~2013.

TRESORO MINING CORP.

Quarterly Report on Form 10-Q ~~For The Quarterly Period Ended August 31, 2012~~

For The Quarterly Period Ended

November 30, 2012

INDEX

PART I – FINANCIAL INFORMATION			3	4
Item 1.	~~Item~~Financial 1.Statements	~~Financial Statements~~	3	4
Item 2.	~~Item~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	5	5
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures about Market Risk	~~Quantitative and Qualitative Disclosures about Market Risk~~	14	14
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~	14	14
PART II – OTHER INFORMATION			14	15
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~	14	15
Item 1A.	~~Item~~Risk ~~1A.~~Factors	~~Risk Factors~~	14	17
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	17	17
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~	17	17
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~	17	18
Item 5.	~~Item~~Other 5.Information	~~Other Information~~	17	18
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~	17	19

- 2-

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties outlined in this quarterly report under “Risk Factors”. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this quarterly report. Forward-looking statements in this quarterly report include, among others, statements regarding:

· our capital needs;

· business plans; and

· expectations.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Some of the risks and assumptions include:

· our need for additional financing;

· our exploration activities may not result in commercially exploitable quantities of ore on our mineral properties;

· the risks inherent in the exploration for minerals such as geologic formation, weather, accidents, equipment failures and governmental restrictions;

· our limited operating history;

· our history of operating losses;

· the potential for environmental damage;

· our lack of insurance coverage;

· the competitive environment in which we operate;

· the level of government regulation, including environmental regulation;

· changes in governmental regulation and administrative practices;

· our dependence on key personnel;

· conflicts of interest of our directors and officers;

· our ability to fully implement our business plan;

· our ability to effectively manage our growth; and

· other regulatory, legislative and judicial developments.

We advise the reader that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Important factors that you should also consider, include, but are not limited to, the factors referred to under “Risk Factors” in our annual report on Form 10-K filed with the SEC on June 28, 2012.

The forward-looking statements in this quarterly report are made as of the date of this quarterly report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

- 3 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim consolidated financial statements of Tresoro Mining Corp. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

	~~Page~~	Page
Consolidated Balance Sheets as of August 31, 2012 (unaudited) and February 29, 2012	4
Consolidated Balance Sheets as of November 30, 2012 (unaudited) and February 29, 2012			F-2
Unaudited Consolidated Statements of Operations for the six months ended August 31, 2012 and 2011 and for the period from inception (October 11, 2004) to August 31, 2012	5
Unaudited Consolidated Statements of Operations for the nine months ended November 30, 2012 and 2011 and for the period from inception (October 11, 2004) to November 30, 2012			F-3
Unaudited Consolidated Statements of Cash Flows for the six months ended August 31, 2012and 2011 and for the period from inception (October 11, 2004) to August 31, 2012	6
Unaudited Consolidated Statements of Cash Flows for the nine months ended November 30, 2012and 2011 and for the period from inception (October 11, 2004) to November 30, 2012			F-4
Unaudited Notes to Consolidated Financial Statements	7		F-5

It is the opinion of management that the unaudited interim consolidated financial statements for the ~~six~~nine months ended ~~August~~November 3130, 2012 and 2011 include all adjustments necessary in order to ensure that the unaudited interim consolidated financial statements are not misleading. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these unaudited interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual consolidated financial statements for the year ended February 29, 2012. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with our Company’s audited annual consolidated financial statements as of and for the year ended February 29, 2012.

- 4 -

TRESORO MINING CORP. ~~(An Exploration Stage Company)~~

~~CONSOLIDATED FINANCIAL STATEMENTS~~ (~~Expressed~~An ~~in U.S.~~Exploration ~~Dollars)~~Stage Company)

~~August~~CONSOLIDATED ~~31,~~FINANCIAL ~~2012~~ STATEMENTS

(~~UNAUDITED)~~Expressed in U.S. Dollars)

~~CONSOLIDATED~~November ~~BALANCE~~30, ~~SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~2012

~~TRESORO MINING CORP.~~(~~An Exploration Stage Company~~UNAUDITED)

CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars)

CONSOLIDATED BALANCE SHEETS			F-2

CONSOLIDATED STATEMENTS OF OPERATIONS			F-3

CONSOLIDATED STATEMENTS OF CASH FLOWS			F-4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			F-5

		August 31,			February 29,
		2012			2012
		(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,095		$	9,747
TOTAL CURRENT ASSETS		1,095			9,747
Deposit		1,176			1,176
Property and equipment, net (Note 3)		10,173			15,638
Mineral exploration properties (Note 4)		5,795,000			5,735,000
TOTAL ASSETS	$	5,807,444		$	5,761,561
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 5)	$	934,859			1,015,050
Due to related parties (Note 6)		210,501			77,201
Promissory notes payable (and accrued interest) (Note 7)		2,435,720			1,882,257
TOTAL LIABILITIES		3,581,080			2,974,508
NATURE OF OPERATIONS AND BASIS OF PRESENTATION,
COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENT (Notes 1, 9 and 11)
STOCKHOLDERS’ EQUITY
Common stock (Note 8)
Authorized 140,625,000 shares of common stock, $0.001 par value Issued and outstanding 24,473,934 common shares (February 29, 2012 – 20,459,375)		24,474			20,459
Additional paid-in-capital		35,423,176			35,226,463
Stock payable		-			200,728
Deficit accumulated during exploration stage		(33,221,286	)		(32,660,597	)
TOTAL STOCKHOLDERS’ EQUITY		2,226,364			2,787,053
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	5,807,444		$	5,761,561

F-1

~~The~~TRESORO ~~accompanying~~MINING ~~notes are an integral part of these financial statements~~CORP.

~~TRESORO MINING CORP.~~(An Exploration Stage Company)

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS (Expressed in U.S. Dollars)~~ SHEETS

														For the
		For the			For the			For the			For the			period from
		three			three			six			six			inception
		months			months			months			months			(October 11,
		ended			ended			ended			ended			2004) to
		August 31,			August 31,			August 31,			August 31,			August 31,
		2012			2011			2012			2011			2012
		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
GENERAL & ADMINISTRATIVE EXPENSES
Write down of mineral property acquisition costs	$	-		$	-		$	-		$	-		$	14,625,000
Amortization and depreciation (recovery)		2,898			(213	)		5,678			555			7,013
Consulting fees		29,185			7,000			29,185			20,000			390,385
Legal and accounting		42,017			71,417			137,032			102,468			1,445,861
Management fees (Note 6)		26,570			13,393			58,067			32,575			629,357
Marketing and promotion		-			2,814			-			35,590			251,823
Mineral property exploration expenditures (Note 4)		91,926			70,711			131,733			754,420			2,267,432
Office and miscellaneous		45,349			17,858			61,582			102,660			559,430
Rent		15,000			12,043			30,000			56,219			223,257
Salaries and benefits		-			-			-			-			9,190
Stock-based compensation (Note 8)		-			-			-			123,995			11,879,022
Loss on settlement of debt		-			-			-			-			160,406
Loss (gain) on sale of property and equipment		-			106			-			106			(1,188	)
TOTAL GENERAL & AMINISTRATIVE EXPENSES		(252,945	)		(195,129	)		(453,277	)		(1,228,588	)		(32,446,988	)
OTHER ITEMS
Interest expense (Note 7)		(52,629	)		(24,961	)		(99,158	)		(48,283	)		(765,553	)
NET LOSS FOR THE PERIOD BEFORE TAXES		(305,574	)		(220,090	)		(552,435	)		(1,276,871	)		(33,212,541	)
Taxes		(4,252	)		-			(8,257	)		-			(8,745	)
NET LOSS FOR THE PERIOD		(309,826	)		(220,090	)		(560,692	)		(1,276,871	)		(33,221,286	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.08	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		24,473,940			17,159,375			24,013,252			16,598,233

(Expressed in U.S. Dollars)

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

	November 30, 2012			February 29, 2012
	(unaudited)			(audited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	2,157		$	9,747

TOTAL CURRENT ASSETS		2,157			9,747

Deposit		1,176			1,176
Property and equipment (Note 3)		9,992			15,638
Mineral exploration properties (Note 4)		5,795,000			5,735,000

TOTAL ASSETS	$	5,808,325		$	5,761,561

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 5)	$	957,124			1,015,050
Due to related parties (Note 6)		222,501			77,201
Promissory notes payable and accrued interest (Note 7)		2,523,787			1,882,257

TOTAL LIABILITIES		3,703,412			2,974,508

NATURE OF OPERATIONS AND BASIS OF PRESENTATION, COMMITMENTS and CONTINGENCIES (Notes 1 and 9 )

STOCKHOLDERS’ EQUITY
Common stock (Note 8) Authorized 140,625,000 shares of common stock, $0.001 par value
Issued and outstanding 24,473,934 common shares (February 29, 2012 – 20,459,375)		24,474			20,459
Additional paid-in-capital		35,423,176			35,226,463
Stock payable		-			200,728
Deficit accumulated during exploration stage		(33,342,737	)		(32,660,597	)

TOTAL STOCKHOLDERS’ EQUITY		2,104,913			2,787,053

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	5,808,325		$	5,761,561

~~TRESORO~~The ~~MINING~~accompanying ~~CORP.(An~~notes ~~Exploration~~are ~~Stage~~an ~~Company)~~ integral part of these financial statements.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. Dollars)~~ F-2

								For the period
								from inception
		For the six			For the six			(October 11,
		months ended			months ended			2004) to August
		August 31,			August 31,			31,
		2012			2011			2012
		(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(560,692	)	$	(1,276,871	)	$	(33,221,286	)
Adjustments to reconcile net loss to net cash used in operating activities:
- Interest expense (Note 7)		99,158			48,283			756,278
- Amortization and depreciation (Note 3)		5,678			555			7,013
- Contributions to capital by related parties		-			-			24,000
- Loss (gain) on sale of assets		-			106			(1,188	)
- Write down of mineral property acquisition costs		-			-			14,625,000
- Write down of management fees		-			-			(88,170	)
- Stock-based compensation (Note 8)		-			123,995			11,879,022
- Non-cash gain on settlement of debt		-			-			(120,843	)
- Non-cash loss on settlement of debt		-			-			160,406
Changes in operating assets and liabilities
- Increase in amounts receivable		-			(13,509	)		-
- Increase in deposits		-			-			(1,176	)
- (Increase) decrease in prepaid expenses		-			11,665			-
- Increase (decrease) in accounts payable and accrued liabilities		(75,458	)		612,317			921,465
- Increase (decrease) in due to related parties		133,300			14,124			456,891
NET CASH USED IN OPERATING ACTIVITIES		(398,014	)		(479,335	)		(4,602,588	)
CASH FLOWS FROM INVESTING ACTIVITIES
Website (Note 3)		-			-			(9,167	)
Acquisition of mineral property interests (Note 4)		(60,000	)		(150,000	)		(1,420,000	)
Sale (purchase) of property and equipment (Note 3)		(213	)		486			(8,291	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(60,213	)		(149,514	)		(1,437,458	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		-			7,500			764,283
Other promissory notes (Note 7)		554,575			142,200			2,505,129
Repayment of related parties		-			-			(25,398	)
Repayment of other promissory notes		(105,000	)		(25,000	)		(578,773	)
Common shares issued for cash / subscribed for cash		-			400,000			3,375,900
NET CASH PROVIDED BY FINANCING ACTIVITIES		449,575			524,700			6,041,141
INCREASE (DECREASE) IN CASH		(8,652	)		(104,149	)		1,095
CASH, BEGINNING OF PERIOD		9,747			126,134
CASH, END OF PERIOD	$	1,095		$	21,985		$	1,095
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
Cash paid for interest	$	-		$	-		$	127,733
Cash paid for income taxes	$	-		$	-		$	-
Non-cash transactions:
Donated rent and services	$	-		$	-		$	240,000
Shares issued for mineral properties and exploration	$	-		$	-		$	1,900,000
Shares issued on settlement of debts	$	-		$	60,000		$	658,322

TRESORO MINING CORP.

~~The~~ (An ~~accompanying~~Exploration ~~notes~~Stage ~~are an integral part of these financial statements.~~ Company)

~~TRESORO MINING CORP. (An Exploration Stage Company) NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~AUGUST~~OF ~~31, 2012 (Expressed in U.S. Dollars) (Unaudited)~~OPERATIONS

~~NOTE~~(Expressed 1in –U.S. ~~NATURE OF OPERATIONS AND BASIS OF PRESENTATION~~Dollars)

Tresoro Mining Corp. (the “Company”) was incorporated under the laws of the State of Nevada on October 11, 2004 to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada. On May 24, 2007 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Ancor Resources, Inc.) would merge with its newly incorporated and wholly-owned subsidiary, Nu-Mex Uranium Corp. (“Nu-Mex”). This merger became effective June 4, 2007 and the Company, being the surviving entity, changed its name to Nu-Mex Uranium Corp. On February 26, 2008 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Nu-Mex) would merge with its newly incorporated and wholly-owned subsidiary, Uranium International Corp. (“UIC”). This merger became effective as of March 11, 2008 and the Company, being the surviving entity, changed its name to Uranium International Corp. On May 17, 2010 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as UIC) would merge with its newly incorporated and wholly-owned subsidiary, Mercer Gold Corporation (“Mercer”). This merger became effective on the OTC Bulletin Board and effective with the State of Nevada on June 17, 2010 and the Company, being the surviving entity, changed its name to Mercer Gold Corporation. On August 30, 2011, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Mercer) would merge with its wholly-owned subsidiary, Tresoro Mining Corp. (“Tresoro”). This merger became effective September 15, 2011 and the Company, being the surviving entity, changed its name to Tresoro Mining Corp. The Company intends to engage in the acquisition and exploration of mining properties. The Company is in the exploration stage and its operations principally involve research and development, market analysis, property evaluation and other business planning activities, and no revenue has been generated to date.

	For the three months ended November 30, 2012			For the three months ended November 30, 2011			For the nine months ended November 30, 2012			For the nine months ended November 30, 2011			For the period from inception (October 11, 2004) to November 30, 2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
GENERAL & ADMINISTRATIVE EXPENSES
Write down of mineral property acquisition costs	$	-		$	-		$	-		$	-		$	14,625,000
Amortization and depreciation		181			213			5,859			768			7,194
Consulting fees		17,095			3,740			46,280			23,740			407,480
Legal and accounting		43,471			226,888			180,504			329,356			1,489,333
Management fees (Note 6)		12,000			36,463			70,067			69,038			641,357
Marketing and promotion		-			5,894			-			41,484			251,823
Mineral property exploration expenditures (Note 4)		18,388			-			150,121			776,294			2,285,820
Office and miscellaneous		(38,438	)		2,786			23,144			108,901			520,995
Rent		11,300			18,085			41,300			74,304			234,557
Salaries and benefits		-			-			-			-			9,190
Stock-based compensation (Note 8)		-			89,888			-			213,883			11,879,022
Loss on settlement of debt		-			-			-			-			160,406
Loss (gain) on sale of property and equipment		-			(213	)		-			(107	)		(1,188	)

TOTAL GENERAL & AMINISTRATIVE EXPENSES		(63,997	)		(383,744	)		(517,275	)		(1,637,661	)		(32,510,989	)

OTHER ITEMS
Interest expense (Note 7)		(54,916	)		(37,035	)		(154,074	)		(85,318	)		(820,469	)

NET LOSS FOR THE PERIOD BEFORE TAXES FOR THE PERIOD		(118,913	)		(420,779	)		(671,349	)		(1,722,979	)		(33,331,458	)
Taxes		(2,534	)		-			(10,791	)		-			(11,279	)

NET LOSS FOR THE PERIOD FOR THE PERIOD		(121,447	)		(420,779	)		(682,140	)		(1,722,979	)		(33,342,737	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.10	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		24,473,934			18,085,749			24,166,254			17,619,739

~~Effective~~The ~~June~~accompanying 6,notes ~~2007,~~are ~~the~~an ~~Company~~integral ~~completed~~part ~~a forward stock split by the issuance~~ of 5 new shares for each 1 outstanding share of the Company’s common stock. Further, on March 11, 2008 the Company completed a forward stock split by the issuance of 1.5 new shares for each 1 outstanding share of the Company’s common stock. Effective May 12, 2011, the Company completed a reverse stock split by the issuance of 1 new share for each 4 outstanding shares of the Company’s common stock (Note 8). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect these ~~stock~~financial ~~splits on a retroactive basis~~statements.

~~The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915~~F-10, “Development Stage Entities.” The Company is devoting all of its present efforts to securing and establishing a new business and its planned principal operations have not commenced. Accordingly, no revenue has been derived during the organization period.3

~~Going~~TRESORO ~~Concern~~MINING The Company’s interim consolidated financial statements as at August 31, 2012, and for the three and six months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of businessCORP. The Company has incurred operating losses since inception of $33,214,753. The Company requires additional funding to meet its ongoing obligations and anticipated ongoing operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its exploration business by way of private placements and advances from shareholders as may be required. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

~~TRESORO MINING CORP.~~ (An Exploration Stage Company) ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2012 (Expressed in U.S. Dollars) (Unaudited)~~

~~NOTE~~CONSOLIDATED 1STATEMENTS ~~– NATURE~~ OF ~~OPERATIONS~~CASH ~~AND BASIS OF PRESENTATION (continued)~~FLOWS

~~Unaudited~~(Expressed ~~Interim Consolidated Financial Statements The accompanying unaudited consolidated interim financial statements have been prepared~~ in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (“U.S. ~~GAAP”~~Dollars) for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended February 29, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended August 31, 2012 are not necessarily indicative of the results that may be expected for the year ending February 28, 2013.

Reclassifications Certain comparative figures on the balance sheet have been reclassified in order to conform to the current year’s financial statement presentation with no effect on earnings

	For the nine months ended November 30, 2012			For the nine months ended November 30, 2011			For the period from inception (October 11, 2004) to November 30, 2012
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(682,140	)	$	(1,722,979	)	$	(33,342,737	)
Adjustments to reconcile net loss to net cash used in operating activities:
- Interest expense (Note 7)		154,074			85,713			811,194
- Amortization and depreciation (Note 3)		5,859			768			7,194
- Contributions to capital by related parties		-			-			24,000
- Loss (gain) on sale of assets		-			(107	)		(1,188	)
- Write down of mineral property acquisition costs		-			-			14,625,000
- Write down of management fees		-			-			(88,170	)
- Stock-based compensation (Note 8)		-			213,883			11,879,022
- Non-cash gain on settlement of debt		-			-			(120,843	)
- Non-cash loss on settlement of debt		-			-			160,406
Changes in operating assets and liabilities
- Increase in amounts receivable		-			(19,319	)		-
- Increase in deposits		-			-			(1,176	)
- (Increase) decrease in prepaid expenses		-			(6,906	)		-
- Increase (decrease) in accounts payable and accrued liabilities		(57,926	)		686,309			939,000
- Increase (decrease) in due to related parties		145,300			29,124			468,891

NET CASH USED IN OPERATING ACTIVITIES		(434,833	)		(733,514	)		(4,639,407	)

CASH FLOWS FROM INVESTING ACTIVITIES
Website (Note 3)		-			-			(9,167	)
Acquisition of mineral property interests (Note 4)		(60,000	)		(235,000	)		(1,420,000	)
Sale (purchase) of property and equipment (Note 3)		(213	)		486			(8,291	)

NET CASH FLOWS USED IN INVESTING ACTIVITIES		(60,213	)		(234,514	)		(1,437,458	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		-			-			764,283
Other promissory notes (Note 7)		592,456			474,700			2,543,010
Repayment of related parties		-			-			(25,398	)
Repayment of other promissory notes		(105,000	)		(25,000	)		(578,773	)
Common shares issued for cash / subscribed for cash		-			400,000			3,375,900

NET CASH PROVIDED BY FINANCING ACTIVITIES		487,456			849,700			6,079,022

INCREASE (DECREASE) IN CASH		(7,590	)		(118,328	)		2,157

CASH, BEGINNING OF PERIOD		9,747			126,134			-

CASH, END OF PERIOD	$	2,157		$	7,806		$	2,157

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
Cash paid for interest	$	-		$	-		$	127,733
Cash paid for income taxes	$	-		$	-		$	-
Non-cash transactions:
Donated rent and services	$	-		$	-		$	240,000
Shares issued for mineral properties and exploration	$	-		$	-		$	1,900,000
Shares issued on settlement of debts	$	-		$	60,000		$	658,322

~~NOTE~~The 2accompanying –notes ~~SUMMARY~~are OFan ~~SIGNIFICANT~~integral ~~ACCOUNTING~~part ~~POLICIES~~of these financial statements.

~~The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.~~ F-4

~~Basis~~TRESORO ofMINING ~~Presentation The accounting and reporting policies of the Company conform to U~~CORP.~~S. GAAP applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the consolidated financial statements are presented in U.S. dollars.~~

~~The~~(An ~~consolidated~~Exploration ~~interim~~Stage ~~financial statements include the accounts of the~~ Company and its wholly-owned subsidiaries, Mercer One Panama Corp. and Mercer Two Panama Corp. which were incorporated on June 2, 2010. All significant inter-company transactions and account balances have been eliminated upon consolidation. )

~~Mineral~~NOTES ~~Property~~TO ~~Expenditures~~CONSOLIDATED ~~Mineral~~FINANCIAL property acquisition costs are initially capitalized as intangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~Mineral~~Tresoro ~~property~~Mining ~~exploration~~Corp. ~~costs~~(the ~~are~~“Company”) ~~expensed~~was incorporated under the laws of the State of Nevada on October 11, 2004 to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada. On May 24, 2007 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as ~~incurred~~Ancor Resources, Inc. ) would merge with its newly incorporated and wholly-owned subsidiary, Nu-Mex Uranium Corp. (“Nu-Mex”). This merger became effective June 4, 2007 and the Company, being the surviving entity, changed its name to Nu-Mex Uranium Corp. On February 26, 2008 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Nu-Mex) would merge with its newly incorporated and wholly-owned subsidiary, Uranium International Corp. (“UIC”). This merger became effective as of March 11, 2008 and the Company, being the surviving entity, changed its name to Uranium International Corp. On May 17, 2010 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as UIC) would merge with its newly incorporated and wholly-owned subsidiary, Mercer Gold Corporation (“Mercer”). This merger became effective on the OTC Bulletin Board and effective with the State of Nevada on June 17, 2010 and the Company, being the surviving entity, changed its name to Mercer Gold Corporation. On August 30, 2011, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Mercer) would merge with its wholly-owned subsidiary, Tresoro Mining Corp. (“Tresoro”). This merger became effective September 15, 2011 and the Company, being the surviving entity, changed its name to Tresoro Mining Corp. The Company intends to engage in the acquisition and exploration of mining properties. The Company is in the exploration stage and its operations principally involve research and development, market analysis, property evaluation and other business planning activities, and no revenue has been generated to date.

~~Estimated~~Effective ~~future~~June ~~removal~~6, ~~and~~2007, ~~site~~the ~~restoration~~Company ~~costs,~~completed ~~when determinable,~~a ~~are~~forward ~~provided~~stock ~~over~~split by the ~~life~~issuance of ~~proven~~5 ~~reserves~~new onshares ~~a units-~~for each 1 outstanding share of~~-production~~ ~~basis~~the Company’s common stock. ~~Costs~~Further, ~~which~~on ~~include~~March ~~production~~11, ~~equipment~~2008 ~~removal~~the ~~and environmental~~Company ~~remediation,~~completed ~~are~~a ~~estimated~~forward ~~each~~stock ~~period~~split by ~~management~~the ~~based~~issuance ~~on current~~of ~~regulations,~~1.5 ~~actual~~new ~~expenses~~shares ~~incurred,~~for ~~and~~each ~~technology~~1 ~~and~~outstanding ~~industry standards~~share of the Company’s common stock. ~~Any~~Effective ~~charge~~May is12, ~~included~~2011, inthe ~~exploration~~Company ~~expense~~completed ora reverse stock split by the ~~provision~~issuance of 1 new share for ~~depletion~~ ~~and~~each ~~depreciation~~4 ~~during~~outstanding shares of the ~~period~~Company’s ~~and~~common ~~the~~stock ~~actual~~(Note ~~restoration expenditures~~8). ~~are~~Unless ~~charged~~otherwise noted, all references herein to ~~the~~number ~~accumulated~~of ~~provision~~shares, ~~amounts~~price asper ~~incurred.~~share or weighted average shares outstanding have been adjusted to reflect these stock splits on a retroactive basis.

AsThe ofCompany ~~the~~is ~~date~~an ofexploration ~~these~~stage ~~interim~~enterprise, ~~financial~~as ~~statements,~~defined ~~the Company~~in ~~has~~Accounting ~~not~~Standards ~~established~~Codification ~~any~~(the ~~proven~~“Codification” or ~~probable~~“ASC”) ~~reserves~~915-10, on“Development Stage Entities.” The Company is devoting all of its ~~mineral properties~~present efforts to securing and ~~incurred~~establishing ~~only~~a ~~acquisition~~new business and ~~exploration~~its ~~costs~~planned principal operations have not commenced. Accordingly, no revenue has been derived during the organization period.

~~Although~~Going the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Concern

~~TRESORO~~The ~~MINING~~Company’s ~~CORP~~interim consolidated financial statements as at November 30, 2012, and for the three and nine months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The ~~(An~~Company ~~Exploration~~has ~~Stage~~incurred operating losses since inception of $33,342,737. The Company) ~~NOTES~~requires TOadditional ~~CONSOLIDATED~~funding ~~FINANCIAL~~to ~~STATEMENTS~~meet ~~AUGUST~~its 31ongoing obligations and anticipated ongoing operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, ~~2012~~these ~~(Expressed~~factors inraise Usubstantial doubt as to the Company’s ability to continue as a going concern.S The Company intends to continue to fund its exploration business by way of private placements and advances from shareholders as may be required. ~~Dollars)~~These ~~(Unaudited)~~financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~F-5

~~Use~~TRESORO ofMINING Estimates The preparation of financial statements in conformity with GAAP 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 periodCORP. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

~~Off-Balance~~(An ~~Sheet~~Exploration ~~Arrangements~~Stage ~~We have no off-balance sheet arrangements.~~ Company)

~~Cash~~NOTES ~~and~~TO ~~Cash~~CONSOLIDATED ~~Equivalents~~FINANCIAL For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash and cash equivalents as of August 31, 2012 and February 29, 2012 that exceeded federally insured limits. The Company had $1,176 in restricted cash as of August 31, 2012 (February 29, 2012 - $1,176) STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued)

~~Property~~Unaudited ~~and~~Interim ~~equipmentProperty~~Consolidated ~~and~~Financial equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. Statements

~~Impairment~~The ofaccompanying ~~Long-Lived~~unaudited ~~Assets~~consolidated Ininterim financial statements have been prepared in accordance with ~~ASC~~ ~~Topic~~generally ~~360,~~accepted ~~formerly~~accounting ~~SFAS~~principles ~~No.~~for ~~144,~~interim ~~Accounting~~financial ~~for~~information and with the ~~Impairment~~instructions ~~or Disposal~~to ofForm ~~Long~~10-~~Lived~~Q. ~~Assets,~~They ~~the~~do ~~Company~~not ~~reviews~~include ~~its~~all ~~long-lived~~information ~~assets~~and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for ~~impairment~~ ~~whenever~~complete ~~events~~financial orstatements. However, except as disclosed herein, there has been no material changes in ~~circumstances~~the ~~indicate~~information ~~that~~disclosed in the ~~carrying~~ ~~amount~~notes ofto ~~these~~the ~~assets~~consolidated ~~may~~financial ~~not~~statements befor ~~fully~~the ~~recoverable.~~year ~~The~~ended ~~assessment~~February ~~of possible~~29, ~~impairment~~2012 isincluded ~~based~~in on the Company’s ~~ability~~Annual toReport ~~recover~~on Form 10-K filed with the ~~carrying value~~Securities ofand ~~its~~Exchange ~~asset~~Commission. ~~based~~The oninterim ~~estimates~~unaudited ofconsolidated ~~its~~financial ~~undiscounted~~statements ~~future~~should ~~cash~~be ~~flows.~~read ~~If these~~in ~~estimated~~conjunction ~~future~~with ~~cash~~those ~~flows~~consolidated ~~are~~financial ~~less~~statements ~~than~~included in the ~~carrying~~Form ~~value~~10-K. ofIn the ~~asset~~opinion of Management, an ~~impairment~~all ~~charge~~adjustments isconsidered ~~recognized~~necessary for ~~the~~a ~~difference~~fair ~~between~~presentation, ~~the~~consisting ~~asset's estimated~~solely ~~fair~~of ~~value~~normal ~~and~~recurring ~~its~~adjustments, ~~carrying~~have ~~value~~been made. Operating Asresults offor the ~~date~~three ofand ~~these~~nine ~~financial statements,~~months ~~the~~ended ~~Company~~November is30, ~~not~~2012 ~~aware~~are ofnot ~~any~~necessarily ~~items~~indicative orof ~~events~~the results that ~~would~~may ~~cause~~be ~~it to~~expected ~~adjust~~for the ~~recorded~~year ~~value~~ending ofFebruary ~~its~~28, ~~long-lived assets for impairment~~2013.

Net Income (Loss) per Common Share The Company computes income (loss) per share in accordance with ASC 260, “Earnings Per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Reclassifications

~~Fair~~Certain ~~Value~~comparative ~~Financial~~figures ~~Instruments~~on Athe ~~fair~~balance ~~value hierarchy~~sheet ~~was~~have ~~established~~been ~~that~~reclassified ~~prioritizes~~in ~~the~~order ~~inputs~~to ~~used~~conform to ~~measure fair value. The hierarchy gives~~ the ~~highest~~current ~~priority~~year’s tofinancial ~~unadjusted~~statement ~~quoted~~presentation ~~prices~~with ~~in active~~no ~~markets~~effect ~~for~~on ~~identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).~~ earnings

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The ~~fair~~following ~~values~~is a summary of ~~the~~significant ~~financial~~accounting ~~instruments~~policies ~~were~~used ~~determined using~~in the ~~following~~preparation ~~input~~of ~~levels~~these ~~and~~interim ~~valuation~~consolidated ~~techniques:~~financial statements.

Level 1:	classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.
Level 2:	classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.

Basis of Presentation

~~Level~~The 3:accounting ~~classification~~and isreporting ~~applied~~policies toof ~~assets~~the ~~and~~Company ~~liabilities~~conform ~~when~~to ~~prices~~U.S. ~~are~~GAAP ~~not~~applicable ~~derived~~to ~~from~~exploration ~~existing~~stage ~~market~~enterprises. The ~~data~~functional ~~and~~currency ~~requires~~is usthe toU.S. ~~develop~~dollar, ~~our~~and ~~own~~the ~~assumptions~~consolidated ~~about~~financial ~~how~~statements ~~market~~are ~~participants~~presented ~~would~~in ~~price~~U.S. ~~the asset or liability~~dollars.

AsThe atconsolidated ~~August~~interim ~~31,~~financial ~~2012,~~statements include the ~~fair~~accounts ~~value~~ of ~~cash~~the Company and ~~cash~~its ~~equivalents, accounts~~wholly-owned ~~payable~~subsidiaries, ~~amounts~~Mercer ~~due~~One toPanama ~~related~~Corp. ~~parties~~ and ~~promissory~~Mercer ~~notes~~Two ~~payable approximate~~Panama ~~carrying~~Corp. ~~value~~which ~~due~~were toincorporated ~~their~~on ~~short~~June ~~maturities~~2, 2010. All significant inter-company transactions and account balances have been eliminated upon consolidation.

~~Foreign~~Mineral ~~Currency~~Property Translation The financial statements are presented in U.S. dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.Expenditures

~~TRESORO~~Mineral ~~MINING~~property ~~CORP~~acquisition costs are initially capitalized as intangible assets when purchased. At ~~(An~~the ~~Exploration~~end ~~Stage~~of each fiscal quarter, the Company) ~~NOTES~~assesses TOthe ~~CONSOLIDATED~~carrying ~~FINANCIAL~~costs ~~STATEMENTS~~for ~~AUGUST~~impairment. If 31proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, ~~2012~~costs ~~(Expressed~~will inbe ~~U.S.~~amortized ~~Dollars)~~using ~~(Unaudited)~~the units-of-production method over the estimated life of the probable reserve.

~~NOTE~~Mineral 3property –exploration ~~PROPERTY~~costs ~~AND~~are ~~EQUIPMENT~~expensed as incurred.

				Net Book Value
			Accumulated	August 31,		February 29,
		Cost	amortization	2012		2012
Furniture and fixtures	$	649	213	436	$	561
Website		9,167	5,000	4,167		9,167
Machinery and equipment		7,176	1,606	5,570		5,910
	$	16,992	6,819	10,173	$	15,638

Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

~~During~~As of the ~~six~~date ~~months~~of ~~ended~~these ~~August~~interim ~~31,~~financial ~~2012~~statements, ~~total~~the ~~additions~~Company ~~to property~~has ~~and~~not ~~equipment~~established ~~were~~any ~~$213~~proven ~~(February~~or ~~29,~~probable ~~2012~~reserves -on ~~$9,761).~~its mineral properties and incurred only acquisition and exploration costs.

~~NOTE~~Although 4the –Company ~~MINERAL~~has ~~PROPERTY~~taken ~~COSTS~~steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

(a) Guayabales PropertyOn April 5, 2010, the Company entered into a letter of intent (the “LOI”), dated April 3, 2010 with Mercer Gold Corp., a private Canadian corporation (“Mercer Canada”). Pursuant to the LOI, Mercer Canada has granted to the Company an exclusive option (the “Option”) to acquire all of Mercer Canada’s current underlying option interests under an option agreement, dated March 4, 2010 (the “Underlying Option Agreement”), as entered into between Mercer Canada and Comunidad Mineral Guayabales (the “Underlying Property Owner”). Pursuant to the Underlying Option Agreement, Mercer Canada acquired from the Underlying Property Owner an option (the “Underlying Option”) to acquire a 100% legal, beneficial and registerable interest in and to certain mineral property concession interest which are held by way of license. The mineral property interests are located in the Municipality of Marmato, Colombia and are better known and described as the “Guayabales” property (collectively, the “Property”). F-6

OnTRESORO ~~April~~MINING ~~13, 2010, the Company entered into a definitive Mineral Assets Option Agreement with Mercer Canada (the “Mercer Option Agreement”)~~CORP. The Mercer Option Agreement replaces the previous underlying LOI. The Mercer Option Agreement, as amended on December 30, 2010 and again on March 22, 2011, provides that, in order to exercise its Option, the Company is obligated to:

1.	Pay to Mercer Canada $200,000 immediately upon the execution of the Mercer Option Agreement (the “Effective Date”) (paid on April 14, 2010);
2.	Issue to Mercer Canada, both prior to and after the due and complete exercise of the Options, an aggregate of up to 5,000,000 restricted shares of the Company’s common stock, as follows:

(An Exploration Stage Company)

	-	an initial issuance of 2,500,000 shares within two business days of the Effective Date (issued on April 15, 2010); and
	-	a final issuance of 2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria) (as at August 31, 2012, no technical report has been prepared);

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~TRESORO~~Use ~~MINING~~of ~~CORP. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2012 (Expressed in U.S. Dollars) (Unaudited)~~Estimates

~~NOTE~~The 4preparation –of ~~MINERAL~~financial ~~PROPERTY~~statements ~~COSTS~~in ~~(continued)~~conformity with GAAP 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 period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

3.	Provide funding for or expend minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Mercer Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $3,000,000, as follows:
	-	no less than an initial $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2011 ($1,000,000 incurred);
	-	no less than a further $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2012 ($1,000,000 incurred); and
	-	no less than a final $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2013 ( $1,000,000 incurred)
4.	Pay on Mercer Canada’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (being that period from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Mercer Option Agreement, which shall not be later than January 13, 2013), and including, without limitation, all remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, the Company agreed an amended option payment schedule with the Underlying Property Owner. The Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:

Cash and Cash Equivalents

-For ~~Pay~~the ~~$20,000~~statements byof ~~October~~cash 14flows, ~~2009~~all ~~(paid);~~highly -liquid ~~Pay~~investments ~~additional~~with ~~$40,000~~maturity onof orthree bymonths ~~90 days from October 14, 2009 (paid); - Pay additional $40,000 on~~ or byless ~~April~~are ~~14,~~considered ~~2010~~to ~~(paid);~~be -cash ~~Pay~~equivalents. There ~~additional~~were ~~$55,000~~no oncash orand bycash ~~July~~equivalents ~~14,~~as ~~2010~~of ~~(paid);~~November ~~- Pay additional $55~~30,~~000~~ on or by October 14, 2010 (paid); - Pay additional $65,000 on or by January 14, 2011 (paid); - Pay additional $75,000 on or by April 14, 201l (paid); - Pay additional $75,000 on or by July 14, 201l (paid); - Pay additional $85,000 on or by October 14, 201l (paid); - Pay additional $85,000 on or by January 14, 2012 ~~(paid);~~and -February ~~Pay additional $50~~29,~~000~~ ~~on or by July 31,~~ 2012 ~~(paid);~~that -exceeded ~~Pay~~federally ~~additional~~insured ~~$60,000~~limits. onThe orCompany byhad ~~August 9, 2012(paid); - Pay additional~~ $~~50,000 on or by August 24, 2012(not paid pending resolution of certain legal matters); - Pay additional $50,000 on or by October~~ 1,176 ~~2012;~~in ~~(not~~restricted ~~paid~~cash ~~pending~~as ~~resolution~~ of ~~certain legal matters) - Pay additional $50,000 on or by~~ November 130, 2012; -(February ~~Pay additional $50~~29,~~000~~ ~~on or by December 1,~~ 2012; - ~~Pay additional~~ $~~50,000 on or by the first of each month of 2013 and 2014 and each of the first 6 months of 2015; and - Pay additional $~~1,~~595,000 on or by July 14, 2015~~176)

~~During~~Net ~~the~~Income ~~three and six months ended August 31, 2012, the Company incurred mineral properties exploration expenditures of $91,926 and $131,733, respectively~~ (~~2011~~Loss) -per ~~$70,711~~Common ~~and $754,420, respectively).~~ Share

~~TRESORO~~The ~~MINING~~Company ~~CORP.~~computes income (Anloss) ~~Exploration~~per ~~Stage~~share ~~Company~~in accordance with ASC 260, “Earnings Per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) ~~NOTES~~per TOshare ~~CONSOLIDATED~~is ~~FINANCIAL~~computed ~~STATEMENTS~~by ~~AUGUST~~dividing ~~31,~~net ~~2012~~income (~~Expressed~~loss) inavailable Uto common shareholders by weighted average number of outstanding common shares during the period.S. Diluted ~~Dollars)~~income (~~Unaudited~~loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

~~NOTE~~Fair 5Value –Financial ~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~Instruments

~~Accounts~~A ~~payable~~fair ~~and~~value ~~accrued~~hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ~~are~~(Level ~~non-interest bearing,~~1 ~~unsecured~~measurement) and ~~have~~the ~~settlement~~lowest ~~dates~~priority ~~within~~to ~~one~~unobservable ~~year.~~inputs (Level 3 measurements).

~~NOTE~~The 6fair –values ~~DUE~~of TOthe ~~RELATED~~financial ~~PARTIES~~instruments ~~AND~~were ~~RELATED~~determined ~~PARTY~~using ~~TRANSACTIONS~~the following input levels and valuation techniques:

~~The~~Level ~~amounts~~1: classification ~~charged~~is applied to ~~the~~any ~~Company~~asset ~~for~~or ~~the~~liability ~~services~~that ~~provided have~~has ~~been~~a ~~determined~~readily byavailable ~~negotiation~~quoted ~~among~~market ~~the~~price ~~parties~~from ~~and~~an inactive ~~certain~~market ~~cases,~~where ~~are covered~~there ~~by signed agreements. It~~ is ~~the~~significant ~~position~~transparency ~~of the management of the company that these transactions were~~ in the ~~normal~~executed/quoted ~~course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties~~price.

~~The~~Level ~~balance~~2: classification ~~due~~is applied to ~~related~~assets ~~parties~~and ofliabilities ~~$210,501~~that athave ~~August~~evaluated ~~31, 2012~~prices ~~(February~~where ~~29,~~the ~~2012~~data -inputs ~~$77,201) is due~~ to ~~directors,~~these ~~and~~valuations aare ~~company~~observable ~~controlled by~~either adirectly ~~director and/~~or ~~shareholder~~indirectly, ofbut ~~the~~do ~~Company~~not ~~and~~represent isquoted ~~unsecured,~~market ~~non-interest bearing~~prices ~~and~~from ~~payable~~an onactive ~~demand~~market.

~~During~~Level ~~the~~3: classification ~~three~~is ~~and~~applied ~~six~~to ~~months~~assets ~~ended~~and ~~August~~liabilities ~~31,~~when ~~2012,~~prices ~~the Company~~are ~~paid~~not orderived ~~accrued~~from ~~management~~existing ~~fees~~market ofdata ~~$26,570~~ and ~~$58,067,~~requires ~~respectively,~~us to ~~directors~~ ofdevelop ~~the~~our ~~Company~~own ~~(2011~~assumptions -about ~~$13,393~~how ~~and~~market ~~$32,575,~~participants ~~respectively)~~would price the asset or liability.

~~NOTE~~As 7at –November ~~PROMISSORY~~30, ~~NOTES~~2012, ~~PAYABLE~~the fair value of cash and cash equivalents, accounts payable, amounts due to related parties and promissory notes payable approximate carrying value due to their short maturities.

~~The~~Foreign ~~promissory~~Currency note payable of $2,435,720 at August 31, 2012 (February 28, 2012 - $1,882,257) consists of principal and accrued interest of $2,192,838 (February 29, 2012 - $1,743,263) and $242,882 (February 29, 2012 - $138,994), respectively. As of August 31, 2012, $2,435,720 (February 29, 2012 - $1,882,257) is secured by a non-exclusive general security agreement charging all of the Company’s president and after acquired personal property, bears interest at 10% per annum and is due on demand.Translation

~~NOTE~~The 8financial –statements ~~CAPITAL~~are ~~STOCK~~presented in U.S. dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Authorized The total authorized capital is 140,625,000 common shares with par value of $0.001 per share. On June 4, 2007, the Company increased the authorized share capital from 75,000,000 shares of common stock to 375,000,000 shares of common stock with the same par value of $0.001 per share. On June 8, 2010, the Company filed a Certificate of Change with the Nevada Secretary of State in relation to the 1.5 for one forward split of the Company’s common shares on March 11, 2008 to effect the 1.5 for one forward split of the Company’s authorized common shares. As a result, the Company’s authorized capital was increased from 375,000,000 shares, par value of $0.001 per share, to 562,500,000 shares, par value of $0.001 per share. Effective May 12, 2011, the Company filed a Certificate of Change and Certificate of Correction with the Nevada Secretary of State in relation to the 1 for 4 reverse stock split of the Company’s common shares to effect the 1 for 4 reverse stock split of the Company’s authorized common shares (Note 1). As a result, the Company’s authorized capital was decreased from 562,500,000 shares, par value of $0.001 per share to 140,625,000 shares, par value of $0.001 per share. F-7

~~Issued~~TRESORO ~~and~~MINING Outstanding On June 4, 2007, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company on a basis on 5 new common shares for 1 old common shareCORP. On February 26, 2008, and effective March 11, 2008, the directors of the company approved a special resolution to undertake a further forward split of the common stock of the company on a basis on 1.5 new common shares for 1 old share. Effective May 12, 2011, the Company effected a 1 for 4 reverse stock split (Note 1).

~~All~~(An ~~references~~Exploration inStage these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted. Company)

~~TRESORO MINING CORP. (An Exploration Stage Company)~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~AUGUST 31, 2012 (Expressed in U.S. Dollars) (Unaudited)~~

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 3 – PROPERTY AND EQUIPMENT

NOTE 8 – CAPITAL STOCK

					Net Book Value
	Cost		Accumulated amortization		November 30, 2012		February 29, 2012

Furniture and fixtures	$	649		226		423	$	561
Website		9,167		5,000		4,167		9,167
Machinery and equipment		7,176		1,774		5,402		5,910

	$	16,992		7,000		9,992	$	15,638

~~Issued~~During ~~and~~the ~~Outstanding~~nine ~~(continued)~~months ~~The~~ended ~~total~~November ~~issued and~~30, ~~outstanding~~2012, ~~capital~~total ~~stock~~additions isto ~~24,473,934~~property ~~commons~~and ~~shares~~equipment ~~with~~were ~~par value of~~ $~~0.001~~213 ~~per~~(February ~~share.~~29, ~~The~~2012 ~~Company’s~~- ~~common stock issuances to date are as follows:~~ $9,761).

NOTE 4 – MINERAL PROPERTY COSTS

1. On March 22, 2012, 4,014,565 common shares of the Company, valued at $200,728, were issued to settle the stock payable balance as of February 29, 2012. On February 23, 2012, the Company agreed to settle $120,437 of promissory note payable debts by issuing 4,014,565 common shares fair valued at $200,728 or $0.05 per share and recognizing (a) Guayabales ~~loss on debt settlement of $80,291.~~Property

~~2010~~On ~~Stock~~April ~~Option Plan Effective November 30~~5, 2010 , the ~~Board~~Company ofentered ~~Directors~~into a letter of intent (the ~~Company~~“LOI”), ~~ratified~~dated April 3, ~~approved~~2010 ~~and~~with ~~adopted~~Mercer Gold Corp., a ~~Stock Option~~private ~~Plan~~Canadian ~~(the~~corporation (“~~2010~~Mercer ~~Stock Option Plan~~Canada”). Pursuant ~~for~~to the ~~company~~LOI, inMercer ~~the~~Canada ~~amount~~has ~~of 3,431,875~~granted ~~shares.~~to In the ~~event~~Company an ~~optionee~~exclusive ~~ceases~~option (the “Option”) to beacquire ~~employed~~all orof toMercer ~~provide services~~Canada’s tocurrent ~~the~~underlying ~~Company~~option ~~for~~interests ~~reasons~~under ~~other~~an ~~than~~option ~~cause~~agreement, ~~any~~dated ~~Stock~~March 4, 2010 (the “Underlying Option ~~that~~Agreement”), ~~is vested~~as ~~and~~entered ~~held~~into bybetween ~~such~~Mercer ~~optionee~~Canada ~~may~~and beComunidad ~~exercisable~~Mineral ~~within~~Guayabales up(the to“Underlying ~~ninety~~Property ~~calendar days~~Owner”). Pursuant ~~after~~to the ~~effective~~Underlying ~~date~~Option ~~that~~Agreement, ~~his~~Mercer ~~position~~Canada ~~ceases.~~acquired Nofrom ~~Stock~~the ~~Option~~Underlying ~~granted under~~Property Owner an option (the ~~Stock~~“Underlying Option”) ~~Plan~~to isacquire ~~transferable.~~a ~~Any~~100% ~~Stock~~legal, ~~Option~~beneficial ~~held~~and byregisterable ~~an optionee~~interest atin ~~the~~and ~~time~~to ofcertain ~~his~~mineral ~~death~~property ~~may~~concession beinterest ~~exercised~~which are held by ~~his~~way ~~estate~~of ~~within~~license. The ~~one~~mineral ~~year~~ property interests are located in the Municipality of ~~his~~Marmato, ~~death~~Colombia orand ~~such~~are ~~longer~~better ~~period~~known and described as the ~~Board~~“Guayabales” ofproperty ~~Directors~~(collectively, ~~may~~the ~~determine~~“Property”).

~~Effective~~On ~~November~~April 3013, 2010, ~~concurrent with~~ the ~~cancellation of~~Company ~~the~~entered ~~2008~~into ~~Stock~~a ~~Option~~definitive ~~Plan,~~Mineral ~~1,125,000~~Assets ~~outstanding~~Option ~~options~~Agreement ~~were cancelled and immediately replaced~~ with ~~1,125,000~~Mercer ~~options~~Canada in (the ~~newly~~“Mercer ~~adopted 2010 Stock~~ Option ~~Plan~~Agreement”). The ~~replacement~~Mercer ~~options~~Option ~~have~~Agreement anreplaces ~~exercise price of $2.00 per share for terms of four years. These options vest at a rate of 25% on grant and 25% at~~ the ~~end~~previous ofunderlying ~~each of six, twelve and eighteen months from the date of grant~~LOI. The ~~Company~~ ~~measured~~Mercer ~~the~~Option ~~incremental~~Agreement, ~~compensation cost~~ as ~~the~~amended ~~excess~~on ofDecember the fair value of the modified options over the fair value of the original options immediately before the terms were modified. The incremental fair value resulting from the modification/replacement of the original options was estimated to be $15130,~~015~~ ~~which~~2010 ~~will~~and beagain ~~recorded~~on ~~over~~March ~~the vesting period of the options. A total of $37~~22,~~754~~ ~~relating to vested options has been recorded as stock-based compensation expense and was determined using the Black-Scholes option pricing model with an expected life of 2 years~~2011, aprovides ~~average risk free interest rate of 0.45%~~that, ain ~~average~~order ~~dividend~~to ~~yield~~exercise ofits ~~0% and average expected volatility of 194% and was recorded as stock-based compensation expense during the year ended February 28~~Option, ~~2011. During~~ the ~~year~~Company ~~ended~~is ~~February~~obligated ~~29, 2012, a total of 700,000 of these options expired and were cancelled.~~to:

As1. ~~approved~~Pay ~~by the Board of Directors, on November 30, 2010, the Company granted 337,500 stock options under the 2010 Stock Option Plan~~ to ~~certain~~ ~~directors~~Mercer ofCanada ~~the Company at~~ $~~2.00~~200,000 ~~per~~immediately ~~share~~upon ~~for terms of four years. These options vest at a rate of 25% on grant and 25% at~~ the ~~end~~execution of ~~each of six, twelve and eighteen months from~~ the ~~date~~Mercer ofOption ~~grant.~~Agreement ~~The total fair value of these options was estimated to be $465,048~~ (~~$1.38~~the ~~per~~“Effective ~~stock option~~Date”) ~~was~~(paid ~~determined using~~on ~~the~~April ~~Black-Scholes option pricing model with an expected life of 4 years~~14, a risk free interest rate of 1.16%, a dividend yield of 0% and expected volatility of 187%. A total of $116,262 relating to vested options was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 225,000 of these options expired and were cancelled. 2010);

~~As approved by the Board of Directors, on November 30, 2010, the Company granted 50,000 stock options under the 2010 Stock Option Plan to certain consultants of the Company at $~~2.00 ~~per~~Issue ~~share~~to ~~for~~Mercer ~~terms of four years. A total of 12~~Canada,~~500~~ ofboth ~~these~~prior ~~stock~~to ~~options~~and ~~vested~~after on the ~~grant~~due ~~date~~and ofcomplete ~~December~~exercise ~~1, 2010. A total~~ of ~~37,500 of these stock options vest 25% at~~ the ~~end of each of six~~Options, ~~twelve~~an ~~and~~aggregate ~~eighteen months from the date~~ of ~~grant.~~up ~~The total fair value of these options which vested during the year ended February 28, 2011 was estimated~~ to ~~be $17~~5,~~224 ($1.38 per stock option)~~000,000 ~~and~~restricted ~~was~~shares ~~determined~~of ~~using~~ the ~~Black-Scholes~~ ~~option~~Company’s ~~pricing~~common ~~model with an expected life of 4 years~~stock, ~~a risk free interest rate of 1.16%, a dividend yield of 0% and expected volatility of 187% and was recorded~~ as ~~stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 37,500 of these options expired and were cancelled.~~follows:

~~TRESORO~~- ~~MINING~~an ~~CORP.~~initial ~~(An~~issuance ~~Exploration~~of ~~Stage~~2,500,000 ~~Company)~~shares ~~NOTES~~within TOtwo ~~CONSOLIDATED~~business ~~FINANCIAL~~days ~~STATEMENTS~~of ~~AUGUST~~the ~~31,~~Effective ~~2012~~Date (~~Expressed~~issued inon ~~U.S.~~April ~~Dollars)~~15, ~~(Unaudited~~2010); and

~~NOTE~~- 8a –final ~~CAPITAL~~issuance ~~STOCK~~of 2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (~~continued~~as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria) (as at November 30, 2012, no technical report has been prepared);

2010 Stock Option Plan (continued) As approved by the Board of Directors, on March 14, 2011, the Company granted 93,750 stock options under the 2010 Stock Option Plan to a director of the Company at $2.00 per share for terms of five years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The total fair value of these options was estimated to be $126,563 ($1.35 per stock option) was determined using the BlackF-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 2.00%, a dividend yield of 0% and expected volatility of 145%. A total of $67,757 relating to vested options was recorded as stock-based compensation expense during the year ended February 29, 2012. During the year ended February 29, 2012, a total of 93,750 of these options expired and were cancelled. 8

~~During~~TRESORO ~~the~~MINING ~~year ended February 29, 2012, 1,056,250 stock options with an exercise price of $2~~CORP.~~00, previously granted to certain officers, directors and management of the Company, expired and were cancelled.~~

~~The~~(An ~~Company’s~~Exploration ~~stock~~Stage ~~option activity for the three month period ended August 31, 2012 is summarized as follows:~~ Company)

			Weighted average exercise	Weighted average remaining
	Number of options		price per share	in contractual life (in years)
Balance, February 28, 2011	1,512,500		2.00	3.75 years
Granted	93,750		2.00	-
Expired – cancelled	(668,750	)	2.00	-
Exercised	-		-	-
Balance, February 28, 2012	550,000		2.00	2.75 years
Granted	-		-	-
Expired – cancelled	(12,500	)	2.00	-
Exercised	-		-	-
Balance, August 31, 2012	537,500		2.00	2.25 years

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 4 – MINERAL PROPERTY COSTS (continued)

A3. ~~total~~Provide offunding ~~537,500~~for ~~stock~~or ~~options~~expend ~~are~~minimum ~~exercisable~~cumulative as“Expenditures” atfor ~~August 31,~~“Exploration ~~2012.~~and ~~The~~Development” ~~Company~~(as ~~did~~defined ~~not~~in ~~recognize~~the anMercer ~~expense~~Option ~~related~~Agreement) towork ~~the~~on ~~outstanding stock~~or ~~options~~in ~~for~~connection ~~the~~with ~~period~~any ~~because~~of the ~~exercise~~mineral ~~price~~interests ofcomprising the ~~options~~Property ~~greatly exceeds~~interests ~~the~~of ~~market~~not ~~value~~less atthan ~~August 31~~$3,000,000, ~~2012.~~as follows:

~~NOTE~~- 9no –less ~~COMMITMENTS~~than ~~AND~~an ~~CONTINGENCIES~~initial $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2011 ($1,000,000 incurred);

~~The~~- ~~Company~~no isless ~~subject~~than toa ~~certain~~further ~~outstanding~~$1,000,000 ~~and~~of ~~future commitments~~the ~~related~~Expenditures toshall ~~its~~be ~~mineral~~expended ~~property~~on ~~interests~~the Property by December 31, 2012 (~~Note~~$1,000,000 4incurred).; and

On- ~~June~~no 9,less ~~2011,~~than ~~Rahim Jivraj,~~ a ~~former~~final ~~officer~~$1,000,000 ~~and director~~ of ~~the~~ ~~Company filed an action against~~ the ~~Company~~Expenditures inshall ~~the~~be ~~Supreme~~expended ~~Court~~on ~~of British Columbia. The plaintiff alleges that~~ the ~~Company~~Property ~~owes~~by ~~him~~December ~~certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees~~31, ~~expenses~~2013 and disbursements which is asserted were incurred by the plaintiff in the plaintiff’s prior role as an officer and director of the Company. The Company is of the view that such allegations are without merit and has and intends to vigorously contest the action. On July 13($1, ~~2011~~000,000 the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentationincurred).

~~TRESORO~~4. ~~MINING~~Pay ~~CORP.~~on Mercer Canada’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (Anbeing ~~Exploration~~that ~~Stage~~period ~~Company~~from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Mercer Option Agreement, which shall not be later than January 13, 2013), ~~NOTES~~and TOincluding, ~~CONSOLIDATED~~without ~~FINANCIAL~~limitation, ~~STATEMENTS~~all ~~AUGUST~~remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, ~~(Expressed~~the inCompany Uagreed an amended option payment schedule with the Underlying Property Owner.S. ~~Dollars)~~The ~~(Unaudited)~~Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:

~~NOTE~~- 9Pay –$20,000 ~~COMMITMENTS~~by ~~AND~~October ~~CONTINGENCIES~~14, 2009 (~~continued~~paid);

On- ~~July~~Pay ~~11,~~additional ~~2011~~$40,000 ~~Mercer~~on ~~Gold Corp. ("Mercer BC"), a privately held British Columbia company which is owned and/~~or ~~controlled~~ by ~~Mr.~~90 ~~Jivraj,~~days ~~delivered~~from aOctober ~~letter to the Company which purported to allege defaults (the "First Notice of Default") under the Company's existing Mineral Assets Option Agreement~~14, ~~dated~~2009 ~~for reference effective as at April 13, 2010~~ (~~the "Option Agreement"~~paid), with Mercer BC, with respect to the Guayables Gold Project in Columbia. It is the Company's position that the allegations of default re without merit and the letter was not valid notice of default under the Option Agreement. ;

On- ~~July~~Pay ~~19,~~additional ~~2011~~$40,000 ~~the~~on ~~Company~~or ~~responded~~by ~~and~~April ~~advised~~14, ~~Mercer~~2010 ~~BC as to its position with respect to each allegation of default in the First Notice of Default.~~(paid);

On- ~~August~~Pay ~~25,~~additional ~~2011~~$55,000 ~~Mercer~~on BCor ~~delivered~~by aJuly ~~letter to the Company~~14, ~~which~~2010 purported to terminate the Option Agreement on the basis that the alleged defaults had not been cured. The Company regards Mercer BC's position as without merit and considers the purported termination to be invalid. The Company intends to continue as operator of the mineral property interest underlying the project as set forth in the Option Agreement.(paid);

On- ~~September~~Pay 9,additional ~~2011~~$55,000 ~~the~~on ~~Company~~or ~~gave~~by ~~notice~~October to14, ~~Mercer~~2010 ~~BC that it intends to commence arbitration proceedings to address the validity of the termination.~~ (paid);

On- ~~September~~Pay ~~13,~~additional ~~2011~~$65,000 ~~the~~on ~~Company~~or filed an amended counterclaim as against Mr. Jivraj. The counterclaim seeks an order requiring Mr. Jivraj to disgorge to the Company all of his shares in Mercer BC together with restitution of all benefits he received from the Company while serving as its President. The Company also seeks damages, including aggravated and punitive damages. The counterclaim alleges that Mr. Jivraj acted in a conflict of interest, while President of the Company, by ~~reason of~~January ~~his failure to divest himself of his interest in Mercer BC. It alleges that he formed a plan to use funds raised by the Company to develop the Option Agreement property interests~~14, ~~and~~2011 then took active steps to put the Company in a position where it might default under the Option Agreement. It is alleged that he then resigned from the Company and resumed his position as President of Mercer BC in order to assist Mercer BC in reacquiring these property interests so that he could vend the property interests to another third party for new consideration. The counterclaim alleges that Mr. Jivraj has attempted to usurp a mature business opportunity belonging to the Company by assisting Mercer BC in issuing the default notice and the termination notice, in breach of fiduciary duty. In addition, the counterclaim alleges that Mr. Jivraj has interfered with the Company's economic interests using unlawful means, including fraud, deceit, conversion, slander of title and defamation. The counterclaim includes particulars of unlawful conduct, including an attempt by Mr. Jivraj to convince a Company consultant to assist him in triggering a default under the Option Agreement by ensuring that a third party service supplier was not (paid.);

On- ~~September~~Pay ~~20,~~additional ~~2011 the Company filed a notice of application against each of Mr. Jivraj and Mercer BC~~$75,000 ~~seeking~~on anor ~~injunction~~by ~~against~~April Mr. Jivraj and Mercer BC to restrain them from interfering with the Company's activities as operator of the Guayabales Gold Project in Colombia and from interfering with the Company's rights as optionee under the Option Agreement14, ~~pending~~201l ~~conclusion of arbitration.~~ (paid);

On- ~~October~~Pay 3,additional ~~2011~~$75,000 ~~Mercer BC filed a Response to Civil Claim, and~~ on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the Company's Board of Directors as defendants. These pleadings have been filed in opposition to the Company's claim seeking an interlocutory injunction pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things, a declaration that the Option Agreement is void and/or ~~rescission~~by ofJuly ~~the Option Agreement. The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious~~14, ~~spurious~~201l ~~and without factual basis.~~(paid);

On- ~~December~~Pay 6,additional ~~2011 the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC~~$85,000 ~~enjoining~~on ~~each~~or ofby ~~them~~October ~~from taking any steps to interfere with the Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement~~14, ~~pending~~201l ~~completion of the arbitration proceeding commenced by the Company with respect to such matter~~ (~~the "Arbitration Proceeding"~~paid)~~. The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.~~;

~~TRESORO~~- ~~MINING~~Pay ~~CORP.~~additional ~~(An~~$85,000 ~~Exploration~~on ~~Stage~~or ~~Company)~~by ~~NOTES~~January ~~TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31~~14, 2012 (~~Expressed in U.S. Dollars~~paid) ~~(Unaudited)~~;

~~NOTE~~- 9Pay –additional ~~COMMITMENTS~~$50,000 ~~AND~~on ~~CONTINGENCIES~~or by July 31, 2012 (~~continued~~paid);

~~The~~- ~~Court~~Pay ~~rejected~~additional ~~Mercer~~$60,000 ~~BC's~~on ~~application~~or ~~to stay the Arbitration Proceeding commenced~~ by ~~the~~August ~~Company.~~9, ~~Mercer~~2012 BC had argued that the Company was barred from seeking arbitration to challenge Mercer BC's termination of the Option Agreement. The Court determined that the Company was not barred and that the issues sought to be determined by the Company are appropriately advanced in the Arbitration Proceeding now being administered by the British Columbia International Commercial Arbitration Centre.(paid);

In- ~~the~~Pay ~~Reasons~~additional ~~for Judgment~~$50,000 ~~the~~on ~~Court~~or ~~has~~by ~~also~~August ~~ordered each of Mercer BC and Mr. Jivraj to disclose, within~~ 24 ~~hours~~, ~~the~~2012 ~~names~~(not ofpaid ~~all~~pending ~~persons and~~resolution ~~entities with whom Mr. Jivraj has discussed a possible sale or deal concerning the Property since March 28, 2011, and to refrain from communicating with any person or entity for the purpose~~ of ~~discussing~~certain alegal possible agreement concerning the Property in a manner inconsistent with the Company's continuing role as optionee and operator of the Property, pending the Arbitration Proceeding. The Court has further restrained Mr. Jivraj from taking any steps to transfer his shares in Mercer BC and the Company to any third party.matters);

On- ~~December~~Pay ~~21,~~additional ~~2011~~$50,000 ~~Mercer~~on BCor ~~delivered~~by aOctober ~~letter~~1, to2012 ~~the Company providing notice of default~~ (~~the~~not ~~“Second~~paid ~~Notice~~pending ofresolution ~~Default”) which purported to allege default by the Company under section 2.2(c)(i)~~ of ~~the~~certain ~~Option Agreement~~legal ~~as amended by the Company and Mercer BC on or about March 22, 2011.~~ matters);

On- ~~December~~Pay ~~29,~~additional ~~2011~~$50,000 ~~the~~on ~~Company~~or ~~responded~~by ~~and~~November ~~advised~~1, ~~Mercer BC~~2012 ~~that~~(not ~~the~~paid ~~Company~~pending ~~disputes~~resolution ~~the validity~~ of ~~the~~certain ~~Second~~legal ~~Notice of Default, that it denies that such default has occurred and that it is submitting the question to arbitration.~~matters);

On- ~~January~~Pay 9,additional ~~2012~~$50,000 ~~the~~on ~~Company~~or ~~filed~~by aDecember notice to arbitrate the Second Notice of Default with Mercer BC and the British Columbia International Commercial Arbitration Centre pursuant to Article 16.2 of the Option Agreement (“Arbitration Proceeding #2)1, ~~whereby~~2012 ~~the Company is seeking:~~ (~~i) a declaration that the Second Notice of Default is invalid; (ii) in the alternative, a declaration that the Company was~~ not inpaid ~~default~~pending asresolution ~~alleged in the Second Notice~~ of ~~Default;~~certain ~~and~~legal ~~(ii~~matters) ~~an order requiring Mercer BC to pay to the Company costs of the arbitration.~~ ;

On- ~~January~~Pay ~~13,~~additional ~~2012~~$50,000 ~~the~~on ~~arbitrators~~or (by the ~~“Arbitrators”)~~first of ~~the Arbitration~~each ~~Proceeding~~month ~~dealing with the First Notice~~ of ~~Default~~2013 ~~ordered~~and ~~the Company~~2014 and ~~Mercer~~each BCof tothe ~~post~~first ~~$35,000~~6 ~~each~~months asof ~~security~~2015 ~~for~~( ~~the~~January, ~~Arbitrators’ fees.~~2013 ~~The~~payment ~~Company~~not ~~complied~~paid ~~with~~pending ~~this~~resolution ~~order,~~of ~~however,~~certain ~~Mercer~~legal BCmatters); ~~has not.~~ and

On- ~~February~~Pay ~~16,~~additional ~~2012~~$1,595,000 ~~the Company applied to the Arbitration Proceeding to strike portions of Mercer BC’s defense~~ on ~~the~~or ~~basis~~by ~~that~~July ~~it raised factual issues~~14, ~~which were beyond the jurisdiction of the Arbitration Proceeding~~2015. The Company’s application was dismissed, however, in responding to the application, Mercer BC withdrew a further allegation of default, leaving only two remaining allegations of default from the original ten grounds of default contained in the First Notice of Default.

OnDuring ~~February 29, 2012,~~ the ~~Arbitration~~three ~~Proceeding~~and #2six ~~dealing with~~months ~~the~~ended ~~Second~~November ~~Notice~~30, of2012, ~~Default was settled on~~ the ~~basis~~Company ~~that~~incurred ~~Mercer~~mineral ~~BC withdrew~~properties ~~the~~exploration ~~Second~~expenditures ~~Notice~~ of ~~Default~~$18,388 ~~without~~and ~~prejudice~~$150,121, torespectively ~~its~~(2011 ~~ability~~- ~~to assert~~$Nil ~~default~~and ~~on the same grounds after December 31~~$76,294, ~~2012~~respectively).

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

OnAccounts ~~March~~payable 5,and ~~2012,~~accrued ~~the~~liabilities ~~Arbitrators~~are ~~provided~~non-interest ~~Mercer BC with a further 14 days to comply with the payment order~~bearing, ~~however,~~unsecured ~~Mercer~~and BChave ~~failed~~settlement ~~to comply~~dates ~~with~~within ~~such~~one ~~order~~year.

~~On March 19, 2012, the Arbitrators declared the termination notice that was issued by Mercer BC to the Company on August 25, 2011 as invalid.~~F-9

OnTRESORO ~~May~~MINING ~~2, 2012, the Arbitrators ordered that the Arbitration Proceedings shall be suspended until such time as Mercer BC complies with its order~~CORP.

On(An ~~August~~Exploration 6,Stage ~~2012, the~~ Company commenced an action against Rahim Jivraj and Mercer BC in US Federal Court under Civil Action number C12-1325 MJP. The Complaint against Jivraj and Mercer BC includes Federal Securities Fraud, Controlling Person Liability, Defamation, Breach of Fiduciary Duty, and Tortious.Breach of Implied Covenant of Good Faith and Fair Dealing. The claim is for compensatory damages, which claim may exceed US $43 million, presumed defamation damages and punitive damages, and return of the ten million shares of the Company's stock held by Jivraj and his nominees, as well as legal fees and costs. )

~~The~~NOTES ~~Company~~TO ~~delivered~~CONSOLIDATED aFINANCIAL ~~notice on October 11, 2012 that in 14 days it intends to take a default judgment against Rahim Jivraj and Mercer BC.~~ STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 6 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

~~TRESORO~~The ~~MINING~~amounts ~~CORP.~~charged ~~(An~~to ~~Exploration~~the ~~Stage~~ Company) ~~NOTES~~for TOthe ~~CONSOLIDATED~~services ~~FINANCIAL~~provided ~~STATEMENTS~~have ~~AUGUST~~been ~~31,~~determined ~~2012~~by ~~(Expressed~~negotiation among the parties and in Ucertain cases, are covered by signed agreements.S. It ~~Dollars)~~is ~~(Unaudited)~~the position of the management of the company that these transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.

~~NOTE~~The 10balance –due ~~SEGMENTED~~to ~~INFORMATION~~related parties of $222,501 at November 30, 2012 (February 29, 2012 - $77,201) is due to directors, and a company controlled by a director and/or shareholder of the Company and is unsecured, non-interest bearing and payable on demand.

~~The~~During the three and nine months ended November 30, 2012, the Company’s ~~only~~paid ~~business~~or ~~activity~~accrued ismanagement ~~exploration~~fees of $12,000 and ~~development~~ of$70,067, ~~mineral~~respectively, ~~properties.~~to ~~This~~directors ~~activity~~of isthe ~~carried~~Company ~~out~~(2011 in- ~~Colombia~~$14,464 and $67,712, respectively).

NOTE 7 – PROMISSORY NOTES PAYABLE

The ~~breakdown~~promissory note payable of $2,523,787 at November 30, 2012 (February 28, 2012 - $1,882,257) consists of principal and accrued interest of $2,230,719 (February 29, 2012 - $1,743,263) and $293,068 (February 29, 2012 - $138,994), respectively. As of November 30, 2012, $2,523,787 (February 29, 2012 - $1,882,257) is secured by ~~geographic~~a ~~area~~non-exclusive ~~for~~general security agreement charging all of the ~~period~~Company’s ~~ended~~president ~~August 31~~and after acquired personal property, ~~2012~~bears interest at 10% per annum and is asdue ~~follows:~~on demand.

NOTE 8 – CAPITAL STOCK

		United States		Colombia		Total
Net loss	$	423,414	$	130,742	$	554,156
Current assets	$	1,095	$	-	$	1,095
Deposit		-		1,176		1,176
Property and equipment and website		-		10,173		10,173
Other assets		-		5,795,000		5,795,000
Total assets	$	1,095	$	5,806,349	$	5,807,444

Authorized

The ~~breakdown~~total byauthorized ~~geographic~~capital ~~area~~is 140,625,000 common shares with par value of $0.001 per share. On June 4, 2007, the Company increased the authorized share capital from 75,000,000 shares of common stock to 375,000,000 shares of common stock with the same par value of $0.001 per share. On June 8, 2010, the Company filed a Certificate of Change with the Nevada Secretary of State in relation to the 1.5 for one forward split of the ~~year~~Company’s ~~ended~~common ~~February 29~~shares on March 11, ~~2012~~2008 isto aseffect ~~follows:~~the 1.5 for one forward split of the Company’s authorized common shares. As a result, the Company’s authorized capital was increased from 375,000,000 shares, par value of $0.001 per share, to 562,500,000 shares, par value of $0.001 per share. Effective May 12, 2011, the Company filed a Certificate of Change and Certificate of Correction with the Nevada Secretary of State in relation to the 1 for 4 reverse stock split of the Company’s common shares to effect the 1 for 4 reverse stock split of the Company’s authorized common shares (Note 1). As a result, the Company’s authorized capital was decreased from 562,500,000 shares, par value of $0.001 per share to 140,625,000 shares, par value of $0.001 per share.

		United States		Colombia		Total
Net loss	$	1,249,618	$	757,869	$	2,007,487
Current assets	$	9,631	$	116	$	747
Deposit		-		1,176		1,176
Property and equipment and website		-		15,638		15,638
Other assets		-		5,735,000		5,735,000
Total assets	$	9,631	$	5,750,754	$	5,761,561

Issued and Outstanding

~~The~~On ~~breakdown~~June by4, ~~geographic~~2007, ~~area~~the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company on a basis on 5 new common shares for 1 old common share. On February 26, 2008, and effective March 11, 2008, the ~~period~~directors ~~ended~~of ~~August 31~~the company approved a special resolution to undertake a further forward split of the common stock of the company on a basis on 1.5 new common shares for 1 old share. Effective May 12, 2011, isthe asCompany ~~follows:~~effected a 1 for 4 reverse stock split (Note 1).

		United States		Colombia		Total
Net loss	$	668,375	$	610,224	$	1,278,599
Current assets	$	79,639	$	-	$	79,639
Property and equipment		-		6,064		6,064
Other assets		-		5,565,000		5,565,000
Total assets	$	79,639	$	5,571,064	$	5,650,703

All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.

F- 5-10

~~Item~~TRESORO 2.MINING ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~CORP.

~~The~~(An ~~following~~Exploration ~~discussion~~Stage of our financial condition, changes in financial condition and results of operations for the six months ended August 31, 2012 and 2011 should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the six months ended August 31, 2012 and 2011. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those referred to under the heading “Risk Factors” in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012. Company)

~~Overview~~NOTES ofTO ~~Our~~CONSOLIDATED ~~Business~~FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

WeNOTE ~~are~~8 ~~currently~~– ~~engaged~~CAPITAL in the business of exploration of precious metals with a focus on the exploration and development of gold deposits in Colombia. As of the date of this quarterly report, our mineral interest consists of an option agreement on an exploration stage property as discussed below. We have not established any proven or probable reserves on our mineral property interest. There is no assurance that a commercially viable mineral deposit exists on our property interest. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined with respect to our mineral property interest. STOCK

AtIssued ~~the~~and ~~present~~Outstanding ~~time, our primary property of interest is the Guayabales Property, Colombia as described below.~~(continued)

~~Mineral~~The ~~Properties~~total –issued ~~Guayabales~~and ~~Property~~outstanding capital stock is 24,473,934 ~~Colombia~~commons shares with par value of $0.001 per share. The Company’s common stock issuances to date are as follows:

~~Mineral~~1. ~~Assets~~On ~~Option~~March ~~Agreement~~22, 2012, 4,014,565 common shares of the Company, valued at $200,728, were issued to settle the stock payable balance as of February 29, 2012. On February 23, 2012, the Company agreed to settle $120,437 of promissory note payable debts by issuing 4,014,565 common shares fair valued at $200,728 or $0.05 per share and recognizing a loss on debt settlement of $80,291.

~~On April 13,~~ 2010, weStock ~~entered into a definitive Mineral Assets~~ Option Agreement (the “Definitive Option Agreement”) with Mercer Gold Corporation, a private mining company (“MGC”), pursuant to which MGC formally granted to us an exclusive option (the “Option”) to acquire all of MGC’s current underlying option interests under a certain “Option Agreement”, dated for reference March 4, 2010 (the “Underlying Option Agreement”), as entered into between MGC and Comunidad Minera Guayabales (the “Underlying Property Owner” or “CMG”), pursuant to which MGC acquired from the Underlying Property Owner an option (the “Underlying Option”) to acquire a 100% legal, beneficial and registerable interest in and to certain mineral property concession interests which are held by way of license and which are located in the municipality of Marmato, Colombia, and which are better known and described as the “Guayabales” property (collectively, the “Guayabales Property”). The Definitive Option Agreement replaces an underlying letter of intent by and between and MGC and us, dated April 3, 2010. Plan

~~The~~Effective ~~Definitive~~November ~~Option~~30, ~~Agreement~~2010 ~~provides~~the ~~that~~Board of Directors of the Company ratified, approved and adopted a Stock Option Plan (the “2010 Stock Option Plan”) for the Company in ~~order~~the amount of 3,431,875 shares. In the event an optionee ceases to ~~exercise~~ ~~our~~be ~~Option~~employed or to provide services to the Company for reasons other than cause, weany ~~are~~Stock ~~obligated~~Option that is vested and held by such optionee may be exercisable within up to: ninety calendar days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine.

1.	Pay to MGC $200,000 immediately upon the execution of the Definitive Option Agreement (the “Effective Date”) (paid on April 14, 2010);
2.	Issue to MGC, both prior to and after the due and complete exercise of the Option, an aggregate of up to 5,000,000 restricted shares of the Company’s common stock, as follows:
	•	an initial issuance of 2,500,000 shares within two business days of the Effective Date (issued on April 15, 2010); and
	•	a final issuance of 2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria); (as at May 31, 2012, no technical report has been prepared).
3.	Provide funding for or expend minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Definitive Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $11,500,000 in the following manner:

Effective November 30, 2010, concurrent with the cancellation of the 2008 Stock Option Plan, 1,125,000 outstanding options were cancelled and immediately replaced with 1,125,000 options in the newly adopted 2010 Stock Option Plan. The replacement options have an exercise price of $2.00 per share for terms of four years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The Company measured the incremental compensation cost as the excess of the fair value of the modified options over the fair value of the original options immediately before the terms were modified. The incremental fair value resulting from the modification/replacement of the original options was estimated to be $151,015 which will be recorded over the vesting period of the options. A total of $37,754 relating to vested options has been recorded as stock-based compensation expense and was determined using the Black-Scholes option pricing model with an expected life of 2 years, a average risk free interest rate of 0.45%, a average dividend yield of 0% and average expected volatility of 194% and was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 700,000 of these options expired and were cancelled.

As approved by the Board of Directors, on November 30, 2010, the Company granted 337,500 stock options under the 2010 Stock Option Plan to certain directors of the Company at $2.00 per share for terms of four years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The total fair value of these options was estimated to be $465,048 ($1.38 per stock option) was determined using the Black-Scholes 6option pricing model with an expected life of 4 years, a risk free interest rate of 1.16%, a dividend yield of 0% and expected volatility of 187%. A total of $116,262 relating to vested options was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 225,000 of these options expired and were cancelled.

•As noapproved ~~less~~by ~~than~~the anBoard ~~initial~~of $1Directors,~~500~~ on November 30, 2010, the Company granted 50,000 stock options under the 2010 Stock Option Plan to certain consultants of the ~~Expenditures~~Company ~~shall~~at be$2.00 ~~expended~~per share for terms of four years. A total of 12,500 of these stock options vested on the ~~Property~~grant bydate of December 311, 2010. ~~(incurred);~~A •total noof ~~less~~37,500 ~~than~~of athese ~~further~~stock ~~$5,000,000~~options vest 25% at the end of each of six, twelve and eighteen months from the ~~Expenditures~~date ~~shall~~of begrant. The ~~expended~~total onfair value of these options which vested during the ~~Property~~year byended ~~December~~February 3128, 2011; was estimated to be $17,224 ($1.38 per stock option), and •was nodetermined ~~less~~using ~~than~~the Black-Scholes option pricing model with an expected life of 4 years, a ~~final~~risk $5free interest rate of 1.16%,~~000,000~~ a dividend yield of 0% and expected volatility of 187% and was recorded as stock-based compensation expense during the ~~Expenditures~~year ~~shall~~ended beFebruary ~~expended~~28, on2011. During the ~~Property~~year byended ~~December~~February 3129, 2012;, a total of 37,500 of these options expired and were cancelled.

4.	Pay on MGC’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (being that period from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Definitive Option Agreement, which shall not be later than January 13, 2013), and including, without limitation, all remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, the Company agreed an amended option payment schedule with the Underlying Property Owner. The Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:
	•	Pay $20,000 by October 14, 2009 (paid);
	•	Pay additional $40,000 on or by 90 days from October 14, 2009 (paid);
	•	Pay additional $40,000 on or by April 14, 2010 (paid);
	•	Pay additional $55,000 on or by July 14, 2010 (paid);
	•	Pay additional $55,000 on or by October 14, 2010 (paid);
	•	Pay additional $65,000 on or by January 14, 2011 (paid);
	•	Pay additional $75,000 on or by April 14, 201l (paid);
	•	Pay additional $75,000 on or by July 14, 201l (paid);
	•	Pay additional $85,000 on or by October 14, 201l (paid);
	•	Pay additional $85,000 on or by January 14, 2012 (paid);
	•	Pay additional $50,000 on or by July 31, 2012 (paid);
	•	Pay additional $60,000 on or by August 9, 2012(paid );
	•	Pay additional $50,000 on or by August 24, 2012(not paid pending resolution of certain legal matters);
	•	Pay additional $50,000 on or by October 1, 2012; (not paid pending resolution of certain legal matters)
	•	Pay additional $50,000 on or by November 1, 2012;
	•	Pay additional $50,000 on or by December 1, 2012;
	•	Pay additional $50,000 on or by the first of each month of 2013 and 2014 and each of the first 6 months of 2015; and
	•	Pay additional $1,595,000 on or by July 14, 2015..

F-11

OnTRESORO ~~December~~MINING 30, 2010, an amendment was agreed to whereby the funding for minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Definitive Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $11,500,000 was revised in the following manner: CORP.

~~• no less than an initial $750,000 of the Expenditures shall be expended on the Property by December 31, 2010~~ (~~incurred);~~An •Exploration noStage less than a further $5,750,000 of the Expenditures shall be expended on the Property by December 31, 2011; and • no less than a final $5,000,000 of the Expenditures shall be expended on the Property by December 31, 2012.Company)

OnNOTES ~~March~~TO ~~22,~~CONSOLIDATED ~~2011,~~FINANCIAL a further amendment was agreed to whereby the funding for minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Mercer Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests was reduced from $11,500,000 to $3,000,000 to be incurred in the following manner: STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 8 – CAPITAL STOCK (continued)

-2010 7Stock -Option Plan (continued)

•As noapproved ~~less~~by ~~than~~the anBoard ~~initial~~of $1Directors,~~000~~ on March 14,~~000~~ 2011, the Company granted 93,750 stock options under the 2010 Stock Option Plan to a director of the ~~Expenditures~~Company ~~shall~~at be$2.00 ~~expended~~per share for terms of five years. These options vest at a rate of 25% on grant and 25% at the ~~Property~~end byof ~~December~~each 31of six, ~~2011~~twelve ~~(incurred);~~and •eighteen nomonths ~~less~~from ~~than~~the adate ~~further~~of ~~$1,000,000~~grant. The total fair value of ~~the~~these ~~Expenditures~~options ~~shall~~was estimated to be ~~expended~~$126,563 on($1.35 per stock option) was determined using the ~~Property~~Black-Scholes byoption ~~December~~pricing 31model with an expected life of 5 years, ~~2012~~a ~~(incurred);~~risk ~~and~~free •interest norate ~~less~~of ~~than~~2.00%, a ~~final~~dividend yield of 0% and expected volatility of 145%. A total of $167,~~000,000~~757 ofrelating to vested options was recorded as stock-based compensation expense during the ~~Expenditures~~year ~~shall~~ended beFebruary ~~expended~~29, on2012. During the ~~Property~~year byended ~~December~~February 3129, ~~2013~~2012, ~~(incurred)~~a total of 93,750 of these options expired and were cancelled.

~~Title~~During the year ended February 29, 2012, 1,056,250 stock options with an exercise price of $2.00, previously granted to ~~Property~~certain officers, directors and ~~Underlying~~management ~~Option~~of ~~Agreement~~ the Company, expired and were cancelled.

CMG, a Colombian legal entity, is the rightful owner of the concession contract #LH 0071-17, an exploitation license valid until March 28, 2032, that was registered on March 28, 2008 by INGEOMINAS in the Department of Caldas (registration #HHXB 01). As described above, MGC, a privately-held, Canadian entity registered in British Colombia, entered into an Option Agreement “Underlying Option Agreement” with CMG on March 4, 2010 to acquire a 100% interest in Guayabales. The Company’s ~~entered~~stock ~~into~~option ~~the~~activity ~~Definitive~~for ~~Option Agreement with MGC as described above to acquire~~ the ~~100%~~nine ~~interest~~month ofperiod ~~Guayabales~~ended ~~subject~~November ~~to the terms of the Underlying Option Agreement. No surface agreements are in place; however~~30, ~~CMG represents~~2012 ~~and~~is ~~warrants~~summarized ~~reasonable~~as ~~surface access to Guayabales in the Underlying Option Agreement and the Colombian Mining Code guarantees surface access.~~ follows:

In Colombia, all mineral rights are the property of the government of Colombia. Obtaining a mining right does not transfer ownership of the mineral estate, but creates a temporary right to explore and benefit from minerals in exchange for royalty payments so long as the mining title remains in good standing. Under Colombian mining law, foreign individuals and corporations have the same rights as Colombian individuals and corporations, and Colombian governmental regulatory bodies are specifically prohibited from requiring any additional or different requirements than would be required of a Colombian individual or corporation.

	Number of options			Weighted average exercise price per share		Weighted average remaining in contractual life (in years)

Balance, February 28, 2011		1,512,500			2.00	3.75 years
Granted		93,750			2.00		-
Expired – cancelled		(668,750	)		2.00		-
Exercised		-			-		-

Balance, February 28, 2012		550,000			2.00	2.75 years
Granted		-			-		-
Expired – cancelled		(12,500	)		2.00		-
Exercised		-			-		-

Balance, November 30, 2012		537,500			2.00	2.00 years

~~Subject~~A tototal ~~the~~of ~~Definitive Option Agreement as described above~~537, ~~the~~500 ~~Company~~stock isoptions ~~responsible~~are ~~for~~exercisable all obligations established in the Underlying Option Agreement between MGC and CMG in order to complete the 100% acquisition of the Guayabales Property. These obligations include cash payments; provision for allowing continued Limited Mining Rights as ~~described~~at ~~below;~~November ~~property maintenance; and quarterly reports. More specifically~~30, ~~these include:~~ 2012.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

~~1. Cash Payments:~~ The Company is ~~responsible~~subject to ~~make~~certain ~~cash~~outstanding ~~payments~~and tofuture ~~CMG~~commitments asrelated ~~described above. 2. Limited Mining Rights: The Company provides CMG with Limited Mining Rights, allowing the cooperative group of miners belonging~~ to ~~the~~its ~~entity~~mineral ~~to continue mining operations on the~~ property. ~~Operations~~interests ~~are~~(Note not to exceed 80 metric tonnes per day, providing that the mining operations are restricted to geographic areas in which mining operations are currently being conducted. The Company has the right to terminate this right to mine, by either completing the cash payment schedule described above, or by making a one time cash payment of $600,000. 3. Property Maintenance: The Company is obligated to maintain the property in good standing, free and clear of all liens, charges and encumbrances. 4). ~~Property Reports: The Company is obligated to provide CMG with summary operating reports on a 3 month/quarterly schedule.~~

~~Technical~~On ~~Report~~June 9, 2011, Rahim Jivraj, a former officer and director of the Company filed an action against the Company in the Supreme Court of British Columbia. The plaintiff alleges that the Company owes him certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees, expenses and disbursements which is asserted were incurred by the plaintiff in the plaintiff’s prior role as an officer and director of the Company. The Company is of the view that such allegations are without merit and has and intends to vigorously contest the action. On July 13, 2011, the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentation.

~~We received a technical report in accordance with the provisions of National Instrument 43~~F-101, Standards of Disclosure for Mineral Projects (“NI 43-101”), of the Canadian Securities Administrators for the Guayabales Property, which is located in the Department of Caldas, Colombia. The complete technical report, which was authored by Dean D. Turner, C.P.G., a qualified person as defined in NI 43-101, was filed under our Company’s profile on the Canadian Securities Administrators public disclosure website, at www.sedar.com, on May 28, 2010. Mr. Turner prepared an update to this technical report, dated February 8, 2011.12

-TRESORO 8MINING - CORP.

On February 16, 2011, Tresoro issued a news release that it had received an updated Technical Report on the Guayabales Gold Project, and inadvertently failed to file such updated Technical Report which was required pursuant to section 4.2(~~1)(f)~~An ofExploration NIStage 43-101 since the annual information form for the year ended February 28, 2011 included inadvertent disclosure that the updated Technical Report contained measured, indicated and inferred mineral resource estimates for the Guayabales Project. Since Tresoro has a newly updated Technical Report, having an effective date of July 31, 2012, it will be filing this newly updated Technical Report, which was prepared by A.C.A. Howe International Limited, in the very near future instead of the previously updated Technical Report, dated February 8, 2011. Company)

~~Plan~~NOTES ofTO ~~Operations~~CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

WeOn ~~have~~July ~~decided~~11, to2011, ~~reduce~~Mercer Gold Corp. (“Mercer BC”), a privately held British Columbia company which is owned and/or controlled by Mr. Jivraj, delivered a letter to the ~~work~~Company ~~program~~which ~~for~~purported to allege defaults (the ~~next~~“First ~~12 months~~Notice ~~while~~of weDefault”) ~~review~~under ~~our~~the ~~forward~~Company’s ~~plan~~existing inMineral ~~depth~~Assets ~~and~~Option ~~estimate~~Agreement, wedated ~~will~~for ~~spend about~~reference $1effective as at April 13,~~000,000~~ ~~over~~2010 (the ~~next~~“Option 12Agreement”), ~~months.~~with ~~Further~~Mercer BC, wewith ~~expect~~respect to ~~spend approximately~~the ~~$300,000~~Guayables Gold Project in Columbia. It is the ~~next~~Company’s 12position ~~months~~that inthe ~~office~~allegations ~~and~~of ~~general~~default ~~expenses~~re ~~and professional,~~without ~~consulting~~merit and ~~management~~the ~~fees.~~letter was not valid notice of default under the Option Agreement.

~~Based~~On onJuly ~~our~~19, ~~current plan of operations as set forth above~~2011, ~~we estimate that we will require approximately $1.3 million to pursue our plan of operations over~~ the ~~next~~Company ~~twelve~~responded ~~months. As at August 31, 2012, we had cash of $1,095~~ and aadvised ~~working~~Mercer ~~capital~~BC ~~deficit~~as ofto ~~$(3,579,985).~~its Weposition ~~will~~with ~~require~~respect ~~additional financing~~ to ~~pursue~~each ~~our~~allegation ~~plan~~ of ~~operations~~default ~~over the next twelve months. There can be no assurance that we will obtain any additional financing~~ in the ~~amounts required~~First orNotice ~~on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and revise our plan~~ of ~~operations~~Default.

WeOn ~~anticipate~~August ~~that~~25, ~~additional~~2011, ~~funding~~Mercer ~~will~~BC bedelivered ina ~~the~~letter ~~form~~to ~~of equity financing from~~ the ~~sale of our common stock. However~~Company, wewhich ~~cannot~~purported ~~provide investors with any assurance that we will be able~~ to ~~raise~~terminate ~~sufficient funding from~~ the ~~sale~~Option ofAgreement ~~our~~on ~~common~~the ~~stock~~basis tothat ~~fund our plan of operations going forward. In~~ the ~~absence~~alleged ofdefaults ~~such~~had ~~financing,~~not ~~our~~been ~~business plan will fail~~cured. ~~Even~~The ifCompany weregards ~~are successful~~Mercer inBC’s ~~obtaining~~position ~~equity~~as ~~financing,~~without ~~there~~merit isand noconsiders ~~assurance that we will obtain~~ the ~~funding~~purported ~~necessary~~termination to ~~pursue~~be ~~our business plan~~invalid. IfThe weCompany dointends ~~not~~to continue to ~~obtain~~as ~~additional~~operator ~~financing~~of ~~going~~the ~~forward,~~mineral weproperty ~~will~~interest beunderlying ~~forced~~the toproject ~~re-evaluate or~~as ~~abandon~~set ~~our~~forth ~~plan~~in ofthe ~~operations~~Option Agreement.

WeOn ~~are~~September an9, ~~exploration~~2011, ~~stage~~the ~~company~~Company ~~and~~gave ~~have~~notice ~~not generated any revenue~~ to ~~date.~~Mercer ~~The~~BC ~~following~~that ~~table~~it ~~sets~~intends ~~forth~~to ~~selected~~commence ~~financial~~arbitration ~~information relating~~proceedings to ~~our~~address ~~Company for~~ the ~~periods~~validity ~~indicated:~~of the termination.

		For the six months ended		For the six months ended		For the period from inception (October 11, 2004) to
		August 31,		August 31,		August 31,
		2012		2011		2012
		(unaudited)		(unaudited)		(unaudited)
GENERAL & ADMINISTRATIVE EXPENSES
Write down of mineral property acquisition costs	$	-	$	-	$	14,625,000
Amortization and depreciation		5,678		555		7,013
Consulting fees		29,185		20,000		390,385
Legal and accounting		137,032		102,468		1,445,861
Management fees		58,067		32,575		629,357
Marketing and promotion		-		35,590		251,823
Mineral property exploration expenditures		131,733		754,420		2,267,432
Office and miscellaneous		61,582		102,660		559,430
Rent		30,000		56,219		223,257
Stock-based compensation		-		123,995		11,879,022
Loss on settlement of debt		-		-		160,406
Salaries and benefits		-		-		9,190
Gain on sale of property and equipment		-		106		(1,188	)

On September 13, 2011, the Company filed an amended counterclaim as against Mr. Jivraj. The counterclaim seeks an order requiring Mr. Jivraj to disgorge to the Company all of his shares in Mercer BC together with restitution of all benefits he received from the Company while serving as its President. The Company also seeks damages, including aggravated and punitive damages. The counterclaim alleges that Mr. Jivraj acted in a conflict of interest, while President of the Company, by reason of his failure to divest himself of his interest in Mercer BC. It alleges that he formed a plan to use funds raised by the Company to develop the Option Agreement property interests, and then took active steps to put the Company in a position where it might default under the Option Agreement. It is alleged that he then resigned from the Company and resumed his position as President of Mercer BC in order to assist Mercer BC in reacquiring these property interests so that he could vend the property interests to another third party for new consideration. The counterclaim alleges that Mr. Jivraj has attempted to usurp a mature business opportunity belonging to the Company by assisting Mercer BC in issuing the default notice and the termination notice, in breach of fiduciary duty. In addition, the counterclaim alleges that Mr. Jivraj has interfered with the Company's economic interests using unlawful means, including fraud, deceit, conversion, slander of title and defamation. The counterclaim includes particulars of unlawful conduct, including an attempt by Mr. Jivraj to convince a Company consultant to assist him in triggering a default under the Option Agreement by ensuring that a third party service supplier was not paid.

TOTAL GENERAL & ADMINISTRATIVE EXPENSES		453,277			1,228,588			32,446,988
OTHER ITEMS
Interest expense		(99,158	)		(48,283	)		(765,553	)
NET LOSS FOR THE PERIOD BEFORE TAXES	$	(552,435	)	$	(1,276,871	)	$	(33,312,541	)
Taxes		(8,257	)		-			(8,745	)
NET LOSS FOR THE PERIOD	$	(560,692	)	$	(1,276,871	)	$	(33,221,286	)

On September 20, 2011 the Company filed a notice of application against each of Mr. Jivraj and Mercer BC, seeking an injunction against Mr. Jivraj and Mercer BC to restrain them from interfering with the Company's activities as operator of the Guayabales Gold Project in Colombia and from interfering with the Company's rights as optionee under the Option Agreement, pending conclusion of arbitration.

-On 9October -3, 2011, Mercer BC filed a Response to Civil Claim, and on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the Company's Board of Directors as defendants. These pleadings have been filed in opposition to the Company's claim seeking an interlocutory injunction pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things, a declaration that the Option Agreement is void and/or rescission of the Option Agreement. The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious, spurious and without factual basis.

~~Six~~On ~~Months~~December ~~Ended~~6, ~~August~~2011 31the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC, ~~2012~~enjoining ~~Compared~~each of them from taking any steps to ~~Six~~interfere ~~Months Ended~~with ~~August~~the 31Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement, ~~2011~~pending completion of the arbitration proceeding commenced by the Company with respect to such matter (the "Arbitration Proceeding"). The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.

~~During the six months ended August 31, 2012 and August 31, 2011 we did not generate any revenue.~~ F-13

~~During~~TRESORO ~~the~~MINING ~~six months ended August 31, 2012 we incurred general and administrative expenses of $453,277 compared to $1,228,588 incurred during the six months ended August 31, 2011~~CORP. ~~The major components of our general and administrative expenses for the six months ended August 31, 2012 and 2011 consisted of the following:~~

~~consulting fees of $29,185 in 2012~~ (~~2011~~An -Exploration ~~$20,000),~~Stage Company)

~~interest~~NOTES ~~expense~~TO ofCONSOLIDATED ~~$99,158~~FINANCIAL ~~in 2012 (2011 - $48,283), increased between 2011 and 2012 due to increase in debt;~~ STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

~~legal~~The ~~and~~Court ~~accounting~~rejected ~~fees~~Mercer BC's application to stay the Arbitration Proceeding commenced by the Company. Mercer BC had argued that the Company was barred from seeking arbitration to challenge Mercer BC's termination of ~~$137,032~~the inOption ~~2012~~Agreement. ~~(2011~~The -Court ~~$102,468),~~determined ),that ~~which increased~~the ~~between~~Company ~~2011~~was not barred and ~~2012~~that ~~due~~the issues sought to ~~legal~~be ~~actions~~determined ~~related~~by tothe Company are appropriately advanced in the ~~Guayabales property;~~Arbitration Proceeding now being administered by the British Columbia International Commercial Arbitration Centre.

~~management~~In ~~fees~~the Reasons for Judgment, the Court has also ordered each of ~~$58~~Mercer BC and Mr. Jivraj to disclose,~~067~~ inwithin ~~2012~~24 (hours, the names of all persons and entities with whom Mr. Jivraj has discussed a possible sale or deal concerning the Property since March 28, 2011, -and ~~$32~~to refrain from communicating with any person or entity for the purpose of discussing a possible agreement concerning the Property in a manner inconsistent with the Company's continuing role as optionee and operator of the Property,~~575);~~ pending the Arbitration Proceeding. The Court has further restrained Mr. Jivraj from taking any steps to transfer his shares in Mercer BC and the Company to any third party.

~~marketing~~On ~~and~~December ~~promotion~~21, ~~costs~~2011, ofMercer ~~Nil~~BC indelivered ~~2012~~a letter to the Company providing notice of default (~~2011~~the -“Second ~~$35,590~~Notice of Default”), which ~~decreased~~ ~~between~~purported ~~2011~~to ~~and~~allege ~~2012~~default by the Company under section 2.2(c)(i) of the Option Agreement as weamended ~~decreased~~by ~~focus~~the Company and Mercer BC on ~~these~~or ~~activities;~~ about March 22, 2011.

~~mineral~~On ~~property~~December ~~development~~29, ~~expenditures~~2011, the Company responded and advised Mercer BC that the Company disputes the validity of ~~$131,733~~the inSecond ~~2012~~Notice ~~(2011~~of ~~- $754~~Default,~~420),~~ ~~which~~that ~~decreased~~it ~~between~~denies ~~2011~~that ~~and~~such ~~2012~~default ~~due~~has tooccurred ~~decreased~~and ~~exploration activity~~that onit is submitting the ~~Guayabales~~question ~~property;~~to arbitration.

~~office~~On January 9, 2012, the Company filed a notice to arbitrate the Second Notice of Default with Mercer BC and ~~miscellaneous~~the ~~expenses~~British Columbia International Commercial Arbitration Centre pursuant to Article 16.2 of ~~$61,582~~the Option Agreement (~~2011~~“Arbitration -Proceeding ~~$102~~#2),~~660~~ whereby the Company is seeking: (i) a declaration that the Second Notice of Default is invalid; (ii) in the alternative, ~~which decreased~~a ~~between~~declaration ~~2011~~that ~~and~~the ~~2012~~Company ~~due~~was tonot ~~decreased~~in ~~exploration~~default ~~activity~~as onalleged in the ~~Guayabales~~ ~~property~~Second Notice of Default; and (ii) an order requiring Mercer BC to pay to the Company costs of the arbitration.

~~rent~~On ofJanuary ~~$30~~13,~~000~~ in 2012, ~~(2011~~the -arbitrators ~~$56,219~~(the “Arbitrators”) ~~which~~of ~~decreased~~the ~~from~~Arbitration ~~2011~~Proceeding dealing with the First Notice of Default ordered the Company and Mercer BC to ~~2012 as~~post we$35,000 ~~decreased~~each ~~our~~as ~~activity~~security onfor the ~~Guayabales~~Arbitrators’ ~~property;~~fees. ~~and~~The Company complied with this order, however, Mercer BC has not.

~~stock-based~~On ~~compensation~~February 16, 2012, the Company applied to the Arbitration Proceeding to strike portions of ~~Nil~~Mercer inBC’s ~~2012~~defense ~~(2011~~on -the ~~$123~~basis that it raised factual issues,~~995),~~ which ~~decreased between~~were ~~2011~~beyond ~~and~~the ~~2012~~jurisdiction ~~due~~of the Arbitration Proceeding. The Company’s application was dismissed, however, in responding to ~~reduced~~the ~~issuance~~application, Mercer BC withdrew a further allegation of ~~stock~~default, ~~options.~~leaving only two remaining allegations of default from the original ten grounds of default contained in the First Notice of Default.

~~Our~~On ~~general~~February ~~and~~29, ~~administrative~~2012, ~~expenses~~the ~~incurred~~Arbitration ~~during~~Proceeding ~~the~~#2 ~~six months~~dealing ~~ended~~with ~~August~~the ~~31,~~Second ~~2012~~Notice ~~compared~~of toDefault ~~the~~was ~~six~~settled ~~months~~on ~~ended~~the ~~August~~basis ~~31,~~that ~~2011 decreased~~Mercer ~~primarily~~BC ~~due~~withdrew tothe aSecond ~~decrease~~Notice inof ~~exploration~~Default, ~~activity~~without onprejudice ~~the~~to ~~Guayabales property~~its ~~offset~~ability ~~somewhat~~to byassert ~~increased~~default ~~legal~~on ~~fees~~the ~~for~~same ~~legal~~grounds ~~actions~~after ~~related~~December ~~to the~~31, ~~Guayabales property~~2012.

~~During~~On March 5, 2012, the ~~six~~Arbitrators ~~months~~provided ~~ended~~Mercer ~~August~~BC ~~31,~~with ~~2012,~~a wefurther ~~recorded interest~~14 ~~expense~~days into comply with the ~~amount~~payment oforder, ~~$(99~~however,~~158)~~ ~~(2011:~~Mercer ~~$(48,283))~~BC ~~and~~failed ~~taxes~~to ~~of $(8,257)~~comply (with ~~2011-$Nil)~~such order.

AsOn aMarch ~~result~~19, of2012, the ~~above,~~Arbitrators ~~our~~declared ~~net~~the ~~loss~~termination ~~during~~notice ~~the~~that ~~six~~was ~~months ended~~issued ~~August~~by ~~31,~~Mercer ~~2012~~BC ~~was~~to ~~$(560~~the Company on August 25,~~692)~~ (2011~~-$(1,276,871)).~~ as invalid.

-On 10May -2, 2012, the Arbitrators ordered that the Arbitration Proceedings shall be suspended until such time as Mercer BC complies with its order.

~~Three Months Ended August 31, 2012 Compared to Three Months Ended August 31, 2011~~ F-14

~~During~~TRESORO ~~the~~MINING ~~three months ended August 31, 2012 and August 31, 2011 we did not generate any revenue~~CORP.

~~During~~(An ~~the~~Exploration ~~three~~Stage months ended August 31, 2012 we incurred general and administrative expenses of $252,945 compared to $195,129 incurred during the three months ended August 31, 2011. The major components of our general and administrative expenses for the three months ended August 31, 2012 and 2011 consisted of the following: Company)

~~consulting~~NOTES ~~fees~~TO ofCONSOLIDATED ~~$29,185~~FINANCIAL ~~in 2012 (2011 - $7,000), which increased between 2011 and 2012 due to technical analysis related to the exploration activity on the Guayabales property;~~ STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

~~legal~~On August 6, 2012, the Company commenced an action against Rahim Jivraj and ~~accounting~~Mercer ~~fees~~BC in US Federal Court under Civil Action number C12-1325 MJP. The Complaint against Jivraj and Mercer BC includes Federal Securities Fraud, Controlling Person Liability, Defamation, Breach of ~~$42~~Fiduciary Duty,~~017~~ inand ~~2012~~Tortious.Breach ~~(2011~~of –Implied ~~$71~~Covenant of Good Faith and Fair Dealing. The claim is for compensatory damages,~~417),~~ which ~~increased~~ ~~between~~claim ~~2011~~may exceed US $43 million, presumed defamation damages and ~~2012~~punitive ~~due~~damages, toand ~~legal~~return ~~actions~~of ~~related~~the toten million shares of the ~~Guayabales property;~~Company's stock held by Jivraj and his nominees, as well as legal fees and costs.

~~management~~The ~~fees~~Company ofdelivered ~~$26~~a notice on October 11,~~570~~ 2012 that in ~~2012~~14 ~~(2011~~days -it ~~$13,393),~~intends ~~which~~to ~~increased between~~take ~~2011~~a ~~and~~default ~~2012~~judgment ~~due~~against toRahim ~~one~~Jivraj ~~additional~~and ~~director/officer;~~Mercer BC.

~~marketing~~On ~~and~~November ~~promotion~~19, ~~costs~~2012, Mercer Gold Corp. (BC) filed a Notice of ~~$Nil~~Civil Claim in ~~2012~~the ~~(2011~~British -Columbia ~~$35~~Supreme Court seeking termination of the April 13,~~590),~~ ~~which decreased~~2010 agreement between ~~2011~~Mercer Gold Corp. (BC) and ~~2012~~the asCompany werelating ~~decreased~~to ~~focus~~the onGuayabales ~~these~~gold ~~activities;~~ project in Colombia. The Company regards this action to be entirely without merit.

~~mineral~~On ~~property~~November ~~exploration~~30th, ~~expenditures~~2012 ofthe ~~$91,926~~Company filed a Response to Civil Claim (the "Response") in ~~2012~~response to the civil claim of Mercer Gold Corp. (~~2011~~BC) ~~- $70~~filed in B.C Supreme Court on November 19,~~711);~~ 2012.

~~office~~The Response states, in part, that "The present Notice of Civil Claim is an attempt by [Rahim] Jivraj and ~~miscellaneous~~the ~~expenses~~Plaintiff [Mercer BC] and to evade the Order of ~~$45~~Mr. Justice Greyell,~~349~~ into ~~2012~~evade ~~(2011~~the –arbitration ~~$17~~provisions of the Option Agreement,~~858);~~ and to evade the obligation to pay arbitration fees." "The Notice of Claim is an abuse of process of the court by the Plaintiff [Mercer BC] and [Rahim] Jivraj personally."

~~rent~~The Response seeks orders that the Notice of ~~$15~~Civil Claim is an abuse of process of the court,~~000~~ and that special costs be awarded against Mercer B.C. and Rahim Jivraj. It also seeks interim and permanent injunctions restraining Mercer B.C. and Rahim Jivraj, based in ~~2012~~whole ~~(2011~~or -in ~~$12~~part,~~043);~~ directly or indirectly, on the Option Agreement, or any matters alleged in the actions described in the Response.

~~Our~~The ~~general~~US ~~and~~Federal ~~administrative~~Court ~~expenses~~Action ~~incurred~~commenced ~~during~~by the ~~three~~ ~~months~~Company ~~ended~~on August 316, 2012 ~~compared~~against Rahim Jivraj and Mercer BC continues to proceed. On January 10, 2013, the ~~three~~Company ~~months~~filed ~~ended~~submissions ~~August~~to 31the Chief Justice, ~~2011~~ ~~increased~~including ~~primarily~~the ~~due~~following proposed order which reads, in part: " IT IS FURTHER ORDERED, ADJUDGED AND DECREED that: (1) Defendant Mercer Gold Corp. (BC) is not permitted to ~~technical~~litigate ~~analysis~~in ~~related~~this Court without qualified legal counsel and no further delay shall be permitted for it to ~~the~~procure ~~exploration activity~~counsel. on(2) ~~the~~The ~~Guayabales~~Answer ~~property~~with respect to defendant Mercer Gold Corp. (BC) is stricken; and, (3) Defendant Mercer Gold Corp. (BC) has defaulted and judgment may be taken

~~During~~NOTE ~~the~~10 ~~three~~– ~~months~~SEGMENTED ~~ended August 31, 2012, we recorded interest expense in the amount of $(52,629) (2011: $(24,961)) and taxes of $(4,252) ( 2011-$Nil).~~INFORMATION

AsThe aCompany’s ~~result~~only ofbusiness ~~the~~activity ~~above,~~is ~~our~~exploration ~~net~~and ~~loss~~development ~~during~~of ~~the~~mineral ~~three~~properties. This ~~months ended~~activity ~~August~~is ~~31,~~carried ~~2012~~out ~~was~~in ~~$(309,826) (2011-$(220,090))~~Colombia.

~~Liquidity~~The ~~and~~breakdown ~~Capital~~by ~~Resources~~geographic area for the nine month period ended November 30, 2012 is as follows:

As at August 31, 2012, our current assets were $1,095 (February 29, 2012 - $9,747) and our current liabilities were $3,581,080 (February 29, 2012 - $2,974,508), which resulted in a working capital deficit of $(3,579,985) compared to a working capital deficit of $(2,964,761) at February 29, 2012.

	United States		Colombia		Total

Net loss	$	562,992	$	119,148	$	682,140

Current assets	$	2,157	$	-	$	2,157
Deposit		-		1,176		1,176
Property and equipment and website		-		9,992		9,992
Other assets		-		5,795,000		5,795,000

Total assets	$	2,157	$	5,806,168	$	5,808,325

~~Total Stockholders’ equity decreased from $2,787,053 at February 29, 2012 to $2,226,364 at August 31, 2012.~~ F-15

~~Cash~~TRESORO ~~Flows~~MINING ~~Used in Operating Activities~~CORP.

~~We have not generated positive cash flows from operating activities. For the six months ended August 31, 2012, net cash flows used in operating activities was~~ (~~$398,014)~~An ~~consisting~~Exploration ~~primarily~~Stage ~~of a net loss of ($560,692~~Company). Net cash flows used in operating activities was adjusted by $99,158 in accrued interest on the promissory notes and $5,678 in depreciation of property and equipment. Net cash flows used in operating activities was further changed by $(75,458) in decrease of accounts payable and accrued liabilities, and $133,300 in increase in due to related parties.

~~For~~NOTES ~~the~~TO ~~six~~CONSOLIDATED ~~months~~FINANCIAL ended August 31, 2011, net cash flows used in operating activities was ($479,335) consisting primarily of a net loss of ($1,276,871). Net cash flows used in operating activities was adjusted by $48,283 in accrued interest on the promissory notes, depreciation of $555, a loss on sale of assets of $106 and $123,995 in stock based compensation. Net cash flows used in operating activities was further changed by ($13,509) in increase in accounts receivable, $11,665 for decrease in prepaid expenses, $612,317 for increase in accounts payable and accrued liabilities and $14,124 in increase due to related parties. STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

-The 11breakdown -by geographic area for the year ended February 29, 2012 is as follows:

Cash Flows Used in Investing Activities

	United States		Colombia		Total

Net loss	$	1,249,618	$	757,869	$	2,007,487

Current assets	$	9,631	$	116	$	747
Deposit		-		1,176		1,176
Property and equipment and website		-		15,638		15,638
Other assets		-		5,735,000		5,735,000

Total assets	$	9,631	$	5,750,754	$	5,761,561

For the six months ended August 31, 2012, net cash flows used in investing activities was $(60,213) compared to net cash flows used in investing activities during the six months ended August 31, 2011 of ($149,514). This change was primarily as a result of option payments to Comunidad for the Guayabales Property.F-16

~~Cash~~TRESORO ~~Flows~~MINING ~~Provided by Financing Activities~~CORP.

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months ended August 31, 2012, net cash flows provided from financing activities was $449,575 compared to $524,700 for the six months ended August 31, 2011. Cash flows from financing activities for the six months ended August 31, 2012 consisted of $554,575 in advances on promissory notes and $(~~105,000)~~An ~~in repayment~~Exploration onStage ~~promissory notes. Cash flows from financing activities for the six months ended August 31, 2011 consisted of $142,200 in advances on promissory notes and $(25,000~~Company) ~~in repayment on promissory notes, $400,000 for common shares issued for cash and $7,500 in advances from related parties.~~

WeNOTES ~~expect~~TO ~~that~~CONSOLIDATED ~~working~~FINANCIAL capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase as we expand our exploration activities as set forth above under “Plan of Operations”. STATEMENTS

NOVEMBER 30, 2012

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 10 – SEGMENTED INFORMATION (continued)

~~Critical~~The ~~Accounting~~breakdown ~~Policies~~by ~~and~~geographic ~~Estimates~~area for the nine month period ended November 30, 2011 is as follows:

Our condensed interim financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

	United States		Colombia		Total

Net loss	$	1,125,730	$	597,249	$	1,722,979

Current assets	$	89,583	$	258	$	89,841
Property and equipment		-		6,064		6,064
Other assets		-		5,650,000		5,650,000

Total assets	$	89,583	$	5,656,322	$	5,745,905

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.F-17

~~Basis~~Item 2. Management’s Discussion and Analysis of ~~Presentation~~Financial Condition and Results of Operations

The ~~accounting~~following ~~and~~discussion ~~reporting~~of ~~policies~~our financial condition, changes in financial condition and results of operations for the ~~Company~~nine ~~conform~~months ~~to U.S.~~ended ~~GAAP~~November ~~applicable~~30, to2012 ~~exploration~~and ~~stage~~2011 ~~enterprises.~~should ~~The~~be ~~functional~~read ~~currency is~~in conjunction with our unaudited interim consolidated financial statements and related notes for the Unine months ended November 30, 2012 and 2011.S. The ~~dollar~~following discussion contains forward-looking statements that involve risks, uncertainties and ~~the~~assumptions. Our ~~financial~~actual results may differ materially from those anticipated in these forward-looking statements ~~are~~as ~~presented~~a result of many factors, including, but not limited to, those referred to under the heading “Risk Factors” in UItem 1A. Sto Part I of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012. ~~dollars.~~

~~The~~Overview ~~consolidated financial statements include the accounts~~ of ~~the~~ ~~Company~~Our ~~and its wholly-owned subsidiaries, Mercer One Panama Corp. and Mercer Two Panama Corp. All significant inter-company transactions and account balances have been eliminated upon consolidation.~~ Business

~~Mineral~~We ~~Property~~are ~~Expenditures~~currently engaged in the business of exploration of precious metals with a focus on the exploration and development of gold deposits in Colombia. As of the date of this quarterly report, our mineral interest consists of an option agreement on an exploration stage property as discussed below. We have not established any proven or probable reserves on our mineral property interest. There is no assurance that a commercially viable mineral deposit exists on our property interest. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined with respect to our mineral property interest.

~~Mineral property acquisition costs are initially capitalized as tangible assets when purchased.~~ At the ~~end~~present ~~of each fiscal quarter end~~time, ~~the Company~~our ~~assesses~~primary ~~the carrying costs for impairment. If proven and probable reserves are established for a~~ property ~~and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-~~of~~-production~~ ~~method~~interest ~~over~~is the ~~estimated~~Guayabales ~~life~~Property, ofColombia ~~the~~as ~~probable~~described ~~reserve~~below.

Mineral ~~property~~Properties ~~exploration~~– ~~costs~~Guayabales ~~are~~Property, ~~expensed as incurred.~~Colombia

-Mineral 12Assets -Option Agreement

~~Estimated~~On ~~future~~April ~~removal~~13, ~~and~~2010, ~~site~~we ~~restoration~~entered ~~costs,~~into ~~when determinable~~a ~~are~~definitive ~~provided~~Mineral ~~over~~Assets Option Agreement (the ~~life~~“Definitive ofOption ~~proven~~Agreement”) ~~reserves~~with onMercer Gold Corporation, a ~~units-of-production~~ ~~basis.~~private ~~Costs~~mining company (“MGC”), pursuant to which ~~include~~MGC ~~production~~formally ~~equipment~~granted ~~removal~~to ~~and environmental~~us ~~remediation,~~an ~~are~~exclusive ~~estimated~~option ~~each~~(the ~~period~~“Option”) byto ~~management~~acquire ~~based~~all on of MGC’s current ~~regulations~~underlying option interests under a certain “Option Agreement”, ~~actual~~dated ~~expenses~~for ~~incurred~~reference March 4, ~~and~~2010 ~~technology~~(the ~~and~~“Underlying ~~industry standards.~~Option ~~Any~~Agreement”), ~~charge~~as isentered ~~included~~into inbetween ~~exploration~~MGC ~~expense~~and Comunidad Minera Guayabales (the “Underlying Property Owner” or “CMG”), pursuant to which MGC acquired from the ~~provision~~Underlying ~~for depletion~~Property ~~and~~Owner ~~depreciation~~an ~~during~~option (the ~~period~~“Underlying Option”) to acquire a 100% legal, beneficial and ~~the~~registerable ~~actual~~interest ~~restoration expenditures~~in and to certain mineral property concession interests which are ~~charged~~held toby way of license and which are located in the ~~accumulated~~municipality ~~provision~~of ~~amounts~~Marmato, Colombia, and which are better known and described as ~~incurred~~the “Guayabales” property (collectively, the “Guayabales Property”). The Definitive Option Agreement replaces an underlying letter of intent by and between and MGC and us, dated April 3, 2010.

AsThe ofDefinitive ~~the~~Option ~~date~~Agreement ofprovides ~~these financial statements~~that, ~~the~~in ~~Company~~order ~~has not~~to ~~established~~exercise ~~any~~our ~~proven~~Option, orwe ~~probable~~are ~~reserves~~obligated ~~on its mineral properties and incurred only acquisition and exploration costs.~~ to:

~~Although~~1. ~~the~~Pay ~~Company has taken steps~~ to ~~verify~~MGC ~~title to mineral properties in which it has an interest~~$200,000 ~~according~~immediately toupon the ~~usual~~execution ~~industry standards~~of ~~for~~ the ~~stage~~Definitive ofOption ~~exploration~~Agreement ~~of such properties, these procedures do not guarantee~~ (the ~~Company’s~~“Effective ~~title.~~Date”) ~~Such~~(paid ~~properties~~on ~~may~~April be14, ~~subject to prior agreements or transfers and title may be affected by undetected defects.~~ 2010);

~~Asset~~2. ~~Retirement~~Issue ~~Obligations~~to MGC, both prior to and after the due and complete exercise of the Option, an aggregate of up to 5,000,000 restricted shares of the Company’s common stock, as follows:

~~The~~· ~~Company~~an ~~has~~initial ~~adopted~~issuance ~~ASC~~of ~~410~~2, ~~“Asset Retirement and Environmental Obligations”~~500,000 ~~which~~shares ~~requires~~within ~~that~~two ~~the~~business ~~fair~~days ~~value~~ of ~~a liability for an asset retirement obligation be recognized in~~ the ~~period~~Effective inDate ~~which~~(issued iton isApril incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. There were no asset retirement obligations as at August 3115, ~~2012.~~2010); and

~~Use~~· a final issuance of ~~Estimates~~2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria); (as at May 31, 2012, no technical report has been prepared).

~~The~~3. ~~preparation~~Provide offunding ~~financial~~for ~~statements~~or inexpend ~~conformity~~minimum ~~with~~cumulative ~~GAAP requires~~“Expenditures” ~~management~~for to“Exploration ~~make estimates~~ and ~~assumptions~~Development” ~~that~~(as ~~affect~~defined in the ~~reported amounts~~Definitive ofOption ~~assets~~Agreement) ~~and~~work ~~liabilities~~on ~~and~~or ~~disclosure~~in ofconnection ~~contingent~~with ~~assets~~any ~~and liabilities at the date~~ of the ~~financial~~mineral ~~statements~~interests ~~and~~comprising the ~~reported~~Property ~~amounts~~interests of ~~revenues~~ ~~and~~not ~~expenses~~less ~~during~~than ~~the~~$11,500,000 ~~period.~~in ~~Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are~~ the ~~determination~~following ~~of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.~~ manner:

~~Cash and Cash Equivalents~~ 5

~~For~~· ~~the~~no ~~statements~~less ofthan ~~cash~~an ~~flows~~initial $1,500,000 ~~all highly liquid investments with maturity~~ of ~~three~~the ~~months~~Expenditures orshall ~~less are considered to~~ be ~~cash~~expended ~~equivalents. There~~on ~~were~~the noProperty ~~cash~~by ~~and~~December ~~cash equivalents as of August~~ 31, ~~2012~~2010 ~~and February 29, 2012 that exceeded federally insured limits.~~ (incurred);

~~Net~~· ~~Income~~no ~~(Loss)~~less ~~per~~than ~~Common~~a ~~Share~~further $5,000,000 of the Expenditures shall be expended on the Property by December 31, 2011; and

~~The~~· ~~Company~~no ~~computes~~less ~~income~~than ~~(loss)~~a ~~per~~final ~~share in accordance with ASC 260~~$5,000,000 ~~“Earnings Per Share” which requires presentation~~ of ~~both~~the ~~basic~~Expenditures ~~and diluted~~shall ~~earnings~~be ~~per~~expended ~~share~~ on the ~~face~~Property ~~of the statement of operations. Basic income (loss) per share is computed~~ by ~~dividing~~December ~~net~~31, ~~income~~2012; (loss) available to common shareholders by weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. and

~~Financial~~4. ~~Instruments~~Pay on MGC’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (being that period from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Definitive Option Agreement, which shall not be later than January 13, 2013), and including, without limitation, all remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, the Company agreed an amended option payment schedule with the Underlying Property Owner. The Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:

~~The~~· ~~fair~~Pay ~~value~~$20,000 ofby ~~the~~October ~~Company’s~~14, ~~financial~~2009 ~~assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.~~ (paid);

-· 13Pay -additional $40,000 on or by 90 days from October 14, 2009 (paid);

~~Income~~· ~~Taxes~~Pay additional $40,000 on or by April 14, 2010 (paid);

~~The~~· ~~Company~~Pay ~~follows~~additional ~~the liability method of accounting for income taxes. Under this method~~$55,000 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on ~~deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment~~ or ~~substantive~~by ~~enactment.~~July ~~As at August 31~~14, ~~2012,~~2010 the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards. (paid);

~~Foreign~~· ~~Currency~~Pay ~~Translation~~additional $55,000 on or by October 14, 2010 (paid);

~~The~~· ~~financial~~Pay ~~statements~~additional ~~are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”~~$65,000 ~~foreign~~on ~~denominated~~or ~~monetary assets~~by ~~and~~January liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity14, ~~whereas~~2011 ~~gains or losses resulting from foreign currency transactions are included in results of operations.~~(paid);

~~Stock-Based~~· ~~Compensation~~Pay additional $75,000 on or by April 14, 201l (paid);

On· ~~June~~Pay 1,additional ~~2006~~$75,000 the Company adopted ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on ~~the~~or ~~calculated~~by ~~fair value~~July ~~of the award~~14, ~~and~~201l ~~is recognized as an expense over the employees’ requisite service period~~ (~~generally the vesting period of the equity grant~~paid). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. The adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”. ;

~~Recently~~· ~~Issued~~Pay ~~Accounting~~additional ~~Pronouncements~~$85,000 on or by October 14, 201l (paid);

In· ~~June~~Pay ~~2011,~~additional ~~the FASB issued ASU 2011-05~~$85,000 ~~“Presentation~~on of Comprehensive Income”. This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or inby ~~two~~January ~~separate but consecutive statements. In both choices~~14, an2012 entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its consolidated financial statements. (paid);

~~Funding~~· ~~for~~Pay ~~Plan~~additional of$50,000 ~~Operations~~on or by July 31, 2012 (paid);

As· ~~set~~Pay ~~forth~~additional ~~above under “Plan of Operations”~~$60,000 weon ~~anticipate that~~or weby ~~will~~August ~~required~~9, ~~approximately~~2012(paid ~~$1.3 million over the next twelve months to pursue our Plan of Operations. We will require additional financing in order to be able to fund our plan of operations.~~ );

~~Generally,~~· wePay ~~have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates~~ additional increases in exploration expenses and capital expenditures relating to: (i) exploration properties; and (ii) future exploration property acquisitions. We intend to finance these expenses with further issuances of securities$50,000 ~~and~~on ~~debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity~~ or ~~convertible~~by ~~debt~~August ~~securities will result in dilution to our current shareholders. Further~~24, ~~such securities might have rights, preferences or privileges senior to our common stock. Additional financing may~~ 2012(not bepaid ~~available~~pending ~~upon~~resolution ~~acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage~~ of ~~prospective~~certain ~~new~~legal ~~business endeavors or opportunities, which could significantly and materially restrict our business operations.~~ matters);

-· 14Pay -additional $50,000 on or by October 1, 2012; (not paid pending resolution of certain legal matters)

~~Off-Balance~~· ~~Sheet~~Pay ~~Arrangements~~additional $50,000 on or by November 1, 2012 ( not paid pending resolution of certain legal matters);

We· doPay ~~not~~additional ~~have~~$50,000 ~~any~~on ~~off-balance sheet arrangements that have~~ or ~~are~~ ~~reasonably~~by ~~likely~~December ~~to have a current or future effect on our financial condition~~1, ~~changes~~2012 in( ~~financial~~not ~~condition,~~paid ~~revenues~~pending orresolution ~~expenses, results~~ of ~~operations,~~ ~~liquidity,~~certain ~~capital~~legal ~~expenditures or capital resources that is material to investors.~~ matters);

~~Item~~· 3.Pay ~~Quantitative~~additional $50,000 on or by the first of each month of 2013 and ~~Qualitative~~2014 ~~Disclosures~~and ~~about~~each ~~Market~~of ~~Risk~~the first 6 months of 2015 ( January 1, 2013 payment not paid pending resolution of certain legal matters); and

As· aPay ~~“smaller~~additional ~~reporting company” (as defined in Item 10(f)(~~$1~~) of Regulation S-K)~~,595,000 ~~our~~on ~~Company~~or ~~is not required to provide information required~~ by ~~this~~July ~~Item.~~14, 2015..

~~Item~~On 4.December ~~Controls~~30, 2010, an amendment was agreed to whereby the funding for minimum cumulative “Expenditures” for “Exploration and ~~Procedures~~Development” (as defined in the Definitive Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $11,500,000 was revised in the following manner:

~~Disclosure~~· ~~Controls~~no ~~and~~less ~~Procedures~~than an initial $750,000 of the Expenditures shall be expended on the Property by December 31, 2010 (incurred);

We· ~~maintain~~no ~~disclosure~~less ~~controls~~than ~~and~~a ~~procedures~~further ~~that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934~~$5, ~~as amended~~750,000 isof ~~recorded, processed, summarized and reported within~~ the ~~time~~Expenditures ~~periods~~shall ~~specified~~be inexpended on the ~~SEC’s~~ ~~rules~~Property ~~and~~by ~~forms,~~December ~~and that such information is accumulated and communicated to our principal executive officer~~31, ~~Gary~~2011; ~~Powers,~~ and our principal financial officer, William Thomas, to allow for timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

~~Gary~~· ~~Powers,~~no ~~our~~less ~~principal~~than ~~executive~~a ~~officer,~~final ~~and William Thomas~~$5, ~~our principal financial officer~~000,000 ~~have evaluated the effectiveness~~ of ~~our disclosure controls and procedures (as defined in Rule 13a-15(e) of~~ the ~~Exchange Act)~~Expenditures asshall ofbe ~~August~~expended ~~31, 2012. Based~~ on ~~this~~the ~~evaluation,~~Property ~~our~~by ~~principal~~December ~~executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of August~~ 31, 2012.

~~Changes in Internal Control over Financial Reporting~~6

~~There~~On ~~have~~March ~~not~~22, ~~been~~2011, ~~any~~a ~~changes~~further inamendment ~~our~~was ~~internal~~agreed ~~control~~to ~~over financial~~whereby ~~reporting~~the ~~that~~funding ~~occurred~~for minimum ~~during~~cumulative ~~our~~“Expenditures” ~~fiscal~~for ~~quarter~~“Exploration ~~ended~~and ~~August~~Development” ~~31, 2012~~(as ~~that~~defined ~~have~~in ~~materially~~the ~~affected,~~Mercer Option Agreement) work on or ~~are~~in ~~likely~~connection towith ~~materially~~any ~~affect~~of the mineral interests comprising the Property interests was reduced from $11,500,000 ~~our internal~~to ~~control~~$3,000,000 ~~over~~to ~~financial~~be ~~reporting.~~incurred in the following manner:

~~PART~~· IIno –less ~~OTHER~~than ~~INFORMATION~~an initial $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2011 (incurred);

~~Item~~· no less than a further $1.,000,000 ~~Legal~~of ~~Proceedings~~the Expenditures shall be expended on the Property by December 31, 2012 (incurred); and

On· ~~June~~no 9,less ~~2011,~~than ~~Rahim Jivraj,~~ a ~~former officer~~final ~~and~~$1,000,000 ~~director~~ of the ~~Company~~Expenditures ~~filed~~shall anbe ~~action~~expended ~~against~~on the ~~Company~~Property inby ~~the Supreme~~December ~~Court of British Columbia. The plaintiff alleges that the Company owes him certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees~~31, ~~expenses~~2013 ~~and disbursements which is asserted were~~ (incurred ~~by the plaintiff in the plaintiff's prior role as an officer and director of the Company~~). The Company is of the view that such allegations are without merit and intends to vigorously contest the action. On July 13, 2011, the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentation.

OnTitle ~~July~~to ~~11,~~Property ~~2011, Mercer Gold Corp. ("Mercer BC"), a privately held British Columbia company which is owned~~ and~~/or~~ ~~controlled~~Underlying ~~by Mr. Jivraj, delivered a letter to the Company which purported to allege defaults (the “First Notice of Default”) under the Company's existing Mineral Assets~~ Option ~~Agreement,~~ ~~dated for reference effective as at April 13, 2010 (the "Option~~ Agreement"), with Mercer BC, with respect to the Guayabales Gold Project in Columbia. It is the Company's position that the allegations of default are without merit and the letter was not valid notice of default under the Option Agreement.

CMG, a Colombian legal entity, is the rightful owner of the concession contract #LH 0071-17, 15an exploitation license valid until March 28, 2032, that was registered on March 28, 2008 by INGEOMINAS in the Department of Caldas (registration #HHXB 01). As described above, MGC, a privately-held, Canadian entity registered in British Colombia, entered into an Option Agreement “Underlying Option Agreement” with CMG on March 4, 2010 to acquire a 100% interest in Guayabales. The Company entered into the Definitive Option Agreement with MGC as described above to acquire the 100% interest of Guayabales subject to the terms of the Underlying Option Agreement. No surface agreements are in place; however, CMG represents and warrants reasonable surface access to Guayabales in the Underlying Option Agreement and the Colombian Mining Code guarantees surface access.

OnIn ~~July 19~~Colombia, ~~2011,~~all mineral rights are the ~~Company~~property ~~responded~~of ~~and~~the ~~advised~~government ~~Mercer~~of ~~BC as~~Colombia. Obtaining toa ~~its~~mining ~~position~~right ~~with~~does ~~respect~~not transfer ownership of the mineral estate, but creates a temporary right to ~~each~~explore ~~allegation~~and ofbenefit ~~default~~from minerals in exchange for royalty payments so long as the ~~First Notice~~mining title remains in good standing. Under Colombian mining law, foreign individuals and corporations have the same rights as Colombian individuals and corporations, and Colombian governmental regulatory bodies are specifically prohibited from requiring any additional or different requirements than would be required of ~~Default~~a Colombian individual or corporation.

OnSubject ~~August~~to ~~25,~~the ~~2011,~~Definitive ~~Mercer~~Option BCAgreement ~~delivered~~as adescribed ~~letter~~above, to the Company, ~~which~~is ~~purported~~responsible tofor ~~terminate~~all ~~the~~obligations ~~Option~~established ~~Agreement~~in on the ~~basis~~Underlying ~~that~~Option ~~the alleged~~Agreement ~~defaults~~between ~~had~~MGC ~~not~~and ~~been~~CMG ~~cured.~~in ~~The~~order ~~Company~~to ~~regards~~complete ~~Mercer~~the ~~BC's~~100% ~~position~~acquisition ~~as without~~of ~~merit~~the ~~and~~Guayabales ~~considers~~Property. These ~~the~~obligations ~~purported~~include ~~termination~~cash topayments; beprovision ~~invalid.~~for ~~The~~allowing ~~Company intends~~continued toLimited ~~continue~~Mining Rights as ~~operator~~described ofbelow; ~~the mineral~~ property ~~interests~~maintenance; ~~underlying~~and ~~the project~~quarterly asreports. More ~~set~~specifically, ~~forth~~these ~~in the Option Agreement.~~include:

On1. ~~September~~Cash 9,Payments: ~~2011,~~The ~~the~~ Company ~~gave~~is ~~notice~~responsible to ~~Mercer~~make BCcash ~~that it~~payments ~~intends~~ to ~~commence~~CMG ~~arbitration~~as ~~proceedings~~described ~~to address the validity of the termination~~above.

On2. ~~September~~Limited ~~13,~~Mining ~~2011,~~Rights: ~~the Company filed an amended counterclaim as against Mr. Jivraj.~~ The ~~counterclaim seeks an order requiring Mr. Jivraj to disgorge to the~~ Company ~~all~~provides ofCMG ~~his shares in Mercer BC together~~ with ~~restitution~~Limited ofMining ~~all benefits he received from the Company while serving as its President. The Company also seeks damages~~Rights, ~~including~~allowing ~~aggravated and punitive damages. The counterclaim alleges that Mr. Jivraj acted in a conflict of interest, while President of~~ the ~~Company,~~cooperative bygroup ~~reason~~ of ~~his~~miners ~~failure~~belonging to ~~divest himself~~the ofentity ~~his interest in Mercer BC. It alleges that he formed a plan~~ to ~~use funds~~continue ~~raised~~mining byoperations ~~the~~on ~~Company to develop~~ the ~~Option Agreement~~ property. ~~interests, and~~Operations ~~then~~are ~~took~~not ~~active steps~~ to ~~put~~exceed ~~the~~80 ~~Company~~metric intonnes aper ~~position~~day, ~~where~~providing ~~it might default under the Option Agreement. It is alleged~~ that ~~he then resigned from~~ the ~~Company~~ ~~and~~mining ~~resumed~~operations ~~his~~are ~~position~~restricted ~~as President of Mercer BC in order~~ to ~~assist Mercer~~geographic BCareas in ~~reacquiring~~which ~~these~~mining ~~property~~operations ~~interests~~are socurrently ~~that~~being ~~he could vend the property interests to another third party for new consideration~~conducted. The ~~counterclaim~~ ~~alleges~~Company ~~that Mr. Jivraj~~ has ~~attempted~~the right to ~~usurp~~terminate athis ~~mature~~right ~~business opportunity belonging~~ to ~~the~~mine, ~~Company~~ by ~~assisting~~either ~~Mercer~~completing ~~BC in issuing~~ the ~~default~~ ~~notice~~cash ~~and~~payment ~~the~~schedule ~~termination~~described ~~notice~~above, inor ~~breach~~by ofmaking ~~fiduciary~~a ~~duty.~~one ~~In addition,~~time ~~the~~cash ~~counterclaim~~payment ~~alleges that Mr. Jivraj has interfered with the Company's economic interests using unlawful means, including fraud, deceit, conversion, slander~~ of ~~title and defamation. The counterclaim includes particulars of unlawful conduct~~$600, ~~including an attempt by Mr~~000. ~~Jivraj to convince a Company consultant to assist him in triggering a default under the Option Agreement by ensuring that a third party service supplier was not paid.~~

On3. ~~September~~Property ~~20,~~Maintenance: ~~2011~~The ~~the~~ Company ~~filed~~is aobligated ~~notice~~to ofmaintain ~~application against~~the ~~each~~property ofin ~~Mr.~~good ~~Jivraj and Mercer BC~~standing, ~~seeking~~free ~~an injunction against Mr. Jivraj~~ and ~~Mercer~~clear ~~BC to restrain them from interfering with the Company's activities as operator~~ of ~~the~~all ~~Guayabales~~liens, ~~Gold~~charges ~~Project in Colombia~~ and ~~from interfering with the Company's rights as optionee under the Option Agreement, pending conclusion of arbitration~~encumbrances.

On4. ~~October~~Property 3,Reports: ~~2011,~~The ~~Mercer BC filed a Response to Civil Claim, and on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the~~ Company's ~~Board~~is ofobligated ~~Directors as defendants. These pleadings have been filed in opposition~~ to ~~the~~provide ~~Company's~~CMG ~~claim~~with ~~seeking~~summary anoperating ~~interlocutory~~reports ~~injunction~~on ~~pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things,~~ a ~~declaration~~ ~~that~~3 ~~the Option Agreement is void and~~month/orquarterly ~~rescission of the Option Agreement~~schedule. ~~The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious, spurious and without factual basis.~~

OnTechnical December 6, 2011 the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC, enjoining each of them from taking any steps to interfere with the Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement, pending completion of the arbitration proceeding commenced by the Company with respect to such matter (the "Arbitration Proceeding"). The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.Report

~~The~~We ~~Court~~received ~~rejected~~a ~~Mercer~~technical ~~BC's~~report ~~application~~in toaccordance ~~stay~~with the ~~Arbitration~~ ~~Proceeding~~provisions ~~commenced~~of byNational ~~the~~Instrument ~~Company.~~43-101, ~~Mercer~~Standards BCof ~~had~~Disclosure ~~argued~~for ~~that~~Mineral Projects (“NI 43-101”), of the ~~Company~~ ~~was~~Canadian ~~barred~~Securities ~~from~~Administrators ~~seeking~~for ~~arbitration~~the toGuayabales ~~challenge~~Property, ~~Mercer~~which ~~BC's~~is ~~termination of~~located in the ~~Option~~Department ~~Agreement~~of Caldas, Colombia. The ~~Court~~complete ~~determined~~technical ~~that~~report, ~~the~~which ~~Company~~ was ~~not~~authored ~~barred and~~by ~~that~~Dean ~~the~~D. ~~issues~~Turner, ~~sought~~C.P.G., toa bequalified ~~determined~~person byas ~~the~~defined ~~Company~~in ~~are~~NI ~~appropriately advanced~~43-101, inwas filed under our Company’s profile on the ~~Arbitration~~Canadian ~~Proceeding~~Securities ~~now~~Administrators ~~being~~public ~~administered~~disclosure bywebsite, ~~the~~at ~~British Columbia~~www.sedar.com, ~~International~~on ~~Commercial~~May ~~Arbitration~~28, ~~Centre~~2010. Mr. Turner prepared an update to this technical report, dated February 8, 2011.

In the Reasons for Judgment, the Court has also ordered each of Mercer BC and Mr. Jivraj to disclose, within 24 hours, the names of all persons and entities with whom Mr. Jivraj has discussed a possible sale or deal concerning the Property since March 28, 2011, and to refrain from communicating with any person or entity for the purpose of discussing a possible agreement concerning the Property in a manner inconsistent with the Company's continuing role as optionee and operator of the Property, pending the Arbitration Proceeding. The Court has further restrained Mr. Jivraj from taking any steps to transfer his shares in Mercer BC and the Company to any third party.7

-On February 16, 2011, Tresoro issued a news release that it had received an updated Technical Report on the Guayabales Gold Project, and inadvertently failed to file such updated Technical Report which was required pursuant to section 4.2(1)(f) of NI 43-101 since the annual information form for the year ended February 28, 2011 included inadvertent disclosure that the updated Technical Report contained measured, indicated and inferred mineral resource estimates for the Guayabales Project. This newly updated Technical Report, which was prepared by A.C.A. Howe International Limited, and has an effective date of July 31, 2012, was filed on SEDAR on October 23, 2012.

OnPlan ~~December 21, 2011, Mercer BC delivered a letter to the Company providing notice~~ of default (the “Second Notice of Default”) which purported to allege default by the Company under section 2.2(c)(i) of the Option Agreement as amended by the Company and Mercer BC on or about March 22, 2011. Operations

OnWe ~~December~~have ~~29,~~decided ~~2011,~~to reduce the ~~Company~~work ~~responded~~program for the next 12 months while we review our forward plan in depth and ~~advised~~estimate ~~Mercer BC~~we ~~that~~will ~~the~~spend ~~Company~~about ~~disputes~~$1,000,000 over the ~~validity~~next of12 ~~the~~months. Further, ~~Second~~we ~~Notice~~expect ofto ~~Default~~spend approximately $300,000 ~~that it~~in ~~denies~~the ~~that~~next ~~such~~12 ~~default~~months ~~has~~in ~~occurred~~office and ~~that~~general itexpenses isand ~~submitting~~professional, ~~the~~consulting ~~question to~~and ~~arbitration~~management fees.

OnBased ~~January~~on 9,our ~~2012,~~current ~~the~~plan ~~Company~~of ~~filed~~operations aas ~~notice~~set toforth ~~arbitrate~~above, ~~the Second~~we ~~Notice~~estimate ofthat ~~Default~~we ~~with~~will ~~Mercer~~require BCapproximately ~~and~~$1.3 ~~the~~million ~~British~~to ~~Columbia~~pursue ~~International Commercial~~our ~~Arbitration~~plan ~~Centre~~of ~~pursuant~~operations toover ~~Article~~the 16next twelve months.2 As ofat ~~the~~November ~~Option~~30, ~~Agreement (“Arbitration~~2012, ~~Proceeding~~we #had cash of $2),157 ~~whereby~~and ~~the~~a ~~Company~~working iscapital ~~seeking:~~deficit of $(i3,701,255). We awill ~~declaration that~~require ~~the~~additional ~~Second~~financing ~~Notice~~to ofpursue ~~Default~~our isplan ~~invalid;~~of ~~(ii)~~operations inover the ~~alternative,~~next ~~a declaration~~twelve ~~that~~months. There ~~the~~can ~~Company~~be ~~was~~no ~~not~~assurance inthat ~~default~~we aswill ~~alleged~~obtain any additional financing in the ~~Second~~amounts ~~Notice of~~required ~~Default;~~or ~~and~~on ~~(ii)~~terms anfavorable ~~order~~to ~~requiring~~us. ~~Mercer~~If BCwe are unable to ~~pay~~obtain additional financing, we may have to ~~the~~re-evaluate ~~Company~~or ~~costs~~abandon our business activities and revise our plan of ~~the~~ ~~arbitration~~operations.

OnWe ~~January~~anticipate ~~13,~~that ~~2012,~~additional ~~the~~funding ~~arbitrators~~will (be in the ~~“Arbitrators”)~~form of equity financing from the ~~Arbitration~~ ~~Proceeding~~sale ~~dealing~~of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the ~~First~~sale ~~Notice~~of our common stock to fund our plan of ~~Default~~operations ~~ordered~~going forward. In the ~~Company~~ ~~and~~absence ~~Mercer~~of BCsuch tofinancing, ~~post~~our ~~$35~~business plan will fail. Even if we are successful in obtaining equity financing,~~000~~ ~~each~~there asis ~~security~~no ~~for~~assurance that we will obtain the ~~Arbitrators’ fees~~funding necessary to pursue our business plan. ~~The~~If ~~Company~~we ~~complied~~do ~~with~~not ~~this~~continue ~~order,~~to ~~however~~obtain additional financing going forward, ~~Mercer~~we BCwill ~~has~~be ~~not.~~forced to re-evaluate or abandon our plan of operations.

OnWe ~~February~~are ~~16,~~an ~~2012,~~exploration ~~the~~stage ~~Company~~company ~~applied~~and tohave ~~the~~not ~~Arbitration Proceeding~~generated toany ~~strike~~revenue ~~portions~~to ~~of Mercer BC’s defense on the basis that it raised factual issues, which were beyond the jurisdiction of the Arbitration Proceeding~~date. The ~~Company’s~~following ~~application~~table ~~was~~sets ~~dismissed,~~forth ~~however,~~selected infinancial ~~responding~~information relating to ~~the~~ ~~application,~~our ~~Mercer~~Company BCfor ~~withdrew a further allegation of default, leaving only two remaining allegations of default from~~ the ~~original~~periods ~~ten grounds of default contained in the First Notice of Default.~~ indicated:

On February 29, 2012, the Arbitration Proceeding #2 dealing with the Second Notice of Default was settled on the basis that Mercer BC withdrew the Second Notice of Default, without prejudice to its ability to assert default on the same grounds after December 31, 2012.

	For the nine months ended			For the nine months ended			For the period from inception (October 11, 2004) to
	November 30,			November30,			November 30,
	2012			2011			2012
	(unaudited)			(unaudited)			(unaudited)

GENERAL & ADMINISTRATIVE EXPENSES
Write down of mineral property acquisition costs	$	-		$	-		$	14,625,000
Amortization and depreciation		5,859			768			7,194
Consulting fees		46,280			23,740			407,480
Legal and accounting		180,504			329,356			1,489,333
Management fees		70,067			69,038			641,357
Marketing and promotion		-			41,484			251,823
Mineral property exploration expenditures		150,121			776,294			2,285,820
Office and miscellaneous		23,144			108,901			520,995
Rent		41,300			74,304			234,557
Stock-based compensation		-			213,883			11,879,022
Loss on settlement of debt		-			-			160,406
Salaries and benefits		-			-			9,190
Gain on sale of property and equipment		-			(107	)		(1,188	)

TOTAL GENERAL & ADMINISTRATIVE EXPENSES		(517,275	)		(1,637,661	)		(32,510,989	)

OTHER ITEMS
Interest expense		(154,074	)		(85,318	)		(820,469	)

NET LOSS FOR THE PERIOD BEFORE TAXES		(671,349	)		(1,722,979	)		(33,331,458	)
Taxes		(10,791	)		-			(11,279	)
NET LOSS FOR THE PERIOD		(682,140	)		(1,722,979	)		(33,342,737	)

~~On March 5, 2012, the Arbitrators provided Mercer BC with a further 14 days to comply with the payment order, however, Mercer BC failed to comply with such order.~~8

OnNine ~~March~~Months 19Ended November 30, 2012, ~~the~~Compared ~~Arbitrators declared the termination notice that was issued by Mercer BC~~ to ~~the~~Nine ~~Company~~Months onEnded ~~August~~November 2530, 2011 ~~as invalid.~~

OnDuring ~~May 2, 2012,~~ the ~~Arbitrators~~nine ~~ordered~~months ~~that~~ended ~~the~~November ~~Arbitration Proceedings~~30, ~~shall~~2012 beand ~~suspended~~November ~~until~~30, ~~such~~2011 ~~time~~we asdid ~~Mercer~~not BCgenerate ~~complies~~any ~~with its order~~revenue.

OnDuring ~~August~~the 6,nine ~~2012,~~months ~~the~~ended ~~Company~~November ~~commenced~~30, an2012 ~~action~~we ~~against Rahim~~incurred ~~Jivraj~~general and ~~Mercer~~administrative BCexpenses inof US$517,275 ~~Federal~~compared ~~Court~~to ~~under~~$1,637,661 ~~Civil~~incurred ~~Action~~during ~~number C12-1325~~the ~~MJP.~~nine ~~The~~months ~~Complaint~~ended ~~against~~November ~~Jivraj and Mercer BC includes Federal Securities Fraud~~30, ~~Controlling Person Liability, Defamation, Breach of Fiduciary Duty, and Tortious~~2011.~~Breach~~ ofThe ~~Implied~~major ~~Covenant~~components of ~~Good~~our ~~Faith~~general and ~~Fair~~administrative ~~Dealing. The~~expenses ~~claim is~~ for ~~compensatory~~the ~~damages,~~nine ~~which~~months ~~claim~~ended ~~may~~November ~~exceed US $43 million~~30, ~~presumed~~ ~~defamation~~2012 ~~damages~~ and ~~punitive~~2011 ~~damages,~~consisted ~~and return~~ of the ~~ten million shares of the Company's stock held by Jivraj and his nominees, as well as legal fees and costs.~~ following:

~~The~~· ~~Company~~consulting ~~delivered~~fees aof ~~notice on October 11~~$46,280 ~~2012 that~~ in ~~14 days~~2012 it(2011 ~~intends~~- ~~to take a default judgment against Rahim Jivraj and Mercer BC.~~ $23,740),

~~Item~~· ~~1A.~~legal ~~Risk~~and ~~Factors~~accounting fees of $180,504 in 2012 (2011 - $329,356), ), which decreased between 2011 and 2012 due to lower legal costs to cover previously initiated legal actions related to the Guayabales property;

We· ~~are~~management afees ~~“smaller~~of ~~reporting~~$70,067 ~~company”~~in as2012 ~~defined~~(2011 ~~by Rule 12b~~-~~2 of~~ ~~the Exchange Act and are not required to provide the information required under this item.~~$69,038);

-· 17marketing and promotion costs of Nil in 2012 (2011 - $41,484), which decreased between 2011 and 2012 as we decreased focus on these activities;

In· ~~addition~~mineral toproperty ~~the~~development ~~other~~expenditures ~~information~~of ~~set forth in this report~~$150, ~~you~~121 ~~should carefully consider the factors discussed under the heading “Risk Factors”~~ in ~~Item~~2012 ~~1A.~~(2011 ~~to Part I of our Annual Report on Form 10~~-K ~~for the fiscal year ended February 29~~$776, ~~2012~~294), which ~~could~~decreased ~~materially~~between ~~affect~~2011 ~~our~~and ~~business, financial~~2012 ~~condition~~due orto ~~operating~~decreased ~~results.~~exploration ~~The~~activity ~~risks described in our Annual Report~~ on ~~Form 10-K are not~~ the ~~only~~Guayabales risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently consider to be immaterial, may also prove to be material and adversely affect our business, financial condition and/or operating results. property;

~~Item~~· 2.office ~~Unregistered~~and ~~Sales~~miscellaneous expenses of ~~Equity~~$23,144 ~~Securities~~(2011 - $108,901), which decreased between 2011 and ~~Use~~2012 ofdue ~~Proceeds~~to decreased exploration activity on the Guayabales property;

~~Not~~· ~~applicable.~~rent of $41,300 in 2012 (2011 - $74,304) which decreased from 2011 to 2012 as we decreased our activity on the Guayabales property; and

~~Item~~· 3.stock-based ~~Defaults~~compensation ~~Upon~~of ~~Senior~~Nil ~~Securities~~in 2012 (2011 - $213,883), which decreased between 2011 and 2012 due to reduced issuance of stock options.

~~None.~~Our general and administrative expenses incurred during the nine months ended November 30, 2012 compared to the nine months ended November 30, 2011 decreased primarily due to a decrease in exploration activity on the Guayabales property.

~~Item~~During 4.the ~~Mine~~nine ~~Safety~~months ~~Disclosures~~ended November 30, 2012, we recorded interest expense in the amount of $(154,074) (2011: $(85,318)) and taxes of $(10,791) ( 2011-$Nil).

~~Not~~As ~~applicable.~~a result of the above, our net loss during the nine months ended November 30, 2012 was $(682,140) (2011-$(1,722,979)).

~~Item 5. Other Information~~9

OnThree ~~October~~Months ~~11,~~Ended ~~2012,~~November ~~we formally informed De Joya Griffith~~30, ~~LLC~~2012 ofCompared ~~their~~to ~~dismissal~~Three asMonths ~~our~~Ended ~~independent~~November ~~registered~~30, ~~public accounting firm.~~2011

~~The~~During ~~reports of De Joya Griffith, LLC on our financial statements as of and for~~ the ~~year~~three months ended ~~February~~November 2930, 2012, ~~contained no adverse opinion or disclaimer of opinion~~ and ~~were~~November ~~not qualified or modified as to uncertainty~~30, ~~audit~~2011 ~~scope~~we ordid ~~accounting~~not ~~principles,~~generate ~~except~~any ~~to indicate that there was substantial doubt about our ability to continue as a going concern~~revenue.

~~Our~~During ~~Board~~the ofthree ~~Directors~~months ~~participated~~ended inNovember 30, 2012 we incurred general and ~~approved~~administrative ~~the~~expenses ~~decision~~of $63,997 compared to ~~change~~$383,744 ~~independent~~incurred ~~registered~~during ~~public~~the ~~accounting~~three ~~firms~~months ended November 30, 2011. The major components of our general and administrative expenses for the three months ended November 30, 2012 and 2011 consisted of the following:

~~During~~· ~~our~~consulting ~~two~~fees ~~most recent fiscal years preceding the termination~~ of ~~De Joya Griffith~~$17,095 ~~LLC,~~in ~~and through October 11,~~ 2012, ~~there~~(2011 ~~were~~- ~~no disagreements with De Joya Griffith~~$3, ~~LLC on any matter of accounting principles or practices~~740), ~~financial~~which ~~statement~~increased ~~disclosure~~between or2011 ~~auditing~~and ~~scope~~2012 ordue ~~procedure,~~to ~~which~~technical ~~disagreements~~analysis ifrelated ~~not resolved~~ to the ~~satisfaction~~exploration ofactivity ~~De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report~~ on the ~~financial~~Guayabales ~~statements for such years.~~property;

We· ~~have~~legal ~~requested~~and ~~that~~accounting Defees ~~Joya~~of ~~Griffith~~$43,471 ~~LLC~~in ~~furnish~~2012 it(2011 ~~with~~– a$226,888), ~~letter~~which ~~addressed~~decreased tobetween ~~the~~2011 ~~SEC~~and ~~stating~~2012 ~~whether~~due orto ~~not~~lower itlegal ~~agrees~~costs ~~with~~to ~~the~~cover ~~above~~previously ~~statements.~~initiated Tolegal ~~date,~~actions ~~DeJoya~~related ~~has not responded~~ to ~~that~~the ~~request.~~Guayabales property;

~~New~~· ~~independent~~management ~~registered~~fees ~~public~~of ~~accounting~~$12,000 ~~firm~~in 2012 (2011 - $36,463);

On· ~~October~~marketing ~~11,~~and ~~2012,~~promotion wecosts ~~engaged~~of ~~Michael~~$Nil Fin ~~Cronin,~~2012 as(2011 ~~our~~- ~~new~~$5,894), ~~independent~~which ~~registered~~decreased ~~public~~between ~~accounting~~2011 ~~firm. During the two most recent fiscal years~~ and ~~through October 11,~~ 2012, as we ~~have~~decreased ~~not~~focus ~~consulted~~on ~~with~~these ~~Michael F Cronin regarding any of the following:~~activities;

	(a)	The application of accounting principles to a specific transaction, either completed or proposed, or the type of audit of audit opinion that may be rendered on our financial statements, and Michael F Cronin did not provide either a written report or oral advice to us that Michael F Cronin concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or
	(b)	The subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K.

·	mineral property exploration expenditures of $18,388 in 2012 (2011 - $Nil);

~~Item~~· 6.office ~~Exhibits~~and miscellaneous expenses of $(38,438) in 2012 (2011 – $2,786); and

Exhibit
Number	Description of Exhibit
3.1	Articles of Incorporation, as amended (1)
3.2	Certificate of Change filed with the Nevada Secretary of State on June 4, 2007 (19)
3.3	Articles of Merger as filed with the Nevada Secretary of State on June 4, 2007 (2)
3.4	Articles of Merger as filed with the Nevada Secretary of State on February 26, 2008 (19)
3.5	Articles of Merger as filed with the Nevada Secretary of State on May 17, 2010 (14)
3.6	Certificate of Change filed with the Nevada Secretary of State on June 8, 2010 (13)
3.7	Certificate of Change filed with the Nevada Secretary of State on April 14, 2011 (17)
3.8	Certificate of Correction filed with the Nevada Secretary of State on April 28, 2011 (17)
3.9	Articles of Merger as filed with the Nevada Secretary of State on August 30, 2011(18)
3.10	Bylaws (1)
10.1	Mineral Property Staking and Purchase Agreement dated January 28, 2005 between Ancor Resources Inc. and Laurence Stephenson (1)
10.2	Nose Rock Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated September 14, 2007 (3)
10.3	Dalton Pass Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated October 5, 2007 (4)
10.4	NWT Uranium Corp. and Nu-Mex Uranium Corp. Terminate Arrangement Agreement dated February 13, 2008 (5)
10.5	Executive Services Agreement dated April 1, 2008 among Uranium International Corp., Cleary Petroleum Corp. and Richard M. Cherry (6)
10.6	Letter Option Agreement dated December 9, 2008 between Uranium International Corp. and Geoforum Scandinavia AB (7)
10.7	Letter Option Agreement dated January 15, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (8)
10.8	Letter Agreement dated April 21, 2009, effective April 23, 2009, between Uranium International Corp. and Continental Precious Metals Inc. (9)
10.9	Option Agreement dated October 29, 2009 between Uranium International Corp. and Geoforum Scandinavia AB (10)

·	rent of $11,300 in 2012 (2011 - $18,085);

-Our 18general -and administrative expenses incurred during the three months ended November 30, 2012 compared to the three months ended November 30, 2011 decreased primarily due to a decrease in the exploration activity related to the exploration activity on the Guayabales property.

Exhibit
Number	Description of Exhibit
10.10	Option Agreement dated November 17, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (11)
10.11	Mineral Assets Option Agreement between Mercer Gold Corp. and Uranium International Corp., dated April 13, 2010 (12)
10.12	2010 Stock Incentive Plan (15)
10.13	Amendment to Mineral Assets Option Agreement dated December 30, 2010 (16)
10.14	Letter Agreement for Extension of July 14, 2012 Payment to July 31, 2012 between Mercer Two Panama Corp. and Comunidad Minera Guayabales, dated July 9, 2012 (20)
Subsidiaries of the Issuer:
21.1	Subsidiaries of the Issuer:
	Mercer One Panama Corp. (Incorporated under the laws of the Republic of Panama)
	Mercer Two Panama Corp. (Incorporated under the laws of the Republic of Panama)
Certifications
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase *
101.DEF	XBRL Taxonomy Extension Definition Linkbase *
101.LAB	XBRL Taxonomy Extension Label Linkbase *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase *

During the three months ended November 30, 2012, we recorded interest expense in the amount of $(54,916) (2011: $(37,035)) and taxes of $(2,534) ( 2011-$Nil).

*	Filed herewith
(1)	Incorporated by reference from our Form SB-2, filed with the SEC on September 13, 2006.
(2)	Incorporated by reference from our Form 10-KSB, filed with the SEC on June 13, 2007
(3)	Incorporated by reference from our Form 8-K, filed with the SEC on September 14, 2007.
(4)	Incorporated by reference from our Form 8-K, filed with the SEC on October 12, 2007.
(5)	Incorporated by reference from our Form 8-K, filed with the SEC on February 19, 2008.
(6)	Incorporated by reference from our Form 8-K, filed with the SEC on April 7, 2008.
(7)	Incorporated by reference from our Form 8-K, filed with the SEC on December 19, 2008.
(8)	Incorporated by reference from our Form 8-K, filed with the SEC on January 23, 2009.
(9)	Incorporated by reference from our Form 8-K, filed with the SEC on May 1, 2009.
(10)	Incorporated by reference from our Form 8-K, filed with the SEC on November 12, 2009.
(11)	Incorporated by reference from our Form 8-K, filed with the SEC on November 27, 2009.
(12)	Incorporated by reference from our Form 8-K, filed with the SEC on April 19, 2010.
(13)	Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010
(14)	Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010
(15)	Incorporated by reference from our Form 10-K, filed with the SEC on June 16, 2010.
(16)	Incorporated by reference from our Form 8-K, filed with the SEC on January 18, 2011.
(17)	Incorporated by reference from our Form 8-K, filed with the SEC on May 12, 2011.
(18)	Incorporated by reference from our Form 8-K, filed with the SEC on November 4, 2011.
(19)	Incorporated by reference from our Form 10-K, filed with the SEC on June 28, 2012.
(20)	Incorporated by reference from our Form 10-Q, filed with the SEC on July 20, 2012.

As a result of the above, our net loss during the three months ended November 30, 2012 was $(121,447) (2011-$(420,779)).

~~SIGNATURES~~Liquidity and Capital Resources

~~Pursuant~~As toat ~~the~~November ~~requirements~~30, of2012, ~~the~~our ~~Securities~~current ~~Exchange~~assets ~~Act~~were ~~of 1934~~$2,157 ~~the~~(February ~~registrant~~29, ~~has~~2012 ~~duly~~- ~~caused~~$9,747) ~~this~~and ~~report~~our tocurrent beliabilities ~~signed~~were on$3,703,412 ~~its~~(February ~~behalf~~29, ~~by the~~2012 ~~undersigned~~- $2,974,508), ~~thereunto~~which ~~duly~~resulted ~~authorized.~~in a working capital deficit of $(3,701,255) compared to a working capital deficit of $(2,964,761) at February 29, 2012.

~~TRESORO~~Total ~~MINING~~Stockholders’ ~~CORP.~~equity decreased from $2,787,053 at February 29, 2012 to $2,104,913 at November 30, 2012.

	By:	/s/ Gary Powers
		Gary Powers
		President/Chief Executive Officer
		Date: October 19, 2012
	By:	/s/ William D. Thomas
		William D. Thomas
		Chief Financial Officer, Secretary, Treasurer and a Director
		(Principal Financial Officer and Principal Accounting Officer)
		Date: October 19, 2012

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended November 30, 2012, net cash flows used in operating activities was ($434,833) consisting primarily of a net loss of ($682,140). Net cash flows used in operating activities was adjusted by $154,074 in accrued interest on the promissory notes and $5,859 in depreciation of property and equipment. Net cash flows used in operating activities was further changed by $(57,926) in decrease of accounts payable and accrued liabilities, and $145,300 in increase in due to related parties.

For the nine months ended November 30, 2011, net cash flows used in operating activities was ($733,514) consisting primarily of a net loss of ($1,722,979). Net cash flows used in operating activities was adjusted by $85,713 in accrued interest on the promissory notes, depreciation of $768, a gain on sale of assets of ($107) and $213,883 in stock based compensation. Net cash flows used in operating activities was further changed by ($19,319) in increase in accounts receivable, ($6,906) for increase in prepaid expenses, $686,309 for increase in accounts payable and accrued liabilities and $29,124 in increase due to related parties.

Cash Flows Used in Investing Activities

For the nine months ended November 30, 2012, net cash flows used in investing activities was $(60,213) compared to net cash flows used in investing activities during the nine months ended November 30, 2011 of ($234,514). This change was primarily as a result of option payments to Comunidad for the Guayabales Property.

Cash Flows Provided by Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine months ended November 30, 2012, net cash flows provided from financing activities was $487,456 compared to $849,700 for the nine months ended November 30, 2011. Cash flows from financing activities for the nine months ended November 30, 2012 consisted of $592,456 in advances on promissory notes and $(105,000) in repayment on promissory notes. Cash flows from financing activities for the nine months ended November 30, 2011 consisted of $474,700 in advances on promissory notes and $(25,000) in repayment on promissory notes and $400,000 for common shares issued for cash.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase as we expand our exploration activities as set forth above under “Plan of Operations”.

Critical Accounting Policies and Estimates

Basis of Presentation

The accounting and reporting policies of the Company conform to U.S. GAAP applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the financial statements are presented in U. S. dollars.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Mercer One Panama Corp. and Mercer Two Panama Corp. All significant inter-company transactions and account balances have been eliminated upon consolidation.

Mineral Property Expenditures

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Asset Retirement Obligations

The Company has adopted ASC 410, “Asset Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. There were no asset retirement obligations as at November 30, 2012.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Cash and Cash Equivalents

For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash and cash equivalents as of November 30, 2012 and February 29, 2012 that exceeded federally insured limits.

Net Income (Loss) per Common Share

The Company computes income (loss) per share in accordance with ASC 260, “Earnings Per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Financial Instruments

The fair value of the Company’s financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at November 30, 2012, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

Foreign Currency Translation

The financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-Based Compensation

On June 1, 2006, the Company adopted ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. The adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”. This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its consolidated financial statements.

Funding for Plan of Operations

As set forth above under “Plan of Operations”, we anticipate that we will required approximately $1.3 million over the next twelve months to pursue our Plan of Operations. We will require additional financing in order to be able to fund our plan of operations.

Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in exploration expenses and capital expenditures relating to: (i) exploration properties; and (ii) future exploration property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” (as defined in Item 10(f)(1) of Regulation S-K), our Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our principal executive officer, Gary Powers, and our principal financial officer, William Thomas, to allow for timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Gary Powers, our principal executive officer, and William Thomas, our principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of November 30, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2012.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended November 30, 2012 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On June 9, 2011, Rahim Jivraj, a former officer and director of the Company filed an action against the Company in the Supreme Court of British Columbia. The plaintiff alleges that the Company owes him certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees, expenses and disbursements which is asserted were incurred by the plaintiff in the plaintiff's prior role as an officer and director of the Company. The Company is of the view that such allegations are without merit and intends to vigorously contest the action. On July 13, 2011, the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentation.

On July 11, 2011, Mercer Gold Corp. ("Mercer BC"), a privately held British Columbia company which is owned and/or controlled by Mr. Jivraj, delivered a letter to the Company which purported to allege defaults (the “First Notice of Default”) under the Company's existing Mineral Assets Option Agreement, dated for reference effective as at April 13, 2010 (the "Option Agreement"), with Mercer BC, with respect to the Guayabales Gold Project in Columbia. It is the Company's position that the allegations of default are without merit and the letter was not valid notice of default under the Option Agreement.

On July 19, 2011, the Company responded and advised Mercer BC as to its position with respect to each allegation of default in the First Notice of Default.

On August 25, 2011, Mercer BC delivered a letter to the Company, which purported to terminate the Option Agreement on the basis that the alleged defaults had not been cured. The Company regards Mercer BC's position as without merit and considers the purported termination to be invalid. The Company intends to continue as operator of the mineral property interests underlying the project as set forth in the Option Agreement.

On September 9, 2011, the Company gave notice to Mercer BC that it intends to commence arbitration proceedings to address the validity of the termination.

On October 3, 2011, Mercer BC filed a Response to Civil Claim, and on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the Company's Board of Directors as defendants. These pleadings have been filed in opposition to the Company's claim seeking an interlocutory injunction pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things, a declaration that the Option Agreement is void and/or rescission of the Option Agreement. The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious, spurious and without factual basis.

On December 6, 2011 the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC, enjoining each of them from taking any steps to interfere with the Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement, pending completion of the arbitration proceeding commenced by the Company with respect to such matter (the "Arbitration Proceeding"). The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.

The Court rejected Mercer BC's application to stay the Arbitration Proceeding commenced by the Company. Mercer BC had argued that the Company was barred from seeking arbitration to challenge Mercer BC's termination of the Option Agreement. The Court determined that the Company was not barred and that the issues sought to be determined by the Company are appropriately advanced in the Arbitration Proceeding now being administered by the British Columbia International Commercial Arbitration Centre.

On December 21, 2011, Mercer BC delivered a letter to the Company providing notice of default (the “Second Notice of Default”) which purported to allege default by the Company under section 2.2(c)(i) of the Option Agreement as amended by the Company and Mercer BC on or about March 22, 2011.

On December 29, 2011, the Company responded and advised Mercer BC that the Company disputes the validity of the Second Notice of Default, that it denies that such default has occurred and that it is submitting the question to arbitration.

On January 9, 2012, the Company filed a notice to arbitrate the Second Notice of Default with Mercer BC and the British Columbia International Commercial Arbitration Centre pursuant to Article 16.2 of the Option Agreement (“Arbitration Proceeding #2), whereby the Company is seeking: (i) a declaration that the Second Notice of Default is invalid; (ii) in the alternative, a declaration that the Company was not in default as alleged in the Second Notice of Default; and (ii) an order requiring Mercer BC to pay to the Company costs of the arbitration.

On January 13, 2012, the arbitrators (the “Arbitrators”) of the Arbitration Proceeding dealing with the First Notice of Default ordered the Company and Mercer BC to post $35,000 each as security for the Arbitrators’ fees. The Company complied with this order, however, Mercer BC has not.

On February 16, 2012, the Company applied to the Arbitration Proceeding to strike portions of Mercer BC’s defense on the basis that it raised factual issues, which were beyond the jurisdiction of the Arbitration Proceeding. The Company’s application was dismissed, however, in responding to the application, Mercer BC withdrew a further allegation of default, leaving only two remaining allegations of default from the original ten grounds of default contained in the First Notice of Default.

On March 5, 2012, the Arbitrators provided Mercer BC with a further 14 days to comply with the payment order, however, Mercer BC failed to comply with such order.

On March 19, 2012, the Arbitrators declared the termination notice that was issued by Mercer BC to the Company on August 25, 2011 as invalid.

On May 2, 2012, the Arbitrators ordered that the Arbitration Proceedings shall be suspended until such time as Mercer BC complies with its order.

On August 6, 2012, the Company commenced an action against Rahim Jivraj and Mercer BC in US Federal Court under Civil Action number C12-1325 MJP. The Complaint against Jivraj and Mercer BC includes Federal Securities Fraud, Controlling Person Liability, Defamation, Breach of Fiduciary Duty, and Tortious.Breach of Implied Covenant of Good Faith and Fair Dealing. The claim is for compensatory damages, which claim may exceed US $43 million, presumed defamation damages and punitive damages, and return of the ten million shares of the Company's stock held by Jivraj and his nominees, as well as legal fees and costs.

The Company delivered a notice on October 11, 2012 that in 14 days it intends to take a default judgment against Rahim Jivraj and Mercer B On November 19, 2012, Mercer Gold Corp. (BC) filed a Notice of Civil Claim in the British Columbia Supreme Court seeking termination of the April 13, 2010 agreement between Mercer Gold Corp. (BC) and the Company relating to the Guayabales gold project in Colombia. The Company regards this action to be entirely without merit.

On November 30th, 2012 the Company filed a Response to Civil Claim (the "Response") in response to the civil claim of Mercer Gold Corp. (BC) filed in B.C Supreme Court on November 19, 2012.

The Response states, in part, that "The present Notice of Civil Claim is an attempt by [Rahim] Jivraj and the Plaintiff [Mercer BC] and to evade the Order of Mr. Justice Greyell, to evade the arbitration provisions of the Option Agreement, and to evade the obligation to pay arbitration fees." "The Notice of Claim is an abuse of process of the court by the Plaintiff [Mercer BC] and [Rahim] Jivraj personally."

The Response seeks orders that the Notice of Civil Claim is an abuse of process of the court, and that special costs be awarded against Mercer B.C. and Rahim Jivraj. It also seeks interim and permanent injunctions restraining Mercer B.C. and Rahim Jivraj, based in whole or in part, directly or indirectly, on the Option Agreement, or any matters alleged in the actions described in the Response.

The US Federal Court Action commenced by the Company on August 6, 2012 against Rahim Jivraj and Mercer BC continues to proceed. On January 10, 2013, the Company filed submissions to the Chief Justice, including the following proposed order which reads, in part: " IT IS FURTHER ORDERED, ADJUDGED AND DECREED that: (1) Defendant Mercer Gold Corp. (BC) is not permitted to litigate in this Court without qualified legal counsel and no further delay shall be permitted for it to procure counsel. (2) The Answer with respect to defendant Mercer Gold Corp. (BC) is stricken; and, (3) Defendant Mercer Gold Corp. (BC) has defaulted and judgment may be taken

Item 1A. Risk Factors

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012, which could materially affect our business, financial condition or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently consider to be immaterial, may also prove to be material and adversely affect our business, financial condition and/or operating results.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On October 11, 2012, we formally informed De Joya Griffith, LLC of their dismissal as our independent registered public accounting firm.

The reports of De Joya Griffith, LLC on our financial statements as of and for the year ended February 29, 2012, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.

Our Board of Directors participated in and approved the decision to change independent registered public accounting firms.

During our two most recent fiscal years preceding the termination of De Joya Griffith, LLC, and through October 11, 2012, there were no disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.

We have requested that De Joya Griffith, LLC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. To date, DeJoya has not responded to that request.

New independent registered public accounting firm

On October 11, 2012, we engaged Michael F Cronin, as our new independent registered public accounting firm. During the two most recent fiscal years and through October 11, 2012, we have not consulted with Michael F Cronin regarding any of the following:

(a)

The application of accounting principles to a specific transaction, either completed or proposed, or the type of audit of audit opinion that may be rendered on our financial statements, and Michael F Cronin did not provide either a written report or oral advice to us that Michael F Cronin concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or

(b)	The subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K.

Item 6. Exhibits

Exhibit Number		Description of Exhibit

3.1		Articles of Incorporation, as amended (1)
3.2		Certificate of Change filed with the Nevada Secretary of State on June 4, 2007 (19)
3.3		Articles of Merger as filed with the Nevada Secretary of State on June 4, 2007 (2)
3.4		Articles of Merger as filed with the Nevada Secretary of State on February 26, 2008 (19)
3.5		Articles of Merger as filed with the Nevada Secretary of State on May 17, 2010 (14)
3.6		Certificate of Change filed with the Nevada Secretary of State on June 8, 2010 (13)
3.7		Certificate of Change filed with the Nevada Secretary of State on April 14, 2011 (17)
3.8		Certificate of Correction filed with the Nevada Secretary of State on April 28, 2011 (17)
3.9		Articles of Merger as filed with the Nevada Secretary of State on August 30, 2011(18)
3.10		Bylaws (1)
10.1		Mineral Property Staking and Purchase Agreement dated January 28, 2005 between Ancor Resources Inc. and Laurence Stephenson (1)
10.2		Nose Rock Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated September 14, 2007 (3)
10.3		Dalton Pass Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated October 5, 2007 (4)
10.4		NWT Uranium Corp. and Nu-Mex Uranium Corp. Terminate Arrangement Agreement dated February 13, 2008 (5)
10.5		Executive Services Agreement dated April 1, 2008 among Uranium International Corp., Cleary Petroleum Corp. and Richard M. Cherry (6)
10.6		Letter Option Agreement dated December 9, 2008 between Uranium International Corp. and Geoforum Scandinavia AB (7)
10.7		Letter Option Agreement dated January 15, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (8)
10.8		Letter Agreement dated April 21, 2009, effective April 23, 2009, between Uranium International Corp. and Continental Precious Metals Inc. (9)
10.9		Option Agreement dated October 29, 2009 between Uranium International Corp. and Geoforum Scandinavia AB (10)
10.10		Option Agreement dated November 17, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (11)
10.11		Mineral Assets Option Agreement between Mercer Gold Corp. and Uranium International Corp., dated April 13, 2010 (12)
10.12		2010 Stock Incentive Plan (15)
10.13		Amendment to Mineral Assets Option Agreement dated December 30, 2010 (16)
10.14		Letter Agreement for Extension of July 14, 2012 Payment to July 31, 2012 between Mercer Two Panama Corp. and Comunidad Minera Guayabales, dated July 9, 2012 *(20)
Subsidiaries of the Issuer:
21.1		Subsidiaries of the Issuer: Mercer One Panama Corp. (Incorporated under the laws of the Republic of Panama) Mercer Two Panama Corp. (Incorporated under the laws of the Republic of Panama)

Certifications
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 *
101.INS		XBRL Instance Document **
101.SCH		XBRL Taxonomy Extension Schema **
101.CAL		XBRL Taxonomy Extension Calculation Linkbase **
101.DEF		XBRL Taxonomy Extension Definition Linkbase **
101.LAB		XBRL Taxonomy Extension Label Linkbase **
101.PRE		XBRL Taxonomy Extension Presentation Linkbase **

*	Filed herewith

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)	Incorporated by reference from our Form SB-2, filed with the SEC on September 13, 2006.
(2)	Incorporated by reference from our Form 10-KSB, filed with the SEC on June 13, 2007
(3)	Incorporated by reference from our Form 8-K, filed with the SEC on September 14, 2007.
(4)	Incorporated by reference from our Form 8-K, filed with the SEC on October 12, 2007.
(5)	Incorporated by reference from our Form 8-K, filed with the SEC on February 19, 2008.
(6)	Incorporated by reference from our Form 8-K, filed with the SEC on April 7, 2008.
(7)	Incorporated by reference from our Form 8-K, filed with the SEC on December 19, 2008.
(8)	Incorporated by reference from our Form 8-K, filed with the SEC on January 23, 2009.
(9)	Incorporated by reference from our Form 8-K, filed with the SEC on May 1, 2009.
(10)	Incorporated by reference from our Form 8-K, filed with the SEC on November 12, 2009.
(11)	Incorporated by reference from our Form 8-K, filed with the SEC on November 27, 2009.
(12)	Incorporated by reference from our Form 8-K, filed with the SEC on April 19, 2010.
(13)	Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010
(14)	Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010
(15)	Incorporated by reference from our Form 10-K, filed with the SEC on June 16, 2010.
(16)	Incorporated by reference from our Form 8-K, filed with the SEC on January 18, 2011.
(17)	Incorporated by reference from our Form 8-K, filed with the SEC on May 12, 2011.
(18)	Incorporated by reference from our Form 8-K, filed with the SEC on November 4, 2011.
(19)	Incorporated by reference from our Form 10-K, filed with the SEC on June 28, 2012.
(20)	Incorporated by reference from our Form 10-Q, filed with the SEC on July 20, 2012

SIGNATURES

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

	TRESORO MINING CORP.

Date: January 17, 2013	By:	/s/ Gary Powers
		Gary Powers, President/Chief Executive Officer

Date: January 17, 2013	By:	/s/ William D. Thomas
		William D. Thomas
		Chief Financial Officer, Secretary, Treasurer and a Director
		(Principal Financial Officer and Principal Accounting Officer)

Filing Compare · TRESORO MINING CORP.