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February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez Spring, P.Eng. Senior Geologist

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Page 1: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

February 15, 2012 Toronto, Canada

NI 43-101 REPORT ON THE TELEGRAPH PROPERTY,

CALIFORNIA, USA FOR

TELEGRAPH GOLD CORP.

prepared by

Velasquez Spring, P.Eng.

Senior Geologist

Page 2: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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TABLE OF CONTENTS

Page

1. SUMMARY ..........................................................................................................................1 

2. INTRODUCTION AND TERMS OF REFERENCE .......................................................6 2.1  INTRODUCTION ........................................................................................................6 2.2  TERMS OF REFERENCE ...........................................................................................6 2.3  SOURCES OF INFORMATION .................................................................................6 2.4  DETAILS OF PERSONAL INSPECTION OF THE PROPERTY .............................7 2.5  UNITS AND CURRENCY ..........................................................................................7 

3. RELIANCE ON OTHER EXPERTS .................................................................................8 

4. PROPERTY DESCRIPTION AND LOCATION ............................................................9 4.1  LOCATION ..................................................................................................................9 4.2  DESCRIPTION.............................................................................................................9 

5. ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY ............................................................................................................14 5.1  ACCESS .....................................................................................................................14 5.2  CLIMATE ...................................................................................................................14 5.3  LOCAL RESOURCES AND INFRASTRUCTURE .................................................14 5.4  PHYSIOGRAPHY ......................................................................................................15 

6. HISTORY ...........................................................................................................................16 

7. GEOLOGICAL SETTING AND MINERALIZATION ................................................19 7.1  REGIONAL, LOCAL AND PROPERTY GEOLOGY .............................................19 7.2  MINERALIZATION ..................................................................................................21 

8. DEPOSIT TYPES ..............................................................................................................23 

9. EXPLORATION ................................................................................................................24 9.1  PROCEDURES/PARAMETERS OF SURVEYS AND INVESTIGATION ............24 9.2  SAMPLING METHODS AND SAMPLE QUALITY...............................................24 9.3  RELEVANT INFORMATION ..................................................................................25 9.4  RESULTS AND INTERPRETATION OF EXPLORATION ...................................25 

10. DRILLING .......................................................................................................................26 

Page 3: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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TABLE OF CONTENTS (continued)

Page

11. SAMPLE PREPARATION, ANALYSES AND SECURITY ......................................27 11.1  SAMPLE PREPARATION AND ASSAYING ........................................................27 

12. DATA VERIFICATION .................................................................................................27 

13. MINERAL PROCESSING AND METALLURGICAL TESTING ............................27 

14. MINERAL RESOURCE ESTIMATES .........................................................................27 

15. MINERAL RESERVE ESTIMATES ............................................................................27 

16. MINING METHODS ......................................................................................................28 

17. RECOVERY METHODS ..............................................................................................28 

18. PROJECT INFRASTRUCTURE ...................................................................................28 

19. MARKET STUDIES AND CONTRACTS ....................................................................28 

20. ENVIRONMENTAL STUDIES, PERMITS, AND SOCIAL OR COMMUNITY IMPACT .........................................................................................................................28 

21. CAPITAL AND OPERATING COSTS .........................................................................28 

22. ECONOMIC ANALYSIS ................................................................................................28 

23. ADJACENT PROPERTIES ...........................................................................................28 

24. OTHER RELEVANT DATA AND INFORMATION .................................................28 

25. INTERPRETATION AND CONCLUSIONS ...............................................................29 

26. RECOMMENDATIONS .................................................................................................30 

27. DATE AND SIGNATURE PAGE ..................................................................................31 

Page 4: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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TABLE OF CONTENTS (continued)

Page

CERTIFICATE .......................................................................................................................32 

REFERENCES ........................................................................................................................34 

APPENDIX 1: ASSAY CERTIFICATE ...............................................................................35 

LIST OF TABLES 1. Telegraph block claims earn-in for a 75% interest .......................................................12 2. List of claims, Telegraph block .....................................................................................13 3. Budget estimate .............................................................................................................30 

LIST OF FIGURES

1.  Location map .................................................................................................................10 2.  Property claims .............................................................................................................11 3.  Property geology ...........................................................................................................20 4.  White Bear underground geological map .....................................................................22 

Page 5: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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1. SUMMARY Telegraph Gold Corp. ("the Company") has requested Watts, Griffis and McOuat Limited ("WGM") to carry out a review and an exploration program for the Telegraph Property ("the Property") and to prepare a National Instrument 43-101 ("NI 43-101") compliant report on the Property. The Company intends to use the Property and the report as part of a qualifying transaction to become listed on the TSX Venture Exchange. The Property is composed of 16 Federal-sized lode claims superimposed on 25 large placer claims covering an approximate area of 2,950 acres. WGM understands that the Company has not done any prior work on the Property but that considerable prior work by previous owners has been documented in detailed accounts of the expenditures from 2007 to 2010. The Company engaged WGM to undertake a geological mapping and sampling program on the Property utilized in the preparation of this report, at a cost of C$68,859.19 (HST not included) the results of which are included in this report. The Company and WGM believe that the Property is underexplored and that there exists considerable opportunity to discover significant economic mineralization. Velasquez Spring, P.Eng., a WGM Qualified Person is the author of this report and visited the Property July 25 to 31, 2011. The Property is located in Sierra County, California, USA centered approximately at Latitude 39°57’40"N and Longitude 120°51’30"E and consists of three blocks. 1. Excelsior Block: Seven Placer claims 100% owned by the Company. 2. Telegraph Block: Eight Placer and 16 Lode claims that the Company can "earn in a 75%

ownership" over 5 years through a work commitment of US$4,730,000 and $3,600,000 in cash payments to the vendor. The Company can increase its ownership to 100% by making a payment of $6.5M in cash or shares upon the completion of a Feasibility Study, on, or before, January 1, 2015. The vendor retains a 2% royalty.

3. White Bear Block: Ten Placer claims with an option to acquire 100% by the payment of US$1.4 million by November 2012.

The Property is readily accessed by road 80 miles from Sacramento, California or from Reno, Nevada by 95 miles of road. The climate is characterized by moderately cold winters and hot dry summers with the annual precipitation from December to March at about 60 inches. At elevations above 5,000 feet precipitation is mostly heavy, wet snow. Accumulations of

Page 6: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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10 feet to 20 feet of snow are not uncommon, with the snow restricting access. The nearest town is Downieville of a few hundred residents, which can provide overnight accommodations, restaurants and basic services and supplies. The nearest major supply and service centres for hospital, schools and personnel are in Sacramento, CA or Reno, NV. Infrastructure at the Property consists of a series of connecting county dirt roads to the former underground producing placer gold mines (Telegraph, Dutch Tunnel, Sol Wood, Monte Cristo and Excelsior). Dense bush and pine trees cover most of the Property, which has well developed soils and less than 20% outcrops. The Property is located on the western flank of the Sierra Nevada Mountains along a northward trending ridge with the Downie River on the east and Goodyears Creek on the west. Elevations range from 6,690 feet ASL in the north to 4,500 feet ASL in the south, characterized by flat-topped ridges separated by steep-sided "V" shaped valleys. Rich placer gold deposits were discovered in November 1849 at Downieville and were first intensely hand-mined, then followed by hydraulic mining until World War II. In the mid-1850s, drift placer mining (underground) began from Goodyears Creek beneath the summit of Fir Cap Mountain (Telegraph Mine). By 1863 some 1,675 ft of the Tertiary underground paleo-channel gravels had been mined, and were reportedly very rich, with gold grades up to 500 g Au/t. Flooding prevented mining the channel gravels to the south, however the north trending channel was successfully breached and the southern channel then used as a drain. Small scale underground placer mining continued until the early 1880s when the 33 ft wide high grade gold "A" vein, some 2,213 ft from the portal, was discovered, containing bonanza gold grades (reportedly up to 2,590 g Au/t). The vein was also mineralized with arsenopyrite, pyrite, galena and sphalerite. A second parallel "B" vein, over seven ft thick, was also discovered in the drift. In 1889, the mining operations changed hands to J. Mitchell and the work was directed to developing the veins and locating a Tertiary channel that was believed to extend some seven miles south of the Saddleback Mountain to the Monte Cristo Mine. Mitchell met with great success as the mine reportedly produced approximately 14,300 troy oz. of gold from 1899 to 1900. In 1890, Senator Finney carried out considerable work on the channel gravels in the vicinity of the "A" vein and to the northwest some 500 ft but in the mid-1890s changed from placer drift mining to vein development.

Page 7: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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In 1905, an enlarged campsite, a stamp mill and a Pelton Wheel power plant was constructed and considerable underground development carried out to process the high grade "A" vein ore. During the underground development, the parallel "B" vein was discovered, however in 1907, the mill was wrecked for a second time by snow slides and the mining returned to drift mining. By 1933, approximately 5,000 ft of tunnel had been driven northerly between two Tertiary paleo-channels, with 2,000 feet of lateral development and the discovery of four eastward dipping strong quartz veins "C", "D", "E" and "F" (three of them in the Old Winze area). Several pieces of coarse angular fragments of arsenopyrite/gold mineralized quartz were found in a paleo-placer north of Old Winze area suggesting rich ore shoots in the quartz veins were just to the north. Because of dangerous working conditions a new winze was sunk. It was believed that the best location for continuous ore shoots of the "A" and "B" veins was where the veins were projected to intersect the serpentine-amphibolite contact. During the mid-1930s, the Property changed ownership with continued mining of the paleo-channels. At the start of World War II, with the restrictions on gold mining and a fixed gold price at US$35.00 /oz., mining was curtailed. In the 1950s and 1960s with inflation and a fixed gold price of US$35.00/oz, little mine development took place. Work since the late 1960s was primarily focussed on mining the gold in gravels, with limited exploration to look for extensions of the known gold quartz veins of the Old Winze area, where some drilling was completed. The results of this work have not been clearly documented or verified. The geology of the Property, located within the Northern Sierra Nevada geological province, is composed mainly of metamorphic rocks of the Western Sierra Nevada Metamorphic Belt, with smaller amounts of volcanic and granitic rocks all within a relic subduction zone, the Melones Fault Zone. The Shoo Fly Formation of Silurian age, composed of micaceous schists and orthoquartzites is the oldest; the rocks thought to have been sediments deposited 440 to 395 million years ago on a continental shelf at the western margin of Proto-North America. The Melones Fault Zone is up to five miles wide made up of several major faults. Between the faults are contorted wedges of metasediments, basic intrusives and serpentinized ultramafics forming a typical trench melange. In the area of the Property the Melones Fault Zone is slightly more than a mile wide and is bounded on the east by the Melones Fault and on the west by the Goodyears Fault. During the Nevada Orogeny (mid to late Jurassic) the rocks were deformed during several periods of deformation and metamorphosed to mid-green schist facies, with a significant amount of the ultramafic rocks serpentinized. Mountain building terminated during the Cretaceous with the intrusion of large granitic plutons.

Page 8: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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The intrusion of the Alleghany gold-quartz veins occurred during the late orogenic faulting of the Nevada Orogeny, followed by erosion of the Cretaceous mountains during some seven million years to form a peneplain together with the formation of the primary channels and deep gravels of the ancient Yuba River system. The gold-quartz veins were exposed, then weathered and deposited in primary channels. During the Oligocene to late Pliocene periods, regional tilting, faulting and deposition of Tertiary volcanics resulted in the burial of the primary channels and development of secondary channels. No significant gold mineralization was observed by WGM on the Property as all the portals of the previous operating gold mines are collapsed and inaccessible, with the exception of the White Bear Mine. Two types of gold mineralization occur on the Property, a) paleo-placer deposits buried under mudflows and volcanic rocks and b) auriferous quartz veins. The veins are believed to be similar to those mined in the high-grade Alleghany district some 13 miles south of the Property where more than 1.1 million ounces were reportedly mined from five of the largest mines during 1853 to 1963. The veins, which are typically 5 ft to 10 ft in true thickness but can be as thick as 35 ft, are mineralized with quartz, pyrite, galena, arsenopyrite, sphalerite and native gold. The veins near the serpentinized ultramafic rocks are highly auriferous with grades varying from 0.3 troy oz Au/t, to greater than 80 troy oz Au/t. WGM exploration was confined to surface mapping of the Property (Melones Fault Zone) and the sampling of surface quartz veins and silicified zones by means of chip- channel sampling. No significant gold results of the WGM samples were received from the assay laboratories, as all values reported less than 18 ppb Au with one third of the samples reporting less than the detection limit of 5 ppb Au. Although the actual reported gold grades cannot be confirmed by WGM as no drill core, assay sheets, drill logs or accurate underground maps are available for review, WGM has concluded and concurs with the Company that based on the abundant past records of reported gold values reported in the auriferous "Alphabet" drill holes that gold mineralization of the quartz veins are the primary interest. These veins exist and are worthy of an exploration program. The following rehabilitation (Phase 1) and exploration program (Phase 2), in consultation with the Company, is recommended by WGM. The second phase is contingent on a successful Phase 1.

Page 9: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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Budget Estimate

Description Cost (US$) Phase 1 Reconstruction of the Telegraph Portal and rehabilitation of 2,200 ft of tunnel $750,000Surveying of 5,000 ft of underground workings 70,000Geological mapping and sampling of underground workings 100,000Total $920,000 Phase 2

Diamond drilling (all costs including mobilization/demobilization) 5,000 m @ $200/m

1,000,000

Assaying including sample preparation and 10% check assaying for QA/QC 250,000Total $1,250,000 325500 Contingency (~15%) GRAND TOTAL $2,500,000

Page 10: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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2. INTRODUCTION AND TERMS OF REFERENCE 2.1 INTRODUCTION Telegraph Gold Corp. ("the Company") is a junior Canadian exploration company headquartered at P.O. Box 50, 1 First Canadian Place, Toronto, Ontario and was established in 2011 to carryout exploration in California, USA. The Company intends to become listed on the Toronto Venture Exchange and engaged Watts, Griffis and McOuat Limited ("WGM") to prepare a National Instrument 43-101 ("NI 43-101") compliant report on the Telegraph Property of merit ("the Property"). The Property consists of 16 Federal-sized lode claims superimposed on 25 larger placer claims covering an approximate area of 2,950 acres. 2.2 TERMS OF REFERENCE The Company and WGM believe that the Property is underexplored and that there exists considerable opportunity to discover significant economic gold mineralization. Velasquez Spring, P.Eng. WGM Senior Geologist and Qualified Person ("QP") visited the project during July 25, 2011 to July 31, 2011 and is the author of this report. Mr. Spring was accompanied by WGM Geologists, Shawn-Michael White and Adou Katche who carried out a mapping and sampling program during July 25, 2011 to August 14, 2011 under the direction of Mr. Spring. Mr. Spring is the author of this report. 2.3 SOURCES OF INFORMATION In conducting this study, V. Spring relied on reports and information supplied by the Company; various public documents; reports by previous operating companies; and by information obtained during the site visit and surface mapping by WGM Geologists, Messrs. White and Katche.

Page 11: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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2.4 DETAILS OF PERSONAL INSPECTION OF THE PROPERTY V. Spring examined the surface geology, lithology, structure, alteration, and visited the portals of all the previous underground operations, all are inaccessible (collapsed) except for the White Bear Mine. 2.5 UNITS AND CURRENCY Customary USA units are used throughout this report. Linear measurements as feet ("ft") or miles ("mi"), weights as pounds ("lb") or tons ("ton"), areas as acres ("ac"), and precious metals as troy ounces per ton ("troy oz/t") or grams per tonne ("g/t"). Elevations above sea level as ("ASL"). Economic data is quoted in both Canadian dollars (“C$”) and in US dollars ("US$").

Page 12: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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3. RELIANCE ON OTHER EXPERTS WGM did not independently review the purchase agreements and the land status information of the Property and the information as reported herein was provided by the Company.

Page 13: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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4. PROPERTY DESCRIPTION AND LOCATION 4.1 LOCATION The Property is located in Sierra County, California, USA centered approximately at Latitude 39°57’40"N and Longitude 120°51’30"E (Figure 1). The Property occurs on land which is administered as part of the Tahoe National Forest and consists of 25 placer claims and 16 lode claims. 4.2 DESCRIPTION The General Mining Act of 1872 that governs prospecting and mining on Federal public lands in the USA came about because of the California Gold Rush of 1849. California had just become part of the USA and lacked a mining law. The early prospectors during the gold rush developed their own law generally adapted from Mexican regulations. California had been a former part of Mexico. Later, after several amendments, the present 1872 Federal Mining Act was enacted. There are two types of claims under the Mining Act, Lode or hard rock claims (also known in California as a quartz claim) and Placer (gravel) mining claims. When an area is covered by both a Placer claim and a Lode claim, the owner of the Lode claim must get permission to conduct exploration on the area from the owner of the Placer claim. Mining claims, west of the great plains of the USA on lands of National Parks or Wilderness Areas are filed with the County Clerk and the US Bureau of Land Management. The Company reported to WGM that a title search was carried out and that all claims are in good standing. There are no known significant factors, or risks, that could affect access, title or right, or ability to perform work on the property. The Property consists of three blocks of claims (Figure 2).

Page 14: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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Nevad

aa

Cliforn

ia

121°1 °22 120°

121°122° 120°

40°

39°

40°

39°

KilometresUTM WGS83 Zone 10N

12.5 62.50

Scale 1 : 1,250,000

Feet

30,000 150,0000

N

Figure 1.

Sierra County, State of California, USA

Location Map

Telegraph Property

TELEGRAPH GOLD CORP.

Graphics by Watts, Griffis and McOuat Limited

After Weller Cartographic Services, California Road Map 03201

P29 TEL / P29_03_Loc_Map.cdrLast revision date: Monday 9 January 2012

TELEGRAPH

PROPERTY

100 90 80

30

70

40

90100

50

110

50

40

130 120

THEBAHAMAS

U.S.A.

M E X I C O

Washington, D.C.

Nassau

Ottawa

Salt Lake City

Toronto

Las Vegas

Reno

Los Angeles

500 Kilometers

500 Miles0

0

NorthPacificOcean

Gulf of Mexico

NorthAtlanticOcean

Nashville

PROJECT

AREA

C A N A D A

Page 15: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

4,38

7,50

0m.N

4,38

5,00

0m.N

682,500m.E 685,000m.E

682,500m.E 685,000m.E

4,39

2,50

0m.N

4,39

0,00

0m.N

4,387,500m.N

4,385,000m.N

4,392,500m.N

4,390,000m.N

120°50'

39°35'

39°40'

39°36'

39°37'

39°38'

39°39'

39°35'

39°36'

39°37'

39°38'

39°39'

120°51'120°52'120°53'

120°50'120°51'120°52'120°53'

MetresUTM WGS83 Zone 10N

250 1,2500

Scale 1 : 25,000

Feet

1,000 5,0000

N

Figure 2.

Sierra County, State of California, USA

Claim Map

Telegraph Property

TELEGRAPH GOLD CORP.

P29 TEL / P29_02_Claim_Map.cdrLast revision date: Monday 9 January 2012

Graphics by Watts, Griffis and McOuat Limited After: David C.Brown, P.L.S. 6481

Legend:

Property outline

TELEGRAPH

PROPERTY

Page 16: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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The Excelsior Block: consists of seven placer claims totalling 1,070 acres, which were acquired by the Company in March 2011 for US$300,000 and are 100% owned by the Company: Name Serial No Excelsior CAMC 14332 Excelsior Extension CAMC 14333 Excelsior Extension #2 CAMC 14334 Fraction CAMC 14335 Sol Wood CAMC 14336 Tonopah CAMC 14337 Annapolis CAMC 14338 Telegraph Block: consists of 24 claims (8 placer and 16 lode claims) where the Company can earn a 75% interest in the block over a five year period through a work commitment, totalling US$4,730,000 and through payments to the vendor of US$3,600,000 as shown in Table 1.

TABLE 1. TELEGRAPH BLOCK CLAIMS EARN-IN FOR A 75% INTEREST

Year Work Commitments Vendor Payments 2010 $25,000 2011 $730,000 $575,000 2012 $1,000,000 $1,000,000 2013 $2,000,000 $1,000,000 2014 $1,000,000 $1,000,000 Total $4,730,000 $3,600,000

Upon the Company completing a Public Transaction, the vendor receives warrants to purchase 10% of the shares issued on the first $25 million raised and then 5% of the next $15 million raised, at the respective issue prices. The Company has the option to increase its interest to 100% by making an additional payment of US$6,500,000 in cash or shares, at the Company’s option, payable on or before 60 days from completing a Feasibility Study, and in any event no later than January 1, 2015. The vendor will retain a 2% royalty. Table 2 shows the claims of the Telegraph Block.

Page 17: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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TABLE 2. LIST OF CLAIMS, TELEGRAPH BLOCK

Claim Name BLM Serial number Saddleback Placer CAMC 27337 Saddleback Placer #1 CAMC 27338 Saddleback Placer #2 CAMC 27339 Saddleback Placer #3 CAMC 37340 Saddleback Placer #4 CAMC 27341 Saddleback Placer #5 CAMC 27342 Saddleback Placer #7 CAMC 27343 Saddleback Placer #8 CAMC 27344 DDL 1 CAMC 292890 DDL 2 CAMC 292891 DDL 3 CAMC 292892 DDL 4 CAMC 292893 DDL 5 CAMC 292894 DDL 6 CAMC 292895 DDL 7 CAMC 292896 DDL 8 CAMC 292897 DDL 9 CAMC 292898 DDL 10 CAMC 292899 MTA #1 CAMC 293255 MTA #2 CAMC 293256 MTA #3 CAMC 293257 MTA #4 CAMC 293258 MTA #5 CAMC 293259 MTA #6 CAMC 293260

White Bear Block: the Company has the option to acquire 100% of the White Bear Block through payments of US$1.4 million due by November 2012.

Page 18: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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5. ACCESS, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

5.1 ACCESS The Property is readily accessed by road in about three hours from either Sacramento, California along the Interstate Highway No. 80 to the town of Auburn then north along Highway No. 49 to Downieville, a total of about 80 miles; or from Reno, Nevada via California Interstate Highway No. 80 to the town of Truckee then north along Highway No. 89 to Highway No. 49 then west to Downieville, a total of approximately 95 miles. From Downieville the Property is reached by driving 7.5 miles north along a narrow county road that joins California Highway No. 49 about 0.4 miles west of Downieville. 5.2 CLIMATE The climate at the Property is characterized by moderately cold winters and hot dry summers with the temperature varying from 10°F to 100°F and with the annual precipitation at about 60 inches that falls mostly as heavy and wet snow from December to March. Precipitation below 3,500 feet ASL is generally as rain and at around 5,000 feet elevation ASL as snow, with accumulations of 10 to 20 feet not uncommon. Many areas at this elevation are inaccessible between November through June due to the heavy snow pack. Record snowfalls and damage due to snow slides have been less common in recent years but old reports cite considerable damage due to numerous snow slides. 5.3 LOCAL RESOURCES AND INFRASTRUCTURE Downieville, although being the county seat of Sierra County, is a small town with a few hundred residents, with restaurants and overnight accommodations, basic supplies and services available. However, Downieville is a popular tourist town and the population increases considerably during the summer months. Both Sacramento, California and Reno, Nevada are the nearest supply and service centres for available hospital, school and personnel. Infrastructure at the Property consists of a network of county dirt roads connecting the various former underground placer mines on the Property with histories of past gold production (Telegraph Mine, Dutch Tunnel, Sol Wood Mine, Monte Cristo and the Excelsior Mine).

Page 19: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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Potable water is available from Goodyears Creek as well as from the mine workings. Soils are well developed over most of the claim area, with rock outcropping over less than 20% of the Property. Dense brush consisting mostly of deer brush, Manzanita and thorny buck brush covers the ridges, above elevations of about 5,500 feet ASL to the south and west of Fir Cap Mountain. Sparse to moderate dense forest below 5,500 feet ASL consists mainly of Douglas Fir, Sugar Pine, White Fir, Yellow Pine and Red Cedar over most of the Property. On the lower slopes, near the southwestern boundary, Dogwood, Black Oak and Live Oak are common.

5.4 PHYSIOGRAPHY The Property is located on the western flank of the Sierra Nevada Mountains in north-eastern California along a northward trending ridge that terminates with the peaks of Fir Cap and Saddle Back mountains. The ridge separates Downie River on the east side from Goodyears Creek on the west side. Elevations on the Property range in the north from 6,690 feet ASL at the summit of Saddle Back Mountain to approximately 4,500 feet ASL near the southwestern boundary. The local topography consists of flat-topped ridges at elevations of about 6,500 feet ASL separated by steep-sided "V" shaped valleys, the result of late Tertiary age uplift and erosion on an Eocene age lava-capped peneplane. The main workings of the Telegraph Mine are located at 5,285 feet ASL near the headwaters of Goodyears Creek. The Dutch Tunnel portal is about 1,900 ft south-southeast from the Telegraph portal at about 5,240 feet ASL.

Page 20: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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6. HISTORY Rich placer gold deposits were discovered in November 1849 at the Forks on the Yuba River by Major William Downey who played a central role in the California Gold Rush of 1849. The Forks, later renamed Downieville, is some 7.5 miles south of the Telegraph Property. The surface placer gold deposits of the Yuba watershed and its tributaries were quite rich and were intensely mined, first manually followed by hydraulic mining until World War II. Drift placer mining (underground) developed in the mid-1850s from Goodyear’s Creek beneath the summit of Fir Cap Mountain, at that time the mine was known as the Telephone Mine. By 1863, the workings at the Telephone Mine had advanced 1,675 ft with the mining of the underground Tertiary paleo-channel gravels. Upon arriving at the pay channel gravels the miners tried to mine to the south but were stopped by flooding; however, they successfully breached the channel to the north, and the channel to the south was used as a drain. Reportedly the gravels were very rich, containing gold grades up to 500 g Au/t. Small scale underground placer mining continued until the early 1880s, when a 33 ft wide, high grade gold quartz vein, named the "A" vein was discovered in a drift some 2,213 ft from the portal again reportedly containing bonanza gold grades (up to 2,590 g Au/t). The vein was not only mineralized with native gold, but also with arsenopyrite, pyrite, galena and sphalerite. A second parallel vein, east of the "A" vein, was also intersected in the drift and named the "B" vein (this vein was over seven feet thick). Note: While the quartz vein thicknesses are reported, the mineralized shoots were found plunging within the vein at greater down dip lengths than the horizontal lengths and their thickness with respect to the vein thicknesses is not clear. Reportedly, a disagreement among the miners frustrated the shareholders that led in 1899 to the mining operations being taken over by the Telegraph Drift Mining Company, controlled by John Mitchell, who gave the mine its present name. Mr. Mitchell’s work was directed towards developing the veins and to locating a Tertiary Channel that was thought to extend south approximately seven miles from the Saddleback Mountain through Fir Cap Mountain to the Monte Cristo Mine. Mitchell met with considerable success, as it was calculated that before 1900 the mine had produced approximately 14,300 tr oz of gold. The company was sold in 1890 to Senator J. Finney who carried out considerable work in the channel gravels in the vicinity of the vein "A" discovery area and also in the northwest

Page 21: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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workings area (some 800 ft to the northwest), but in the mid-1890s emphasis was switched from the placer drift mining towards vein development. In 1905, a 5 stamp mill, a Pelton Wheel power plant and an enlarged campsite were constructed to process the high grade ore being mined from the "A" quartz vein, reportedly with an average recovered gold grade of 75 oz Au/t. The main haulage way was enlarged; crosscuts were opened along vein "A" and into the Tertiary paleo-channels. One of the crosscuts discovered the parallel quartz vein "B”, which while stoping up on a rich ore shoot to the lava capping, (approximately 12 ft above the level of the tunnel on the “A” quartz vein), produced a reported 290 oz of gold. An inclined shaft, "The Old Winze", was sunk 58 ft and drifted 85 ft north along the "A" vein to intersect the downward extension of the ore shoot. In 1907, the mill was wrecked for a second time by snow slides and mining operations returned to drift mining of the paleo gravel deposits. In 1915, a 30 ft shaft, east of the Old Winze was sunk on the "B" quartz vein and channel gravels were mined in the northeast workings. By 1933, approximately 5,000 ft of tunnels had been driven at the Telegraph Mine in a northerly direction between two Tertiary paleo-channels with about 2,000 ft of lateral development in which four eastward dipping, quartz veins were discovered. Three quartz veins were located in the Old Winze area. Reportedly all the workings below the main haulage required continuous pumping of water to prevent flooding. Several pieces of coarse angular gold fragments, together with arsenopyrite/gold fragments, were found in the paleo-placer gravels just north of the Old Winze. This led to the thought that gravel “ore shoots” were coming from quartz veins, and in 1934 the bottom of the Old Winze was pumped out and a 337 lb sample collected from the sublevel, 80 ft north of the Old Winze. This sample returned a grade of about 172 oz Au/t, while another 50 ton sample from the same sublevel graded 0.3 to 0.6 oz Au/t. Because of dangerous working conditions at the old Winze in 1934 a new winze was sunk 80 ft and a crosscut driven 30 ft westerly through the "A" vein to the "B" vein. The "A" vein was mineralized with arsenopyrite and a small amount of free gold but was only two feet thick while the "B" vein was sparsely mineralized and 10 feet thick. To expose the ore shoot below where it had been mined in the early 1900s in the Old Winze, a drift from the New Winze was driven northward 180 ft along the "A" vein, with a raise near the end of the drift to connect to the 1900s workings. It was believed that the best place to locate continuous rich ore shoots in the "A" and "B" veins was where the veins were projected to intersect the

Page 22: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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serpentine-amphibolite contact, as no one had tunnelled along the "A" and the "B" veins to the contact. During the mid-1930s, the Telegraph property changed ownership and the mining continued along the paleo-channels. However, with the start of World War II restrictions on gold mining, and the fixed gold price at US$35.00/oz the mine development was curtailed. In the 1950s and 1960s, with inflation and with the gold price fixed at US$35.00/oz, little development was carried out in the mine. In 1967, the Telegraph property was dropped and restaked by Vernon Huffman and Associates who in the following year added the Saddleback Mountain area to the Property. In 1968 they acquired the Dutch Tunnel workings, and in 1983 the Excelsior claim group southeast of the Telegraph Mine was also purchased. The expansion of the properties was based on the belief that the two paleo-placer channels, beneath the volcanic capping on Fir Cap Mountain extended southwards through the Telegraph and Dutch Tunnel workings to the White Bear Mine. However, from 1969 to 1973, Huffman and Associates concentrated their work on the Telegraph Mine with the rehabilitation of the main haulage way and installation of new track rails and a ventilation pipe. Work progressed on an eastward tunnel (Huffman Tunnel) approximately 1,600 ft in from the portal to intersect the projection of a known gold quartz vein. After mining through a thick basaltic dyke, the western rim of a Tertiary channel was intersected. A 10° decline was driven and a 60 ft wide deep channel in the bedrock was crossed. A series of holes were drilled along the main haulage and these discovered the Deep Channel. APCO Oil Corporation optioned the Property in 1972 and drilled nine holes, drilled to intersect the down dip extensions of the known gold quartz veins of the Old Winze area. The veins were intersected but the results are not available. APCO drilled nine holes from surface, between the Telegraph and Excelsior Mines, to test connecting the Tertiary paleo-channels with inconclusive results. APCO dropped the option in 1974. Intermittent work has been carried out since the late 1970s on the paleo-placer deposits.

Page 23: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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7. GEOLOGICAL SETTING AND MINERALIZATION 7.1 REGIONAL, LOCAL AND PROPERTY GEOLOGY The Property is located within the Northern Sierra Nevada geological province and is composed mainly of metamorphic rocks of the Western Sierra Nevada Metamorphic Belt, with smaller amounts of volcanic and granitic rocks all within a relic subduction zone, the Melones Fault Zone (Figure 3). The oldest rocks around the Property are the Shoo Fly Formation of Silurian age consisting of micaceous schists and orthoquartzites, thought to have been sediments deposited 440 to 395 million years ago on a continental shelf at the western margin of Proto-North America. West of the Shoo Fly Formation, and separated by the Melones Fault zone, are ocean basin sediments and mafic volcanics (tholeiites) of the Calaveras and Franklin Canyon formations. The Melones Fault zone has been interpreted as a continental suture, a relic Paleozoic to Mesozoic age subduction zone (Heitanen, 1981) and thus separates continental rocks on the east from oceanic rocks on the west. The inland arc developed some distance from the shore and during the continued subduction along the Melones fault it was carried eastwards. A 285 million year ("Ma") old gabbro along the Melones fault that intrudes into the Calaveras and Franklin Canyon formations suggests that igneous activity occurred during the Paleozoic. The Melones Fault zone is up to five miles wide and is made up of several major faults. Between these major faults are contorted wedges of meta-sediments of the Calaveras Formation; gabbroic and dioritic intrusives and wedges of serpentinized ultramafic rocks (believed to be serpentinized wedges of the lithosphere) forming a typical trench melange. Flow-folding in the sedimentary blocks, similar to that occurring in migmatites, is common. In the area of the Property the Melones Fault Zone is slightly more than a mile wide, with the Zone defined by the Melones Fault on the east, and the Goodyears Fault on the west.

Page 24: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

lat

Vag

mla

mla

mla

sp

sp

sp

mM

cc

cc

ms

ms

Ssq

mM

Vag

C F

AG

OO

DY

EA

R

RE

EK

U

LT

EO

NS

A

L

ML

EF

UT

70

85

60

70

80

60

75

60

6050

70

70

70

70

60

70

80

80

7055

60

60

3939~3m QV

3938~2m QV

3940~1m QV

3941~2m QV

39261m QV

39271m QV

39281m QV

39291m QV

39231m QV

39241m QV

39251m QV

39300.5m QV

3937~1m QV

3937~2m QV

4,38

7,50

0m.N

4,38

5,00

0m.N

682,500m.E 685,000m.E

682,500m.E 685,000m.E

4,39

2,50

0m.N

4,39

0,00

0m.N

4,387,500m.N

4,385,000m.N

4,392,500m.N

4,390,000m.N

120°50'

39°35'

39°40'

39°36'

39°37'

39°38'

39°39'

39°35'

39°36'

39°37'

39°38'

39°39'

120°51'120°52'120°53'

120°50'120°51'120°52'120°53'

MetresUTM WGS83 Zone 10N

250 1,2500

Scale 1 : 25,000

Feet

1,000 5,0000

N

Figure 3.

Sierra County, State of California, USA

Property Geology

Telegraph Property

TELEGRAPH GOLD CORP.

P29 TEL / P29_04_Prop_Geol.cdrLast revision date: Monday 9 January 2012

Graphics by Watts, Griffis and McOuat Limited

Legend:

Property outline

Tertiary Volcanics

Tuffaceous Andesite

Lahar volcanic and agglomerate

Metamorphic

Meta-Andesite

Serpentinite and Talc Schist

Meta-Sediment

Phyllite with layers of Quartzite

Schist and Mica-Schist

Quartzite and Mica-Schist

Channel Deposits

Symbols

Strike and dip of foliation

Strike and dip of joint

Vertical joint

Meta-mafic (meta-gabbro, meta-pyroxenite, amphibolite)

Fault

Inferred contact

Modified after Oster J., 1990; Regional Geology fromUSGS Prof. Pap. 1226A

lat

Vag

mla

sp

cc

ms

Ssq

Ts

mM

WGM sample, number

Outcrop

3938

Sediments (Pre-Tertiary Volcanics)

Quartz VeinQV

TELEGRAPH

PROPERTY

Page 25: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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During the Nevada Orogeny (mid to late Jurassic) the rocks of the Property were regionally deformed and metamorphosed to mid-green schist facies, also a significant amount of ultra mafic rocks in the Melones Fault Zone were serpentinized. Mountain building terminated during the Cretaceous with the intrusion of large granitic plutons that can be seen to the east of the Property in the core of the Sierra Nevada Mountains. Several periods of deformation occurred during the Nevada Orogeny that left the Calaveras Formation of pelites and cherts isoclinally folded while the less ductile rocks of the Shoo Fly Formation exhibit broader more open folding. The major folds (Heitamen, 1981) have northwest-southeast trending axes that commonly plunge eastward. During the late orogenic faulting of the Nevada Orogeny the deposition of the Alleghany gold-quartz veins occurred. This was followed by a period of erosion (during some seven million years) of the Cretaceous mountains. An estimated 1.5 mile thickness of crust was removed to form a peneplain with the development of the primary channels and deep gravels of the ancient Yuba River system. The result was the gold-quartz veins being exposed at surface and the placer gold concentrated in primary channels. This was followed during the Oligocene to late Pliocene by regional tilting, faulting and deposition of Tertiary volcanics that resulted in the burial of the primary placer channels and the development of secondary placer channels. During the last seven million years, (up to the present time), the modern Yuba River system was developed, exhibiting a deeply dissected topography with the old river channels now preserved under lava capped ridges. 7.2 MINERALIZATION No significant gold mineralization was observed by WGM geologists on the Property, or reported from the WGM-sampled quartz veins on the Property. All of the previous operating mines, except for the White Bear Mine, have their portals collapsed with the underground workings inaccessible. In the interior of the White Bear Mine (Figure 4) a few 1 mm to 1.5 mm flecks of gold were observed in a 2.5 inch to 3.0 inch thick paleo-placer on the south wall at the floor of the workings (some 600 ft east of the portal). This paleo-placer is overlain by meta-sedimentary schist. WGM geologists were not permitted to sample this mineralization.

Page 26: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

0 10 50

Metres

Scale 1 : 1,000

320°/70°SW

BrecciatedAmphibolite

39312.0m Qtz strg. zone1.

39330.7m Qv3.

39320.1m Qtz strg.2.

Schist

"reported high grade"zone of Channel

material330°/60°SW

gradational

Schist

Serp.

310°/70°SW

gradational contact

Serp.

Amphibolite

asbestos @ contact

FoliatedAmphibolite

gradationalcontact

Schistgradationalcontact

39341.0m Qtz strg. zone4.

high gradezone of Channel

material

BrecciatedAmphibolite

TELEGRAPH GOLD CORP.

Underground Geology of White Bear Mine

Telegraph PropertySierra County, State of California, USA

Figure 4.

1

No.1

E683,342m.E

N4,386,644m.N

3,00

0N3,

200N

3,40

0N3,000N

3,200N1,600E1,400E1,200E1,000E

1,400E1,200E1,000E

Serpentinite

N

0 40 200

Feet

contact

Station at Portal

Graphics by Watts, Griffis and McOuat Limited

Legend:

Fault

Jointing, strike and dip

Bedding, strike and dip

WGM Sample location

39320.1m Qtz strg.2.

Location

0.1m quartz stringer zone

WGM Sample number

Page 27: NI 43-101 REPORT ON THE TELEGRAPH PROPERTY ...February 15, 2012 Toronto, Canada NI 43-101 REPORT ON THE TELEGRAPH PROPERTY, CALIFORNIA, USA FOR TELEGRAPH GOLD CORP. prepared by Velasquez

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8. DEPOSIT TYPES Two types of gold mineralization occur on the Property 1) the paleo-placers deposits and 2) the auriferous quartz vein deposits, both occurring within the north trending Melones Fault Zone. Paleo-placers: High grade Tertiary placer gravel deposits were deposited on the Pre-Cretaceous metamorphic bedrock surface in channels developed within the ancestral Yuba River system as it flowed over, or near, the gold bearing quartz veins in the bedrock. These paleo-channels were preserved through their burial under mudflows and volcanic lavas. This unconformable contact, between the overlying volcanics and the underlying metamorphic rocks, is very planar and exhibits only modest relief, with the primary and secondary channels exhibiting very low gradients. In the vicinity of the Telegraph mine the average channel gradient is 1.7% to 2.7% and the paleo-channel is often very thin (less than 2 feet thick) or even absent. Consulting geologist, Jeffrey L. Wilson stated (2007):

"The average pay channel in the Telegraph Mine has been estimated at 100 ft wide. Grades for gravels and bedrock substrate are typically on the order of 0.1 to >3.0 ozs per cubic yard with an average fineness of 0.858. Historical gravel grades in the Telegraph Mine are reported at 0.337 ozs per cubic yard."

Paleo-channels of both Eocene age (primary channels) and Neocene age (secondary channels) in the Telegraph Mine area are interpreted to commonly trend at near S30°W. High Grade Auriferous Quartz Veins: Quartz veins occurring within the Melones Fault Zone at the Telegraph Mine are believed to be similar to those mined in the high-grade Alleghany district some 13 miles to the south of the Telegraph Mine where more than 1.1 million ounces are reported to have been mined in five of the largest mines during 1853 to 1963 (Brush Creek Mine; Kate Hardy Mine; 16 to 1 Mine; Rainbow Mine and Oriental Mine). The veins are highly auriferous near serpentinized ultramafic rocks and typically 5 ft to 10 ft in true thickness but can be as thick as 35 ft. The veins are composed of quartz, pyrite, galena, arsenopyrite, sphalerite and native gold reportedly with gold grades ranging from 0.3 tr oz/t to more than 80 tr oz/t.

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9. EXPLORATION Exploration on the Property consisted of a surface mapping program of the Melones Fault Zone along the existing roads and trails where GPS readings could be a read, as the thick forest cover of the Tahoe National Forrest prevented GPS readings. No mineralized zones were observed on surface and since all the reported historical locations with gold mineralization were underground and not presently accessible it was not surprising that all of the surface quartz veins sampled by WGM and analyzed by SGS and ALS assay laboratories returned assayed values less the 12 ppb Au. One third of these WGM samples report gold values below the detection limit of 5 ppb Au. The mapping confirmed the USGS Regional Geology Map (Hietanen A. 1981) that most of the Property is covered by Tertiary-age volcanics (pyroclastic tuffaceous andesite). Mica-chlorite schists border the Property on the northeast, with the central part underlain by upper Paleozoic age serpentine-talc schists. The northern portion and to the west of the Goodyears Fault are meta-sediments (meta-cherts and phyllites) believed derived from sediments typically on ocean floors. 9.1 PROCEDURES/PARAMETERS OF SURVEYS AND INVESTIGATION Sampling was carried out across the outcropping/surface quartz veins and the silicified zones encountered during the surface mapping program (see Figure 3). 9.2 SAMPLING METHODS AND SAMPLE QUALITY Sampling consisted of channel chip sampling of equal size chips at equally spaced distances across the strike of the vein, or silicified zone. Sample intervals were broken at changes in geology or limited to a maximum length of 1.0 m/sample. Samples were collected in separate, marked (tagged) sample bags and personally delivered to the assay laboratories. Those numbered 3923 to 3930 were personally delivered to ACTLABS in Lancaster, Ontario, a laboratory accredited with CAN-P-1575 certification meeting ISO 17025 requirements for mineral analysis and those numbered 3931 to 3934 and 3936 to 3941 to ALS Minerals Laboratory in Reno, Nevada (for sample preparation) and then sent to be analyzed to the ALS Minerals in Vancouver, BC, also an accredited ISO 17025 laboratory for analysis by fire assay ICP-AES finish. (Note: sample tag 3935 was not used).

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Other than the standard repeat analysis at the laboratories, it was felt with the negative assay results that additional analysis was not warranted and no additional quality control was carried out on the samples. The two assay laboratories, ACTLABS in Lancaster, Ontario, and ALS Minerals in Vancouver, BC, are both completely independent from Telegraph Gold Corp. 9.3 RELEVANT INFORMATION Given that the original discovery of the placer gold of the California Gold Rush started in 1848, all of the streams and quartz veins in the area have been prospected several times in the search for gold, except where they are covered by volcanic flows. Evidence of prior sampling and diamond drilling were observed at some of the surface outcropping quartz vein locations. 9.4 RESULTS AND INTERPRETATION OF EXPLORATION Prior mining of the quartz veins in the Downieville area reported that the quartz veins were mineralized in contact or near, the ultramafic rocks and it was no surprise that all the WGM samples gave very low, uneconomic assayed gold values.

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10. DRILLING

No drilling was conducted during the WGM mapping program but WGM has recommended that the previously reported bonanza gold values intersected in the underground alphabet labelled drill holes in the Telegraph Mine be twinned after the mine is rehabilitated.

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11. SAMPLE PREPARATION, ANALYSES AND SECURITY 11.1 SAMPLE PREPARATION AND ASSAYING Covered under Section 9.1 Sampling Procedures.

12. DATA VERIFICATION V. Spring, the Qualified Person (“QP”) visited, traversed and examined the geology of the Property and the underground geology of the White Bear Mine. Mr. Spring also directed the geological mapping and surface sampling by WGM geologists: Mssrs. White and Katche. It is the opinion of V. Spring that the data contained in this report truly represents the geology as visible on the surface. Apart from the gold mineralization observed underground at the White Bear Mine, no other areas of gold mineralization were observed on the Property and all other portals of the several mines on the Property of past gold mining operations are collapsed and the underground could not be visited. It is the opinion of the QP that although the gold mineralized quartz veins were not visited, it is believed that these veins do exist given the considerable written history of their past mining and are worthy of the future exploration recommended.

13. MINERAL PROCESSING AND METALLURGICAL TESTING None conducted.

14. MINERAL RESOURCE ESTIMATES No mineral resource has been outlined.

15. MINERAL RESERVE ESTIMATES

No mineral reserve has been outlined.

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16. MINING METHODS Not applicable.

17. RECOVERY METHODS Not applicable.

18. PROJECT INFRASTRUCTURE Not applicable.

19. MARKET STUDIES AND CONTRACTS Not applicable.

20. ENVIRONMENTAL STUDIES, PERMITS, AND SOCIAL OR COMMUNITY IMPACT

Not applicable.

21. CAPITAL AND OPERATING COSTS Not applicable.

22. ECONOMIC ANALYSIS Not applicable.

23. ADJACENT PROPERTIES There are no known active adjacent properties to the Property.

24. OTHER RELEVANT DATA AND INFORMATION None known.

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25. INTERPRETATION AND CONCLUSIONS Although the actual reported gold grades cannot be confirmed as no drill core, assay sheets, complete drill logs or accurate underground maps are available for review, WGM concurs with the Company that based on the abundant past records of reported gold values in the auriferous Alphabet drill holes "A" through "E" (the source of the paleo-placers) do exist and are a worthwhile and a better primary gold exploration target than the paleo-placers. The underground workings at the Telegraph Mine need first to be rehabilitated; then the underground workings accurately surveyed; the underground geology mapped and the coordinates of the collars of the reported Alphabet drill holes located. The hole direction and hole angles of the Alphabet drill holes need to be determined in order to twin drill these holes (reportedly the veins are north trending and appear to dip 55°E to 75°E) to test these veins at depth and along strike.

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26. RECOMMENDATIONS WGM concurs with the following Company's proposed two phase exploration program for the Telegraph Property. Table 3 displays the estimated Phase 1 budget. The Phase 2 budget will be determined based on the results of the Phase 1 program.

TABLE 3. BUDGET ESTIMATE

Description Cost (US$) Phase 1 Reconstruction of the Telegraph Portal and rehabilitation of 2,200 ft of tunnel $750,000Surveying of 5,000 ft of underground workings 70,000Geological mapping and sampling of underground workings 100,000Total $920,000 Phase 2

Diamond drilling (all costs including mobilization/demobilization) 5,000 m @ $200/m

1,000,000

Assaying including sample preparation and 10% check assaying for QA/QC 250,000Total $1,250,000 Contingency (~15%) GRAND TOTAL $2,500,000

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27. DATE AND SIGNATURE PAGE This report titled "NI 43-101 Report on the Telegraph Property, California, USA for Telegraph Gold Corp." and dated February 15, 2012, was prepared and signed by the following author:

Date effective as of February 15, 2012.

Velasquez Spring, P.Eng. Senior Geologist

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CERTIFICATE I, Velasquez Spring, do hereby certify that: 1. I reside at Suite 1020, 17 Walden Circle, Mississauga, Ontario, Canada, L5J 4J9. 2. I am a Senior Geologist with Watts, Griffis and McOuat Limited, a firm of consulting

geologists and engineers, which has been authorized to practice professional engineering by Professional Engineers Ontario since 1969, and professional geoscience by the Association of Professional Geoscientists of Ontario.

3. This certificate accompany the report titled "NI 43-101 Report on the Telegraph

Property, California, USA for Telegraph Gold Corp." dated February 15, 2012. 4. I am a graduate from the University of Toronto, Ontario with a B.A.Sc. Degree in

1957, and I have practised my profession continuously since that time. I have both examined and reported on gold placer and gold lode deposits throughout North and South America, Africa, and China. I served as an original director of the Association of Professional Geoscientists of Ontario for six years.

5. I am a Professional Engineer licensed by Professional Engineers Ontario (Membership

Number 43927011). I am a Member of: the Canadian Institute of Mining, Metallurgy and Petroleum, the CSA Mining Technical Advisory and Monitoring Committee, the Prospectors and Developers Association of Canada, and Executive Committee Member of the CIM Toronto Branch.

6. I am a "Qualified Person" for the purpose of NI 43-101. 7. I visited the Telegraph property during July 25 and 31, 2011. 8. I am solely responsible for the entire report. 9. I am independent of the issuer as described in Section 1.5 of NI 43-101. 10. I have not had any prior involvement with the Property that is the subject of this

technical report.

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11. I have read NI 43-101, Form 43-101F1 and the technical report and have prepared the technical report in compliance with NI 43-101, Form 43-101F1 and generally accepted Canadian mining industry practice.

12. As of the date of the technical report, to the best of my knowledge, information and

belief, the technical report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

Velasquez Spring, P.Eng.

February 15, 2012

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REFERENCES California Bay – Delta Authority, 2003 Abandoned Mine Lands Assessment of the North Yuba Watershed, 40 p. Chakarun, J.D., 1987 Tertiary Gold-bearing Gravels, Northern Sierra Nevada, California,

pp. 123-126. Elwell, J.P. 1979 Evaluation Report on the Telegraph Mine Property, Sierra County,

California, report for Flame Petro-Minerals Corp and Consolidated Trans-Columbia Industries Ltd., 7 p.

Hietanen, A., 1981 Geology West of the Melones Fault between the Feather and Yuba Rivers,

California USGS Prof. Pap, 1226B, 35 p. Lindgren, Waldemar 1911 The Tertiary gravels of the Sierra Nevada of California USGS Prof. Pap 7s,

226 p. Osttler, J. 1990 Report on the Assets, Gold Reserves and Economic Potential of the

Telegraph Property, 184 p. Wilson, J.L. 2007 Order of Magnitude Vein Gold Potential Telegraph Mine Property Sierra

County California, November 4, 2007, 23 p. 2007 Letter report "Impressions of the Telegraph Mine", May 21, 2007, 4 p.

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APPENDIX 1: ASSAY CERTIFICATE

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