Barisan Financial Statements - Barisan Gold Corporation

Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars)

(An Exploration Stage Company)

May 31, 2013

(Unaudited - prepared by management)

1

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements have been prepared by and are the responsibility of the management. The Company's independent auditor has not performed a review of these interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

2

BARISAN GOLD CORPORATION (An Exploration Stage Company) Condensed Consolidated Interim Statement of Financial Position (Expressed in Canadian dollars - unaudited) May 31, 2013

August 31, 2012 (Audited)

Assets Current assets Cash Receivables (note 6) Prepaids and advances

$

4,479,208 2,500 37,484 4,519,192

Non-current assets Receivable (note 6) Equipment (note 7) Exploration and evaluation assets (note 8)

$

301,668 6,790 16,481,983 16,790,441

Total assets

6,387,690 17,543 33,101 6,438,334

296,821 14,816 15,477,230 15,788,867

$

21,309,633

$

22,227,201

$

344,699 106,000 450,699

$

420,303 420,303

Liabilities and Shareholders’ Equity Current liabilities Trade payables and accrued liabilities (note 9) Deposits held in trust (note 8)

Shareholders’ equity Share capital (note 10) Reserve (note 11) Deficit

24,707,186 1,507,978 (5,356,230) 20,858,934 $

Total liabilities and shareholders’ equity

21,309,633

24,707,186 1,516,471 (4,416,759) 21,806,898 $

22,227,201

Subsequent event (note 15)

See accompanying notes to condensed consolidated interim financial statements.

Approved on behalf of the Board of Directors:

“Lionel Martin”

Director

“Alex Granger”

3

Director

BARISAN GOLD CORPORATION (An Exploration Stage Company) Condensed Consolidated Interim Statement of Comprehensive Loss (Expressed in Canadian dollars - unaudited) Three months ended May 31, 2013

Three months ended May 31, 2012

Nine months ended May 31, 2013


Expenses General and administrative expenses Conferences Consulting and other fees (note 12) Depreciation (note 7) Foreign exchange gain Investor relations Management fees (note 12) Office and administration Professional fees Rent Share-based payments (reversal) (note 11) Transfer agent and regulatory fees Travel and accommodation

$

Other item Interest income

508 $ 56,708 2,692 (12,687) 22,887 88,900 59,940 47,397 22,241 13,558 1,899 36,807 340,850

4,055 $ 49,701 4,119 (56,280) 24,217 119,309 42,351 96,581 (5,378) 63,598 2,100 60,290 404,663

508 $ 169,076 8,026 (38,019) 63,845 261,982 212,775 78,796 78,190 (8,493) 26,557 127,542 980,785

(340,850)

(404,663)

(980,785)

12,506

16,871

41,314

(1,764,676)

47,242

Comprehensive loss for the period

$

(328,344) $

(387,792) $

(939,471) $

Basic and diluted loss per common share

$

(0.01)

(0.01)

(0.02)

Weighted average number of common shares

40,706,186

$

40,706,186


4

$

40,709,186

4,209 209,321 4,119 (27,522) 70,901 309,073 384,533 301,714 120,322 154,236 44,143 189,627 1,764,676

$

(1,717,434) (0.04) 38,990,442

BARISAN GOLD CORPORATION (An Exploration Stage Company) Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Expressed in Canadian dollars - unaudited) Number of Shares

Share Capital

Balance, August 31, 2011

20,353,093

$

Issuance of shares upon Rights Offerings (note 2) Share issuance costs Share-based payments Loss for the period

20,353,093 -

11,194,201 (45,912) -

Balance, May 31, 2012

40,706,186

Share issuance costs Share-based payments Loss for the period Balance, August 31, 2012 Share-based payments Loss for the period Balance, May 31, 2013

$

155,456 -

(1,717,434)

11,194,201 (45,912) 155,456 (1,717,434)

24,738,389

1,341,540

(3,173,807)

22,906,122

40,706,186

(31,203) 24,707,186

174,931 1,516,471

(1,242,952) (4,416,759)

(31,203) 174,931 (1,242,952) 21,806,898

40,706,186

24,707,186

(8,493) 1,507,978 $

(939,471) (5,356,230) $

(8,493) (939,471) 20,858,934


5

$

Shareholders’ Equity 13,319,811

$

1,186,084

Deficit

(1,456,373) $

$

13,590,100

Reserve

BARISAN GOLD CORPORATION (An Exploration Stage Company) Condensed Consolidated Interim Statement of Cash Flows (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013


Cash provided by (used in) Operating activities Loss for the period

$

Items not involving cash: Depreciation Share-based payments (reversal)

(939,471) $

8,026 (8,493)

Changes in non-cash working capital: Receivables Prepaids and advances Trade payables and accrued liabilities

4,119 154,236

15,043 (4,383) (62,424) (991,702)

Financing activities Issuance of common shares on Rights offering Share issuance costs

(44,231) (216,784) (74,281) (1,894,375)

-

Investing activities Equipment Exploration and evaluation assets

11,194,201 (45,912) 11,148,289

(4,847) (911,933) (916,780)

Increase (decrease) in cash during the period

(21,107) (2,357,903) (2,379,010)

(1,908,482)

Cash, beginning of the period

6,874,904

6,387,690 $

Cash, end of the period Supplemental disclosure with respect to cash flows (Note 14)


6

4,479,208

(1,717,434)

709,243 $

7,584,147

BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013 1.

Nature and continuance of operations Barisan Gold Corporation (the “Company” or “BGC”) was incorporated under the laws of the Province of British Columbia on January 25, 2011 as a wholly owned subsidiary of East Asia Minerals Corporation (“EAMC”). Its principal business activities are the acquisition, exploration and development of exploration and evaluation assets in Indonesia (see notes 2 and 8). The Company’s exploration and evaluation assets are located in Indonesia and are subject to certain regulatory and forestry permitting issues as described in Note 8. The Company also has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary permits to explore, develop and achieve future profitable production activity from its exploration and evaluation assets. These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. These condensed consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and thus be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these consolidated financial statements. Management believes that the Company has adequate funds to meet its working capital requirements and fund its exploration programs for the upcoming year.

2.

Statement of compliance, basis of presentation and transfer of net assets a)

Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting” (“IAS 34”) as issued by the International Financial Accounting Standards Board (“IASB”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the IASB, have been omitted or condensed. These financial statements were authorized for issue by the Board of Directors of the Company on July 30, 2013.

b) Basis of presentation The financial statements have been prepared using the same accounting policies and methods as those used in the consolidated financial statements for the year ended August 31, 2012, except for the impact of the adoption of the accounting standard described below. These condensed consolidated interim financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency, unless otherwise indicated. These condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2012.

7


Statement of compliance, basis of presentation and transfer of net assets (cont’d) c)

Transfer of net assets On January 25, 2011, the Company was incorporated by EAMC under the laws of British Columbia, Canada. On June 30, 2011, EAMC transferred 80% of the issued and outstanding shares of PT Linge Mineral Resources (“PTLMR”) and PT Gayo Mineral Resources (“PTGMR”) and 75% of the issued and outstanding shares of PT Takengon Mineral Resources (“PTTMR”) to the Company in exchange for 19,023,569 common shares of the Company issued to EAMC. The remaining interest in PTLMR, PTGMR and PTTMR are owned by arm’s length Indonesian partners. The Company is responsible for fully funding the subsidiaries’ expenses up to the completion of a feasibility study on its mineral concessions. Following the completion of a feasibility study, the minority interest holders are required to contribute towards all costs incurred by the Company to such date, in proportion to their equity interest, or otherwise have their interest diluted. In the event the combined interest of the other minority interest holders falls to 10% or less, that interest shall automatically be converted to a 1.5% net smelter royalty. PTLMR and PTGMR own the Barisan I and Barisan II gold-copper porphyries respectively (including the Abong epithermal gold deposit) and PTTMR owns the Takengon gold-copper project, all located in Aceh Province, Indonesia. During the fiscal period ended August 31, 2011, the transaction was between entities under common control as it was a transfer of assets previously owned directly by EAMC to the Company, a wholly-owned subsidiary of EAMC. The assets transferred were recorded at the book value of EAMC at the date of transfer, which was estimated to be equal to fair value. The book value of the assets and liabilities transferred from EAMC included exploration and evaluation assets recorded at a carrying amount of $12,369,267 and working capital of $220,833. EAMC retained a 1.5% net smelter royalty on the Company’s interest in each of PTGMR, PTLMR and PTTMR in exchange for $150,000, which was received on July 12, 2011. EAMC incurred all expenditures associated with the transferred interests in the subsidiaries up to the transfer date on June 30, 2011 and thereafter such expenditures, including property maintenance and exploration expenditures were incurred by the Company. As part of the asset transfer, on July 20, 2011, EAMC made cash injection in the Company of $1,000,000 in exchange for 1,329,523 common shares of the Company. On August 17, 2011, EAMC paid a dividend-in-kind which distributed 100% of the common shares (Dividend Shares) of the Company which it held to the shareholders of EAMC. The distribution was made on the basis of one Dividend Share for every four EAMC common shares based on a record date of July 21, 2011. Following the distribution of the Dividend Shares, EAMC did not own any securities of the Company as at August 31, 2011. Neither EAMC nor the Company received any proceeds as a result of the distribution of the Dividend Shares.

8


Statement of compliance, basis of presentation and transfer of net assets (cont’d) c)

Transfer of net assets (cont’d) Following the distribution of the Dividend Shares (from EAMC) on August 17, 2011, the Company issued to the holders of the Dividend Shares, one right (a “Right”) for each Dividend Share held. For every Right held, a holder was entitled to subscribe for one unit of the Company at a price of $0.55 per unit at any time prior to September 7, 2011. Each unit consisted of one common share of the Company (a “Common Share”) and one half of one common share purchase warrant (a “Warrant”). Each whole Warrant entitled the holder to purchase one Common Share at a price of $2.00 per share until August 16, 2016. The Company may call the Warrants for redemption at a price of $0.0001 per Warrant, if the volume weighted average closing price over any consecutive 20 trading day period equals or exceeds $2.50 per common share prior to the Warrant expiry date. Shareholders who exercise their Rights in full had the right (the “Additional Subscription Privilege”) to subscribe for any units which were not otherwise subscribed for prior to September 7, 2011 (“Rights Expiry Date”), on a pro rata basis. Under a standby agreement dated April 15, 2011 (the “Standby Agreement”) between the Company and CEF Holdings Ltd. (“CEF”), CEF agreed, subject to certain conditions to purchase all of the units underlying the Rights that are unexercised by holders, including pursuant to the Additional Subscription Privilege, as of the Rights Expiry Date. On September 27, 2011, CEF acquired 9,007,417 common shares and 4,503,708 common share purchase warrants of the Company under the Standby Agreement. The Company issued 20,353,093 units on September 20, 2011 and received gross cash proceeds under the Rights Offering of $11,194,201.

9


Significant accounting policies The accounting policies set out below have been applied to the periods presented in these consolidated financial statements. a)

Basis of consolidation These condensed consolidated interim financial statements of the Company include the assets, liabilities and results of operations of the following subsidiaries acquired from EAMC (note 2): Name of subsidiary PT. Gayo Mineral Resources PT. Linge Mineral Resources PT. Takengon Mineral Resources

Place of incorporation Indonesia Indonesia Indonesia

Percentage ownership 80% 80% 75%

In addition, the condensed consolidated interim financial statements of the Company include its wholly-owned Hong Kong subsidiaries, which have been inactive since inception. All intercompany transactions and balances are eliminated on consolidation. b) Estimates The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The critical accounting estimates and judgments have been set out in Note 3 to the Company’s consolidated financial statements for the year ended August 31, 2012. c)

Comprehensive income Comprehensive income is the change in equity during a period from transactions and other events arising from nonowner sources and includes items that are not included in net earnings, such as unrealized gains and losses on available-for-sale investments. The comprehensive income accounting recommendations require certain gains and losses that would otherwise be recorded as part of net earnings to be presented in other comprehensive income until it is considered appropriate to recognize into net earnings. The presentation of comprehensive income and its components in a separate financial statement is displayed with the same prominence as the other financial statements. Accumulated other comprehensive income is presented as a new category in shareholders’ equity. The presentation of accumulated other comprehensive loss in the shareholders’ equity section of the statement of financial position is not required because the closing balance is $nil for the nine months ended May 31, 2013 and 2012.

10


New standards, amendments and interpretations not yet effective: Certain pronouncements were issued by the International Accounting Standards Board (“IASB”) or the International Financial Reporting Interpretations Committee (“IFRIC”) that are mandatory for accounting periods after May 31, 2013. The Company does not expect the below standards to have a material impact on the financial statements, although additional disclosures may be required. The following new Standards issued by the IASB, and effective for annual periods beginning on or after January 1, 2013, with the exception of IFRS 9 which is effective January 1, 2015. Early application is permitted if all five Standards are adopted at the same time. i) Consolidated Financial Statements IFRS 10 Consolidated Financial Statements (“IFRS 10”) will replace IAS 27 Consolidated and Separate Financial Statements, and SIC 12 Consolidation – Special Purpose Entities. The portion of IAS 27 that deals with separate financial statements will remain. IFRS 10 changes the definition of control, such that the same consolidation criteria will apply to all entities. The revised definition focuses on the need to have both “power” and “variable returns” for control to be present. Power is the current ability to direct the activities that significantly influence returns. Variable returns can be positive, negative or both. IFRS 10 requires continuous assessment of control of an investee based on changes in facts and circumstances. ii) Joint Arrangements IFRS 11 Joint Arrangements (“IFRS 11”) will replace IAS 31 Interests in Joint Ventures, and SIC 13 Jointly Controlled Entities – Non-monetary Contributions by Venturers. IFRS 11 defines a joint arrangement as an arrangement where two or more parties contractually agree to share control. Joint control exists only when the decisions about activities that significantly affect the returns of an arrangement require the unanimous consent of the parties sharing control. The focus is not on the legal structure of joint arrangements, but rather on how the rights and obligations are shared by the parties to the joint arrangement. IFRS 11 eliminates the existing policy choice of proportionate consolidation for jointly controlled entities and now requires equity method accounting. In addition, the Standard categorizes joint arrangements as either joint operations or joint ventures. iii) Disclosure of Interests in Other Entities IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”) will replace the disclosure requirements currently found in IAS 28 Investment in Associates, and is the new Standard for disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities, including information about the significant judgments and assumptions that it has made in determining whether it has control, joint control or significant influence in another entity. IFRS 12 sets out the required disclosures for entities reporting under IFRS 10 and IFRS 11.

11


New standards, amendments and interpretations not yet effective (cont’d) iv) Separate Financial Statements The new IAS 27 Separate Financial Statements (“IAS 27”) has been updated to require an entity presenting separate financial statements to account for those investments at cost or in accordance with IFRS 9 Financial Instruments. The new IAS 27 excludes the guidance on the preparation and presentation of consolidated financial statements for a group of entities under the control of a parent, which is within the scope of the current IAS 27 Consolidated and Separate Financial Statements, and is replaced by IFRS 10. v)

Investments in Associates and Joint Ventures The new IAS 28 Investments in Associates and Joint Ventures (“IAS 28”) has been updated and it is to be applied by all entities that are investors with joint control of, or significant influence over, an investee. The scope of the current IAS 28 Investments in Associates does not include joint ventures.

vi) IFRS 13 Fair Value Measurement (“IFRS 13”) IFRS is issued by the IASB in May 2011, and is effective for annual periods beginning on or after January 1, 2013. Early application is permitted. IFRS 13 was issued to remedy the inconsistencies in the requirements for measuring fair value and for disclosing information about fair value measurement in various current IFRSs. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, i.e. an exit price. vii) IFRS 9 Financial Instruments (“IFRS 9”) In November 2009, the IASB published IFRS 9, which covers the classification and measurement of financial assets as part of its project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. In October 2010, the requirements for classifying and measuring financial liabilities were added to IFRS 9. Under this guidance, entities have the option to recognize financial liabilities at fair value through earnings. If this option is elected, entitles would be required to reverse the portion of the fair value change due to own credit risk out of earnings and recognize the change in other comprehensive income.

12


Capital management The Company considers the items in shareholders’ equity as capital. The Company manages and adjusts its capital structure based on available funds in order to support the acquisition, exploration, and development of its exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration and evaluation stage; as such the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and development, and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it believes there is sufficient geological or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the nine months ended May 31, 2013. The Company is not subject to externally imposed capital requirements.

6.

Receivables a)

Current receivables consist of Government taxes receivable at May 31, 2013 of $2,500 (August 31, 2012 - $17,543)

b) Long-term receivable consists of the following: During the year ended August 31, 2012, PTGMR entered into a Drilling Services Agreement (the “Drilling Agreement”) with an arm’s length contractor (the “Contractor”). In accordance with the Drilling Agreement, PTGMR agreed to loan the Contractor $342,310 (the “Loan”) towards the acquisition of certain drilling equipment. Of this amount, $96,220 was incurred during the year ended August 31, 2012 and was recorded in prepaids and advances. The Contractor is the legal and beneficial owner of such equipment. Pursuant to the Drilling Agreement, as drilling services are provided, the Contractor will deduct an amount equal to 18% from invoices as payment (the “Margin Amount”) towards the Loan. For the purchase of the equipment, the Contractor will pay the Loan less any Margin Amounts. At May 31, 2013, the Loan balance is $301,668.

13


Receivables (cont’d) b) Long-term receivable consists of the following (cont’d): The percentage of the Margin Amount may be increased by the Contractor, by providing notice to PTGMR. The Drilling Agreement can be terminated by either party at any time (the “End Date”), by giving 14 days notice. If by the End Date the sum of the Margin Amounts has not satisfied the Loan, PTGMR may request the Contractor to sub-contract the equipment. The invoices from sub-contracting will be subject to an 18% Margin Amount for an unspecified duration until the Loan is paid. In the event that the Contractor is successful in sub-contracting the equipment, PTGMR will provide the Contractor the use of the equipment for a term of 9 months. Ultimately, PTGMR and the Contractor may, otherwise, dispose of the equipment as necessary to recover the Loan.

7.

Equipment Computer software

Leasehold improvements

Total

Cost Balance as at August 31, 2011 Additions during the year Balance as at August 31, 2012 Additions during the period Balance as at May 31, 2013

$

10,174 10,174 10,174

$

11,974 11,974

$

11,974

$

$

$

2,245 2,245 4,211 6,456

$

$

5,087 5,087 3,815 8,902

$

7,332 7,332 8,026 15,358

At August 31, 2011

$

-

$

-

$

-

At August 31, 2012

$

5,087

$

9,729

$

14,816

At May 31, 2013

$

1,272

$

5,518

$

6,790

$

$

-

22,148 22,148 22,148

Accumulated depreciation Balance as at August 31, 2011 Depreciation for the year Balance as at August 31, 2012 Depreciation for the period Balance as at May 31, 2013

$

Net book value

14


Exploration and evaluation assets Indonesia properties

Barisan I (Linge)

Balance at August 31, 2011

$

5,854,075

Barisan II (Gayo) $

5,288,589

Takengon

$

1,890,971

Total properties $

13,033,635

Expenditures: Field costs Assay costs Drilling Geology Technical reports Tenement costs Additions for the year

119,662 2,615 203,790 83,176 288,667 697,910

349,384 68,067 557,474 880,487 9,002 257,128 2,121,542

32,079 216 41,491 145,704 219,490

501,125 70,898 557,474 1,125,768 92,178 691,499 3,038,942

Impairment Balance at August 31, 2012

(44,581) 6,507,404

(217,591) 7,192,540

(333,175) 1,777,286

(595,347) 15,477,230

Expenditures: Field costs Assay costs Drilling Geology Tenement costs Additions for the period Balance at May 31, 2013

27,727 314 36,707 58,830 123,578 6,630,982

74,829 10,322 125,564 337,407 36,165 584,287 7,776,827

69,496 3,577 152,617 31,496 39,702 296,888 2,074,174

172,052 14,213 278,181 405,610 134,697 1,004,753 16,481,983

$

$

$

$

During the 2006 fiscal year, EAMC entered into Memorandums of Understanding with certain Indonesian companies on three exploration and evaluation assets (Barisan I, Barisan II and Takengon projects) located in Aceh Province, Indonesia. As described in Note 2, EAMC transferred the following interest in each project to the Company: Barisan I (Linge) Barisan II (Gayo) Takengon

80% 80% 75%

According to the terms of the Memorandums of Understanding, the Company is responsible for funding 100% of the exploration and development and operating expenditures of the exploration and evaluation assets up to and including the costs of any feasibility studies, after which all parties are to fund their proportionate share, or have their interest diluted. The Indonesian New Mining Law established in 2009 allows for the granting of permits through the issuance of a mining license, known as an Ijin Usaha Petambangan or “IUP”. The IUP’s are granted in two stages, namely the Exploration IUP and the Operation Production IUP. Exploration IUPs are exploration licenses, which allow their owners the right to conduct mineral exploration on the ground they cover, subject to other relevant permits, government and local approvals, if applicable. Exploration IUPs are granted for up to a total period of eight years, covering one year for general surveys, three years for exploration, extendable for one year, with a maximum extension of twice the respective extension period, and one year for a feasibility study, extendable for one year, following which they must either be relinquished or upgraded to Production-Operation IUPs.

15


Exploration and evaluation assets (cont’d) According to Indonesian Forestry Laws, any company wishing to explore or exploit in forest designated areas must apply for and receive a forestry borrow-use permit. The Company’s main areas of interest are located both within forest designated areas and outside forest designated areas. Current activities are solely being conducted in non-forest designated areas until appropriate forestry borrow-use permits are obtained. Exploration forestry borrow-use permits are generally valid for a period of two years after which a new application must be submitted. In addition, the Government of Indonesia extended a two year moratorium til May 2015 related to the issuance of new forestry borrow-use permits related to areas designated as primary forest. The Company’s main areas of interest are located both within primary forest and outside of primary forest. Due in part to the complexity, nature and location of the Company’s operations, various social, political, environmental, land title, legal, permitting and tax matters are outstanding from time to time. New permits or permit renewal requests are subject to an applications process under existing Indonesia Government mining and forestry permit rules and regulations that have been changing and evolving in recent years. The Company has investigated rights of ownership of all of the mineral concessions in which it has an interest and, to the best of its knowledge, all rights of ownership are in good standing. On December 24, 2012, the Company received extensions until December 28, 2014 to the Exploration IUPs for Linge and Takengon. On February 20, 2013, the Company received an extension until March 5, 2015 to the Exploration IUP for Gayo. The Gayo IUP contains the Upper Tengkereng, Lower Tengkereng, Upper Ise-Ise and Sekeulen gold-copper porphyry prospects. Upon expiry of the Exploration IUP’s, the Company must either convert the IUP’s to Operations Production IUP’s, request an extension of the Exploration IUP’s or suspend the Exploration IUP’s. The Company continues to work with local government authorities seeking a forestry borrow-use permit for Linge, which would allow it to resume drilling at Abong. Sale of Takengon On March 4, 2013, the Company entered into a Conditional Sales and Purchase Agreement (“CSPA”) with a private Indonesian company whereby the private Indonesian company has agreed to purchase the Company’s 75% equity interest in Takengon, which includes the Collins epithermal gold prospect. As per the terms of the CSPA, the private Indonesian company will pay the Company a total of 7,250,000,000 Indonesian rupiah (equivalent to approximately $770,000 CAD). 1,000,000,000 rupiah ($106,000 CAD) has been deposited in escrow in the Company’s bank account. Another 5,250,000,000 rupiah (approx. $558,000 CAD) will be paid upon closing of the transaction and the final 1,000,000,000 rupiah (approx. $106,000 CAD) will be payable one year after closing and secured by a certain number of shares in PTTMR transferred under the CSPA. Closing of the transaction is subject to a number of regulatory approvals in Indonesia.

16


Trade payables and accrued liabilities Trade payables and accrued liabilities consist of the following: May 31, 2013 Trade payables Accrued liabilities Other payables Due to related parties (Note 12)

$

101,598 188,974 50,627 3,500 344,699

$

August 31, 2012 $

$

197,271 207,757 15,275 420,303

10. Share capital a)

Authorized share capital: Unlimited number of voting common shares without par value. Issued share capital: As at August 31, 2012 and May 31, 2013, the issued and outstanding share capital is comprised of 40,706,186 common shares. As described in Note 2, the Company completed a Rights Offering during the year ended August 31, 2012 and issued 20,353,093 units for gross cash proceeds of $11,194,201 less share issuance costs of $77,115.

b) Warrants: As a result of Rights offering described in note 2, there are 10,176,546 warrants outstanding. Each whole warrant will entitle the holder to purchase one common share at a price of $2.00 per share, expiring on August 16, 2013. The Company may call the warrants for redemption at a price of $0.0001 per warrant, if the volume weighted average closing price over any 20 consecutive trading day period equals or exceeds $2.50 per common share prior to the warrant expiry date.

17

BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013 11. Share-based payments a)

Stock options: The Company adopted a stock option plan (the “Option Plan”) for its officers, directors, employees, consultants and other persons entitling it to grant stock options approved by the Compensation Committee of the Board of Directors from time to time. Under the Option Plan, the Board of Directors may grant up to 20% of the number of common shares issued and outstanding as of the date of completion of the Rights Offering (Note 2). On this basis, the Option Plan shall be operated as a fixed plan. The changes in options are as follows:

Options outstanding, beginning of period Options granted Options cancelled Options outstanding, end of period Options exercisable, end of period

Nine months ended May 31, 2013 Weighted average Number of exercise price options 5,927,500 $ 0.45 (1,733,000) 0.54 4,194,500 $ 0.41 3,457,000

$

0.47

Year ended August 31, 2012 Weighted average Number of exercise options price 5,225,000 $ 0.55 2,220,000 0.29 (1,517,500) 0.55 5,927,500 $ 0.45 4,062,500

$

0.55

During the nine months ended May 31, 2013, a total of 1,733,000 stock options were cancelled. During the year ended August 31, 2012: i)

On November 7, 2011, the Company granted 710,000 stock options at $0.55 per common share exercisable on or before November 7, 2016.

ii) On June 18, 2012, the Company granted 1,510,000 stock options at $0.165 per common share exercisable on or before June 18, 2017. These stock options vest completely over the first year, vesting equally in semi-annual tranches, starting six months from the date of grant. The stock options outstanding and exercisable at May 31, 2013 are as follows: Number of options outstanding 2,299,500 420,000 1,475,000 4,194,500

Number of options exercisable 2,299,500 420,000 737,500 3,457,000

Exercise price $ 0.55 0.55 0.165

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Expiry date August 25, 2016 November 7, 2016 June 18, 2017

BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013 11. Share-based payments (cont’d) b) Share-based payments: The total share-based payments recognized on the options granted during the nine months ended May 31, 2013, under the fair value method, was $nil (2012 - $155,456). Share-based payment reversal of $8,493 (2012 - expense $154,236) was expensed and $nil (2012 - $1,200) was capitalized to exploration and evaluation assets. The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted for the nine months ended May 31, 2013 and 2012: Nine months ended May 31, 2013


-

1.42% 3 years 112.51% 0.00% $0.55

Nine months ended May 31, 2013 $ 261,982 94,500 4,642 $ 361,124

Nine months ended May 31,2012 309,073 90,000 20,798 146,225 566,096

Risk-free interest rate Expected life of options Annualized volatility Dividend rate Weighted average fair value per option

12. Related party transactions The compensation of key management personnel and related parties were as follows:

Fees and short-term benefits - management Fees and short-term benefits - directors Consulting fees Share-based payments

$

$

As at May 31, 2013, trade payables and accrued liabilities included amounts payable to related parties totaling $3,500 (August 31, 2012 - $nil) for management fees and short-term benefits (Note 9).

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BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013 13. Financial instruments International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). Cash is classified as Level 1. As at May 31, 2013, the carrying values of cash, receivables, and trade payables approximate their fair values due to their short terms to maturity. Financial risks The Company has exposure to the following risks from its use of financial instruments: • Credit risk • Liquidity risk • Market risk Credit risk Credit risk is the risk of potential loss to the Company if counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash and receivables. The Company has limited the exposure to credit risk by only depositing its cash with high credit quality financial institutions which are available on demand by the Company for its programs. At May 31, 2013, the Company’s exposure to credit risk is considered to be minimal. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company has ensured, as far as reasonably possible, it will have sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. During the year ended August 31, 2012, the Company completed a rights offering as discussed in Note 2. The Company believes that the remaining balance of cash will be sufficient to meet its current working capital requirements and planned general exploration costs over the coming year. As of May 31, 2013, the Company had no significant contractual obligations other than those included in trade payables and accrued liabilities and as disclosed in Note 9.

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BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013 13. Financial instruments (cont’d) Interest and foreign exchange risk The Company is subject to normal risks including fluctuations in foreign exchange rates and interest rates. While the Company manages its operations in order to minimize exposure to these risks, it has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure. At May 31, 2013, the Company was not exposed to significant interest rate risk. The Company has significant operating expenditures which are denominated in United States dollars (“USD”) and Indonesian Rupiah (“IDR”). The Company’s exposure to exchange rate fluctuations arises mainly on foreign currencies against the Canadian dollar functional currency of the relevant business entities. The Company is principally engaged in the acquisition, exploration and development of exploration and evaluation assets in Indonesia. Financial assets: The Canadian dollar equivalent of the amounts denominated in foreign currencies are as follows: May 31, 2013 Cash

USD $

595,711

August 31, 2012 Cash

IDR $

161,250

USD $

1,003,641

Total $

IDR $

28,386

756,961 Total

$

1,032,027

Financial liabilities: The exposure of the Company’s financial liabilities to currency risk are as follows: May 31, 2013 Trade payables and accrued liabilities

USD $

381

August 31, 2012 Trade payables and accrued liabilities

IDR $

USD $

86,540

277,263

Total $

IDR $

80,780

277,644 Total

$

167,320

Sensitivity analysis: The Company is exposed to foreign currency risk on fluctuations related to cash, trade payables and accrued liabilities that are denominated in USD and IDR. As at May 31, 2013, net assets totalling $479,317 (August 31, 2012 - $864,707) were held in USD and IDR. Based on the above net exposure as at May 31, 2013 and assuming all other variables remain constant, a 2% depreciation or appreciation of the USD and IDR against the Canadian dollar would result in an increase or decrease of approximately $9,600 (2012 - $17,000) in the Company’s loss and comprehensive loss.

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BARISAN GOLD CORPORATION (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements (Expressed in Canadian dollars - unaudited) Nine months ended May 31, 2013

14. Supplemental disclosure with respect to cash flows Nine months ended May 31, 2013 Cash paid for income taxes Cash paid for interest

$ $

-

Nine months ended May 31, 2012 $ $

-

For the nine months ended May 31, 2013 there were no significant non-cash financing and investing transactions. Significant non-cash financing and investing transactions during the nine months ended May 31, 2012 of $111,408 included in exploration and evaluation assets which is included in trade payables and accrued liabilities.

15. Subsequent event Subsequent to the quarter ended May 31, 2013, the Company entered into stock option agreements granting the right and option to purchase 480,000 common shares of the Company at $0.10 per common share exercisable in whole or in part on or before July 18, 2018.

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