San Gold Corporation

The Financial Statements of SGX Resources along with MD&A are posted on SEDAR. For ease of reading, here is the pertinent part of the MD&A below:

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OVERVIEW OF THE BUSINESS

The Company was incorporated under the Canada Business Corporations Act on December 5, 2008. The Company did not commence active business operations until it acquired an interest in certain option agreements from San Gold Corporation (“San Gold”) on December 4, 2009. The current business of the Company is exploration and development of its mineral properties.

OVERALL PERFORMANCE

As at September 30, 2010, the Company’s business was ownership of interests in various mineral properties. During the quarter ended September 30, 2010, the Company undertook various exploration activities on its properties as set forth below.

Previously, on December 4, 2009, the Company entered into an option purchase agreement, as amended, with San Gold (the “Option Purchase Agreement”). Under the terms of the Option Purchase Agreement, San Gold sold to the Company its interests in seven option agreements to acquire certain mineral properties in the Timmins, Ontario area. The consideration paid by the Company to San Gold for its interest in the option agreements was $2,500,000, satisfied by the issuance by the Company of 19,000,000 common shares of the Company (“Shares”) to San Gold at a deemed price of $0.1315789 per Share. In addition to the Shares issued to San Gold, as additional consideration for the interest in the option agreements, the Company agreed to enter into a right of first refusal agreement with San Gold which gave San Gold the first right to purchase any interest in a mineral property sold by the Company.

On April 25, 2010 the Company filed its final non-offering prospectus with The Manitoba Securities Commission in order to become a reporting issuer and to remove the resale restrictions on the Shares. The Shares became listed for trading on the TSX Venture Exchange (the “Exchange”) on April 28, 2010.

On May 3, 2010, the Company entered into an option agreement with Newcastle Minerals Ltd. (“Newcastle”) pursuant to which Newcastle has provided the Company with an option to acquire up to a 75% interest in nine property patents (the “Newcastle Property”) which Newcastle has an option to acquire in the Timmins, Ontario area. Newcastle holds an option to acquire the Newcastle Property from Timmins Forest Products Ltd. pursuant to an agreement dated December 15, 2009. Pursuant to the terms of this option agreement, the Company has the option to earn up to a 75% interest in the Newcastle Property making certain payments to Newcastle, issuing certain Shares to Newcastle and performing certain exploration work on the Newcastle Property.

On May 17, 2010, the Company entered into an option agreement with Shoreacres Exploration Ltd. (“Shoreacres”) pursuant to which Shoreacres has provided the Company with an option to acquire a 100% undivided interest in leased claim 114 (the “Shoreacres Property”) located in Sothman Township in Timmins, Ontario held by Shoreacres. Pursuant to the terms of this option agreement, the Company has the option to earn a 100% undivided interest in the Shoreacres Property by making certain cash payments and issuing certain Shares to Shoreacres. In addition, upon transfer of a 100% undivided interest in the Shoreacres Property from Shoreacres to the Company, Shoreacres shall be entitled to an aggregate 2% net smelter returns royalty on the Shoreacres Property.

On May 19, 2010, the Company entered into an option agreement with each of James Croxall, Margaret Kangas, Dennis Miller, Larry Salo and John D. Bryant (collectively, the “Optionors”) pursuant to which the Optionors have provided the Company with an option to acquire a 100% undivided interest in 36 mineral claims (the “Croxall Property”) held by the Optionors in the Timmins, Ontario area. Pursuant to the terms of this option agreement, the Company has the option to earn a 100% undivided interest in the Croxall Property by making certain cash payments and issuing certain Shares to the Optionors. In addition, upon transfer of a 100% undivided interest in the Croxall Property from the Optionors to the Company, the Optionors shall be entitled to an aggregate 2% net smelter returns royalty on the Croxall Property.

On August 9, 2010, the Company and San Gold entered into a purchase agreement with Canada Lithium Corp. (“CLQ”), to acquire a 100% interest in 18 mineral claims held by CLQ located in Tully Township, Porcupine Mining Division, District of Cochrane, Ontario (the “CLQ Mineral Claims”). The consideration to be paid for the CLQ Mineral Claims by San Gold and the Company consists of $200,000 in cash payable by the Company, 600,000 common shares of the Company and 150,000 common shares of San Gold. The Company and San Gold will each acquire a 50% interest in the CLQ Mineral Properties and the Company will be the operator of the CLQ Mineral Properties. San Gold and the Company have also agreed that the Company will be required to pay the cost of certain additional work on the CLQ Mineral Properties in order to earn its 50% interest in the Mineral Properties.

On September 22, 2010, the Company entered into a purchase agreement with 2205730 Ontario Inc. to acquire 100% interest in 3 mineral claims held by 2205730 Ontario Inc. located in Tully Township, Porcupine Mining Division, District of Cochrane, Ontario. The consideration to be paid for the 2205730 Ontario Inc. 72,000 common shares of SGX Resources Inc. In addition, upon transfer of a 100% undivided interest in the 2205730 Ontario Inc. Property from the Optionors to the Company, the Optionors shall be entitled to an aggregate 1% net smelter returns royalty on the 2205730 Ontario Inc. Property.

A summary of the obligations of the Company pursuant to the all of its option agreements, including the cash payments, Share issuances and work commitments required pursuant to such option agreements is contained in the interim financial statements of the Company for the quarter ended September 30, 2010.

During the quarter ended September 30, 2010, the Company undertook significant exploration work on certain of its properties. All of the properties of the Company are located in and around the Timmins, Ontario area. A summary of the properties of the Company and the exploration activities of the Company on such properties during the quarter is set forth below.

The Big Marsh Property

The Big Marsh Property consists of 10 claims or 90 units in the east central part of Carscallen Township extending from Big Marsh Lake to the eastern boundary of the Carscallen Township, the total area being 1,440 hectares. All of the claims are contiguous, forming a relatively quidimensional block approximately 4.0 kilometres wide. The Big Marsh Property is located approximately 25 km to the west-southwest of the core of Timmins, Ontario.

Claim status
Claim # …Units …Hectares Recording date Due Date
4213854 …5 ……….80 Feb. 7, 2007 Feb. 7, 2011
4213855 …9 ……….144 Feb. 7,2007 Feb. 7,2011
4212529 …12………. 192 Oct.11,2006 Oct.11,2011
4211013 …16 ……….256 June 19,2006 June 19,2011
4213856 …4 ……….64 Feb. 7,2007 Feb. 7,2011
4202663 …16 ……….256 Oct. 10,2007 Oct.10,2011
4210999 …4 ……….64 Oct. 16,2007 Oct. 16,2011
3019638… 6 ……….96 May 7,2007 May 7,2012
4204384…14………. 224 Aug. 11,2006 Aug. 11,2011
4202665 …4 ……….64 Oct. 11,2006 Oct. 11,2013
-------------- -------------- ------------
…....10……. 90 ……1,440
All of the above claims are registered in the names of Larry Noel Gervais, John Derweduwen and 1531925 Ontario Ltd. and are currently under option to the Company.

During the quarter ended September 30, 2010 the Company completed 156 meters of diamond drilling in 1 hole on the Big Marsh Property. The company also undertook geophysical and soil sampling. The total cost of these expenditures was approximately $574,000.

The Gunther Lake Property

The Gunther Lake Property consists of a single claim of 12 units or 192 hectares in the central part of Carscallen Township to the west of Big Marsh Lake. The Gunther Lake Property forms a rectangular block 1.6 kilometres from north to south and 1.2 kilometres from east to west which is detached from the claim block of the Big Marsh Property by 800 metres and touches the eastern edge of Gunther Lake.

Claim status
Claim # …Units…. Hectares Recording date Due Date
4213799 ….12………. 192 Feb. 20,2007 Feb. 20,2014

The above claim is registered in the names of Larry Noel Gervais and John Derweduwen and is currently under option to the Company.

During the quarter ended September 30, 2010 the Company complete 831 meters of diamond drilling in 4 holes on the Gunther Lake Property. The total cost of these expenditures was approximately $134,000.5

The Bristol West Property

The Bristol West Property contains four claims consisting of 25 units (400 hectares) along the western edge of Bristol Township. It is contiguous with the Big Marsh Property to the west but has been given a different name to facilitate reference and description. The Bristol West Property’s dimensions are 3.0 kilometres from north to south and 1.6 kilometres from east to west.

Claim Status
Claim # …..Units…… Hectares Recording date Due Date
4202662 …..9 ……….144 Oct. 10, 2006 Oct. 10, 2012
4212522 …..3 ………..48 Oct. 16, 2006 Oct. 16, 2012
3019640 …..2…….…. 32 May 7, 2007 May 7, 2012
3019639 ….11……… 176 May 7, 2007 May 7, 2012
------------------ ------------------ ------------------
…....4 ………..25 ……….400 Totals

The above claims are registered in the names of Larry Noel Gervais, John Derweduwen and 1571925 Ontario Ltd. and are under option to the Company.

The West Ogden Property

The West Ogden Property consists of two large irregular claims containing 24 units or 384 hectares in the northwest corner of Ogden Township. The aforesaid claims are contiguous forming a rough square approximately 2.5 kilometres across interrupted in the west and center by patented claims which are not part of the West Ogden Property.

The West Ogden Property is located approximately 10 km southwest of Timmins, Ontario.

Claim Status
Claim # ….Units………. Hectares Recording date Due Date
4218023 ….13………… 208 June 15, 2007 June 15, 2014
4218028 ….11 …………176 June 15, 2007 June 15, 2014
------------------ ----------------- -------------
….....2 ……….24 …………384 Totals

The above claims are registered in the name of Odyssey Explorations Ltd. and are under option to the Company.

The Delnor Property

The Delnor Property consists of two claims containing 14 units or 224 hectares in the north central part of Deloro Township. The claims are contiguous forming a rectangular block without the northwest and southeast corners. The dimensions of the Delnor Property are 2.4 kilometres by 1.3 kilometres with the long axis being east-west. The Delnor Property is located approximately 8 kilometres due south of Timmins, Ontario.

Claim Status
Claim # ….Units ……….Hectares Recording date Due Date
04225654…. 4…………….. 64 Oct. 9, 2007 Oct. 9, 2012
4223744 …..10 …………..160 Feb. 28, 2008 Feb. 28, 2012
------------------ ----------------- -------------
…......2 …………14 …………224 Totals

The above claims are registered in the name of Pierre C. Robert and are under option to the Company.

The Lynx Property

The Lynx Property consists of a single claim containing 10 units or 160 Hectares, in the west central part of Deloro Township to the west of McKay Lake. The dimensions of the Lynx Property are 2.4 kilometres from east to west and approximately 800 metres from north to south. The Lynx Property is located approximately 10 kilometres south of Timmins, Ontario.

Claim Status
Claim # …..Units………. Hectares Recording date Due Date
4213578 …..10 ……………160 Mar. 25, 2008 Mar. 25, 2010

The above claim is registered in the name of Pierre C. Robert and is under option to the Company.

During the quarter ended September 30, 2010 the Company completed 1,015 meters of diamond drilling in 7 holes on the Lynx Property. The total cost of these expenditures was approximately $127,000.

The Slade Property

The Slade Property consists of a single claim containing 7 units or 112 hectares in the southeastern quarter of Deloro Township approximately 400 metres from the east boundary of Deloro Township. The claim is irregular in shape and approximately 2.0 km from east to west and an average of 1.0 kilometres from north to south. The Slade Property was acquired by physical staking. The Slade Property is located approximately 10 kilometres to the south-southeast of the core of the city of Timmins, Ontario.

Claim Status
Claim # …..Units ……….Hectares Recording date Due Date
422179 …….7……………… 112 Nov. 1, 2007 Nov. 1, 2011

The above claim is registered in the name of Pierre C. Robert and is under option to the Company.

The Odyssey Property

The Odyssey Property consists of a single claim of six units or 96 hectares in Shaw Township along its western boundary with Deloro Township. It is rectangular in shape with its long axis north-south. Its dimensions are approximately 1.5 kilometres by an average of 600 metres. The Odyssey Property is located approximately 10 km to the southeast of the core of Timmins, Ontario.

Claim Status
Claim # ……Units………. Hectares Recording date Due Date7
4230031 ……6……………… 96 April 2, 2008 April 2, 2015
The above claim is registered in the name of Odyssey Explorations Ltd. and is under option to the
Company.

During the quarter ended September 30, 2010 the Company completed 229 meters of diamond drilling in 3 holes on the Odyssey Property. The total cost of these expenditures was approximately $28,000.

The Newcastle Property

The Newcastle Property consists of nine property patents located in the Timmins, Ontario area described as P.28962, P.28963, P.28964, P.28965, P.28966, P.28967, P.28968, P.28969 and P.28970.

During the quarter ended September 30, 2010 the Company completed 292 meters of diamond drilling in 2 holes on the Newcastle Property. The total cost of these expenditures was approximately $28,000.

The Shoreacres Property

The Shoreacres Property consists of leased claim 114 located in Sothman Township in the Timmins, Ontario area.

During the quarter ended September 30, 2010 the Company completed power stripping and geophysics on the Shoreacres Property. The total cost of these expenditures was approximately $256,000.

The Croxall Property

The Croxall Property consists of 36 claims comprised of 308 units located in Sothman, Semple, Halliday and Nursey Townships in Ontario.

3005884 16 Sothman
3005882 6 Semple
3005885 6 Sothman
3005886 3 Sothman
3005887 11 Sothman
1149934 9 Sothman
1149935 8 Semple
1149936 4 Sothman
1149937 16 Sothman
1149938 10 Sothman
1149939 12 Sothman
1191895 16 Semple
1227898 15 Semple
1247541 9 Sothman
1247542 8 Sothman
1247543 2 Sothman
3016396 8 Sothman
3016397 8 Sothman
30001053 9 Semple 8
4203285 8 Semple
4202189 9 Halliday
4210938 6 Halliday
4212409 6 Nursery
4212411 16 Sothman
4224481 16 Sothman
4224483 16 Sothman
4224484 4 Sothman
4224485 16 Sothman
4224486 13 Sothman
4224487 10 Sothman
4250777 8 Sothman
4224482 2 Sothman
4212410 1 Sothman
3005888 1 Sothman

The Tully Property (Black Pearl)

The Tully Property consists of 23 claims designated as P4243871, P4243872 and P4243873 in the Tully Township.

During the quarter ended September 30, 2010 the Company completed 1,571 meters of diamond drilling in 3 holes on the Tully Property. The Company also undertook geophysical exploration. The total cost of these expenditures was approximately $327,000.

Results of Operations for the Quarter Ended September 30, 2010

It is the intention of the Company to continue the substantial exploration program on certain of its
mineral properties in 2010, as set forth in the technical report with respect to the Properties entitled “Technical Report on the Timmins Area Properties for SGX Resources Inc.” dated January 15, 2010 prepared by John R. Boissoneault, B.Sc, P.Eng. available on SEDAR at www.sedar.com. The Company will also undertake exploration of its other properties not covered by this report. The Company also intends to acquire additional mineral properties in the Timmins, Ontario area.

The Company undertook significant exploration activities during the quarter ended September 30,
2010. As the Company is in the exploration phase and its properties are in the early stage of
exploration, none of its properties are in production. Therefore, mineral exploration expenditures are not capitalized and losses are incurred as a result of exploration expenditures and administrative expenses relating to the operation of the Company’s business. Consequently the Company’s net income is not a meaningful indicator of its performance or potential. The key performance driver for the Company is the acquisition, exploration, and development of prospective mineral properties. By acquiring and exploring projects of superior technical merit, the Company increases the probability of finding and developing economic, mineral deposits.

At this time the Company is not anticipating profit from operations in the near future. Until such time as the Company is able to realize profits from the production and marketing of commodities from its properties, the Company will report a deficit and will rely on its ability to obtain equity or debt financing to fund ongoing operations. Additional financing is required for new exploration and promotional initiatives. Due to the nature of the junior mineral exploration industry, the Company will have a continuous need to secure additional funds through the issuance of equity or debt in order to support its corporate and exploration activities, as well as its obligations relating to its properties.

During the quarter ended September 30, 2010, the Company incurred exploration expenditures of $1,554,277 on its properties. A summary of the exploration activities of the Company is set forth above under “Overall Operations”.
During the quarter ended September 30, 2010, the Company incurred general and administrative expenditures of $172,714. The general and administrative expenses incurred by the Company primarily related to professional fees to accountants and lawyers, fees to the Exchange and general office and administration expenses. The Company had no income from business operations in the quarter ended September 30, 2010 but had interest income of $10,262 from its funds on deposit.

Summary of Quarterly Results

The following is a summary of quarterly financial information for the periods set forth below.
2010
…………………………………………....……..Q1………….. Q2 …………Q3
Net income (loss)……………………..….($281,819)….(1,345,774)….. ($1,206,729)
Basic income (loss) per share …………….$(0.01)…….. $(0.03) ………..$(0.02)
Diluted income (loss) per share .………...$(0.01) ……..$(0.03) ……….$(0.02)

2009
…………………………………......………..Q4 ………Q3………. Q2 …….Q1
Net income (loss) ……………………..$(22,226)…..(3,360) …$NIL….. $NIL
Basic income (loss) per share ………….$(0.00)…. $(0.00).. $(0.00)… $(0.00)
Diluted income (loss) per share ….…...$(0.00) …..$(0.00) ...$(0.00) ..$(0.00)

2008
………………………………….…...........…..Q4 (Dec.5 to Dec. 31)
Net income (loss)……………...…....... $(8,858)
Basic income (loss)per share ….........$(0.00)
Diluted income (loss) per share .........$(0.00)

The loss by the Company in the quarter ended September 30, 2010 is primarily due to the Company incurring its initial exploration expenditures on its properties and general and administrative expenses. Prior to January 1, 2010, the Company did not carry on any significant operations.

The financial data of the Company has been prepared in accordance with Canadian generally accepted accounting principles and is stated in Canadian dollars.

Liquidity And Solvency

The Company is in the exploration stage and therefore has no regular cash inflows. As at September 30, 2010 the Company had working capital of $1,388,567. Therefore, as at September 30, 2010, the Company anticipated that it had sufficient cash to meet its currently planned exploration and development activities and to fund operational activities and general and administrative expenses in the short and medium term. The Company will be dependent upon future financings to meet its long-term plans for development of its properties.

The pace of development of its properties will determine how quickly the Company expends its working capital and how long it will take before the Company requires additional working capital. The ability of the Company to access additional working capital through additional financings could be adversely affected by many factors including a downturn in mineral prices, a general economic downturn, poor results from exploration programs on its properties and a variety of other factors.

Risk Factors

The business of the Company is subject to a number of risks and uncertainties that may impact the business of the Company. A summary of the risk factors that may affect the Company is set forth below.

Competition for Mineral Deposits

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. The Company competes with a number of other entities and individuals in the exploration of, search for and the acquisition of attractive mineral properties. As a result of this competition, much of which is with entities with greater financial resources than the Company, the Company may not be able to obtain funding for its exploration projects, obtain and maintain the necessary resources to carry out such exploration or acquire attractive properties in the future on terms it considers acceptable. The Company competes with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investment and other capital.

Resource Exploration and Development Involves a High Degree Of Risk

Resource exploration and development is a speculative business and involves a high degree of risk. There is no known body of commercial ore on any of the properties of the Company. There is no certainty that any expenditure made by the Company in the exploration of any of its properties or otherwise will result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company.

Lag Time Between Discovery and Production of Mineral Resources

The Company is unable to predict the amount of time which may elapse between the date when any new mineral resource may be discovered and the date when production, if any, will commence from any such discovery.

Infrastructure Requirements

Exploration and development of mineral properties depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Title To The Company’s Properties or Interests May Be Disputed

Title to and the area of resource concessions may be disputed. There is no guarantee of title to any of the Company’s properties. The properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.

Surface Access Rights

The Company does not have surface access rights to the all of its mineral properties and will be
required to obtain all necessary permits prior to carrying out any exploration activities on certain of its properties. Accordingly, the Company may be unable to access certain of its properties and related mineral exploration claims to carry out its proposed exploration activities.

Aboriginal Land Claims and Aboriginal Rights

The mineral properties of the Company may in the future be the subject of aboriginal peoples’ land claims or aboriginal rights claims. The legal basis of an aboriginal land claim and aboriginal rights is a matter of considerable legal complexity and the impact of the assertion of such a claim, or the possible effect of a settlement of such claim upon the Company cannot be predicted with any degree of certainty at this time.

Additional Funds for Future Exploration and Development, Dilution

As a mineral exploration company, the Company does not generate cash flow from its activities and it must rely primarily on issuances of its securities or the borrowing of funds to finance its operations. The exploration and development of its properties will require substantial funds beyond those it has and there is no assurance that such additional funds will be available to the Company on commercially reasonable terms or in sufficient amounts to allow the Company to continue to pursue its objectives. The inability of the Company to raise further funds, whether through additional equity issuances or by other means, could result in delays or the indefinite postponement of planned exploration and/or development activities or, in certain circumstances, the loss of some or all of its property interests or cessation of all mineral exploration and/or development activities.

Risks Associated With The Company’s Activities May Not Be Insurable

The Company’s business is subject to a number of risks and hazards and no assurance can be given that insurance will cover the risks to which the Company’s activities will be subject or will be available at all or at commercially reasonable premiums.

The Company Has No History Of Operations, Earnings Or Dividends

The Company was incorporated on December 5, 2008 and has no history of earnings or of a return on investment, and there is no assurance that it will generate earnings, operate profitably or provide a return on investment in the future. The Company has no plans to pay dividends.

Statutory And Regulatory Compliance is Complex and May Result In Delay Or Curtailment of The Company’s Operations

The current and future operations of the Company and any parties which may carry out exploration, development and mining activities on properties in which the Company holds an interest will be governed by laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company will apply for all necessary permits for the exploration work it intends to conduct, however such permits are, as a practical matter, subject to the discretion of government authorities and there can be no assurance that the Company will be successful in obtaining or maintaining such permits.

The Company Depends on Key Management and Employees

Recruiting and retaining qualified personnel is critical to the Company’s success. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, the Company will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that the Company will be successful in attracting, training and retaining qualified personnel.

Shortages of Supplies

The Company may be adversely affected by shortages of critical supplies or equipment required to operate the business of the Company. Any shortage of critical supplies or equipment will affect the timeliness of the development of the Company and its business.

Estimates of Mineral Resources

There are numerous uncertainties inherent in estimating ore reserves and mineral resources. The accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Fluctuations in precious or base metal prices, results of drilling, or metallurgical testing, subsequent to the date of any estimate may require revision of such estimate. In addition, there can be no assurance that precious or base metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Environmental Factors

All phases of the Company's operations are subject to environmental regulation in the jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non- compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. The Company’s operations are subject to environmental regulations promulgated by various government agencies from time to time. Violation of existing or future environmental rules may result in various fines and penalties.

Conflicts of Interest

Certain directors and officers of the Company are also directors, officers or shareholders of other
companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. In particular, many of the directors and officers of the Company are also directors and/or officers of San Gold. Such associations may give rise to conflicts of interest from time to time, including with respect to the obligations of the Company and San Gold pursuant to the Option Purchase Agreement. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company.

Capital Resources

As at September 30, 2010, the Company had the following commitments for capital expenditures:
Capital Expenditure ………………………………………...........…... Amount $ ………….Time Frame
To pay for the planned Phase 2 exploration program …..$2,833,000 ….Twelve months
To make the cash payments re: its option agreements….. $843,000 ……...4 years
To pay San Gold for the shares of San Gold to be
issued pursuant to its option agreements…………...………….$719,400 ………..4 years
TOTAL: …………………….........................………………………$4,395,400

Note:

(1) Based on a price per share of San Gold of $3.27 as at September 30, 2010. This assumes that the Company will not elect to issue Shares to San Gold as consideration for the issuance of shares of San Gold pursuant to its option agreements.

As at September 30, 2010, the Company had sufficient funds to meet its commitments for capital expenditures set forth above as well as its estimated general and administrative expenses.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

Transactions With Related Parties.

During the quarter ended September 30, 2010, the Company did not enter into any transactions with related parties.

Proposed Transactions

The Company does not currently have any specific proposed asset or business acquisition or disposition other than those disclosed as subsequent events. The Company intends to acquire additional mineral properties, particularly in the Timmins, Ontario area in addition to those already acquired by the Company.

Changes In Accounting Policies Including Initial Adoption

Exploration expenditures relate to activities that are directed towards less than proven and probable ore reserves and are expensed as incurred. The costs to acquire mining claims are capitalized. The capitalized costs are tested for recoverability if events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is considered not recoverable on this basis, the Company will write down the carrying value.

Deferred charges represent the costs related to Company filing a prospectus enabling it to become a reporting issuer pursuant to applicable securities legislation. These costs are not amortized and will be allocated at the time of successful completion of the prospectus.

Future Changes to significant Accounting Policies

The CICA Accounting Standards Board has adopted a strategic plan for the direction of accounting in Canada. As part of that plan, accounting standards for public companies will be required to converge with International Financial Reporting Standards for fiscal years beginning on or after January 1, 2011 with comparative figures presented on the same basis.

The Company is currently in the process of evaluating the potential impact of IFRS to its consolidated financial statements. This will be an ongoing process as the International Accounting Standards Board and the AcSB issue new standards and recommendations. The Company’s consolidated financial performance and financial position as disclosed in Company’s current GAAP financial statements may be significantly different when presented in accordance with IFRS.

Financial Instruments

Financial instruments of the Company consist mainly of cash, share subscriptions receivable, shortterm investments, other accounts receivable, and accounts payable. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximate their carrying values.

Additional Disclosure for Venture Issuers Without Significant Revenue

As the Company has had no significant revenue from operations since inception (December 5, 2008), the following is a breakdown of the material costs incurred by the Company:

……………………………………………................……Quarter Ended ………….. Quarter Ended
………………………………………………................…Sept. 30, 2010 ……………Sept. 30, 2009
Exploration and Development Costs………… $ 1,554,277 …………………….Nil
Deferred Development Costs ………….......…………………Nil ……………………..Nil
General and Administrative Expenses …………$ 172,714 ……………. $3,360
Mining claims capitalized……………………......……$ 673,890 ……………….. Nil

Disclosure of Outstanding Share Data
………………………………………………………………….. Sept. 30, 2010
Authorized: Unlimited number of Shares
Issued: …………………………………. 52,691,622 Shares $ 9,485,646

The Company has a total of 26,582,160 Warrants issued and outstanding.

20,495,923 Shares and 1,745,923 Warrants are held in escrow pursuant to the requirements of the Exchange to be released as to 25% thereof on the date that is six months from the date of the listing for trading of the Shares on the Exchange, which was April 28, 2010 (the “Listing Date”), 25% on the date that is 12 months following the Listing Date and the remaining Shares and Warrants on the date that is 18 months from the Listing Date. 6,831,974 Shares and 581,974 Warrants, being 25% of the original number of escrowed Shares and Warrants, were released from escrow on the Listing Date.

On June 3, 2010, the Company issued a total of 3,500,000 incentive stock options. Each option entitles the holder thereof to purchase one Share at a price of $0.25 per Share until June 3, 2015.

On August 26, 2010, the Company issued a total of 250,000 incentive stock options. Each option entitles the holder thereof to purchase one Share at a price of $ 0.30 per Share until August 26, 2015

Other Requirements

Additional information relating to the Company is available on SEDAR at www.sedar.com or by
contacting the Company as follows:
SGX Resources Inc.
646 Erin Street
Winnipeg, Manitoba
R3G 2V9
Attention: Hugh Wynne, Chief Executive Officer
Fax No.: (204) 774-679