UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM 20-F
______________________

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or

[X]

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2012
or

For the fiscal year endedJanuary 31, 2009

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________________ to ___________________

or

[ ]

oSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report______________

Date of event requiring this shell company report ______________

Commission File Number 0-15688


CORAL GOLD RESOURCES LTD.
(Exact name of Registrant as specified in its charter)


Not Applicable
(Translation of Registrant’s name into English)

British Columbia, Canada
(Jurisdiction of Incorporationincorporation or Organization)

455organization)


570 Granville Street, Suite 400900, Vancouver, British Columbia V6C 1T1,3P1, Canada
(Address of principal executive offices)


David Wolfin, 455Tel: 604 682-3701, Email: dwolfin@coralgold.com
570 Granville Street, Suite 400900, Vancouver, British Columbia V6C 1T1,3P1, Canada
Tel:604-682-3701, Email:
dwolfin@oniva.ca
(Name, telephone number, e-mailTelephone, E-mail and/or facsimileFacsimile number and addressAddress of Company contact person)

Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE


Not ApplicableNot Applicable
Title of Each ClassName of Each Exchange on Which Registered

Securities registered or to be registered pursuant to Section 12(g) of the Act:


Common Shares, without Par Value
(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

The


Not Applicable
(Title of Class)

Indicate the number of outstanding Common Sharesshares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
There were 33,563,649 common shares, without par value, issued and outstanding as of January 31, 2009, was 24,989,771.

2012.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ]
o Yes  [X]x No


If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. [ ]
o Yes  [X]x No



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X]
x Yes  [ ]o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]
o Yes  [ ]o No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated File [ ] Accelerated Filer [ ] Non-Accelerated Filer [X ]

Large Accelerated FileoAccelerated FileroNon-Accelerated Filerx
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP [ ]

International Financial Reporting Standards as issued by the International Accounting Standards Board [ ]

Other [X]

U.S. GAAPoInternational Financial Reporting Standards as issued by the International Accounting Standards BoardxOthero

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [X]o Item 18 [ ]

o


If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]o  No [X]

x


(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

YEARS)


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

NOT APPLICABLE

 Yes o  No o



TABLE OF CONTENTS

Item Page
   
INTRODUCTION2
CURRENCYINTRODUCTION 2
FORWARD-LOOKING STATEMENTSCURRENCY2
FORWARD-LOOKING STATEMENTS2
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE
OF MEASURE AND INDICATED MINERAL RESOURCES23
EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION4
GLOSSARY OF TECHNICAL TERMS35
PART I 56
Item 1.Identity of Directors, Senior Management and Advisors56
Item 2.Offer Statistics and Expected Timetable56
Item 3.Key Information56
Item 4.Information on the Company1014
Item 5.Operating and Financial Review and Prospects3036
Item 6.Directors, Senior Management and Employees3439
Item 7.Major Shareholders and Related Party Transactions4248
Item 8.Financial Information4450
Item 9.The Offering and Listing4451
Item 10.Additional Information4552
Item 11.Quantitative and Qualitative Disclosures About Market Risk5158
Item 12.Description of Securities Other than Equity Securities5158
PART II 5259
Item 13.Defaults, Dividend Arrearages and Delinquencies5259
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds5259
Item 15T.15.Controls and Procedures5259
Item 16.[Reserved]60
Item 16A.Audit Committee Financial Expert5360
Item 16B.Code of Ethics5360
Item 16C.Principal Accountant Fees and Services5360
Item 16D.Exemptions from the Listing Standards for Audit Committees5462
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers5462
PART IIIItem 16F.Changes in Registrants Certifying Accountant 5462
Item 17.16G.Financial StatementsCorporate Governance5462
Item 18.16H.Financial StatementsMine Safety Disclosure5462
PART III
63
Item 17.Financial Statements63
Item 18.Financial Statements63
Item 19.
Exhibits5563

1

INTRODUCTION

     Coral Gold Resources Ltd.,


In this Annual Report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the “Company”, was“we”, “our” or “us” refers to Coral Gold Resources Ltd.

We were organized under theCompany Actof the Province of British Columbia, Canada on January 22, 1981 under the name of CarolCoral Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987.  On September 14, 2004, the Companywe changed itsour name to Coral Gold Resources Ltd. in conjunction with a 10 to 1 share consolidation.consolidation and transitioned to the British Columbia Business Corporations Act on July 15, 2004.  The principal executive office of the Company is located at 455570 Granville Street, Suite 400,900, Vancouver, British Columbia, V6C 1T1,3P1, and its telephone number is 604-682-3701.

     In this annual report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the “Company”, “we” or “us” refers to Coral Gold Resources Ltd.


You should rely only on the information contained in this Annual Report.  We have not authorized anyone to provide you with information that is different.  The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

CURRENCY


Unless otherwise indicated in this Annual Report, all references to “Canadian Dollars”, “CDN$”, “dollars” or “$” are to the lawful currency of Canada and all references to “U.S. Dollars”, or “US$” are to the lawful currency of the United States.

FORWARD-LOOKING STATEMENTS

     The following discussion contains


Certain statements in this Annual Report, including those appearing under Item 5, constitute “forward-looking statements”, including, without limitation, those concerning the economic outlook for the mining industry, expectations regarding mineral prices, production, cash costs and other operating results, growth prospects and outlook of the Company’s operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of the Company’s exploration and production projects, the Company’s liquidity and capital resources and capital expenditure, the outcome and consequences of any potential or pending litigation or regulatory proceedings, and the Company’s plan to conduct drilling operations. Additionally, forward-looking statements within the meaning of the United States Private Securities Legislation Reform Act of 1995 concerning the Company’s plans for its mineral properties which may affectbe made orally or in press releases, conferences, reports, on our website or otherwise, in the future, operating results and financial position.by us or on our behalf.  Such statements are generally identifiable by the terminology used such as “plans”, “expects”, “estimates”, “budgets”, “intends”, “anticipates”, “believes”, “projects”, “indicates”, “targets”, “objective”, “could”, “may”, or other similar words.

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that couldmay cause our actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements.  Such factors include, among others: market prices for metals; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which we carry on business, especially economic slowdown; actions by governmental authorities including increases in taxes, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts; and the other factors discussed in Item 3 Key Information – “Risk Factors”, and in other documents that we file with the SEC.  The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available.  In that regard, any statements as to future production levels; capital expenditures; the allocation of capital expenditures to exploration and development activities; sources of funding of our capital program; drilling; expenditures and allowances relating to environmental matters; dates by which certain areas will be developed or will come on-stream; expected finding and development costs; future production rates; ultimate recoverability of reserves; dates by which transactions are expected to close; cash flows; uses of cash flows; collectability of receivables; availability of trade credit; expected operating costs; expenditures and allowances relating to environmental matters; debt levels; and changes in any of the foregoing are forward-looking statements, and there can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.
2


Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial position tocondition.

Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated.  Actual results could differ materially from those anticipated in the forward-looking statements. These factors include, butstatements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated.  The foregoing statements are not limitedexclusive and further information concerning the Company, including factors that could materially affect its financial results, may emerge from time to the factors set forth in the sections entitled “Risk Factors” in Item 3.D., and “Operating and Financial Review and Prospects” in Item 5. Statements concerning reserves and resources may also be deemedtime.  The Company does not intend to constituteupdate forward-looking statements to the extent thatreflect actual results or changes in factors or assumptions affecting such statements reflect the conclusion that deposits may be economically exploitable. Any statements that express or involve discussions with respect to predictions, expectations, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “does not expect”, “is expected”, “anticipates”, “does not anticipate”, “plans”, “estimates”, or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”.

forward-looking statements.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATE OF MEASURE AND INDICATED MINERAL RESOURCES

     We advise

In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”) applicable to registration statements and reports filed by United States investors that although the terms “measured resources” and “indicated resources” are recognized and required by Canadian regulations,companies pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, information contained in this annual report concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. In particular, this annual report on Form 20-F includes the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. Investors are advised that these terms are defined in and required to be disclosed under Canadian rules by National Instrument 43-101 (“NI 43-101”). U.S. Investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves. However, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the SEC by U.S. domestic issuers. In addition, NI 43-101 permits disclosure of “contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.
The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the Exchange Commission, referredAct), as interpreted by the staff of the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the “SEC”, does not recognize them. SEC standards.
United States investors are cautioned not to assume that any part or all of the mineral deposits identified as an “indicated mineral resource,” “measured mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of the Company’san inferred mineral resources in these categoriesresource will ever be converted intoupgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral reserves.

resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

3

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION
The annual audited consolidated financial statements contained in this annual report on Form 20-F are reported in Canadian dollars. For all periods up to and including the year ended January 31, 2012, we prepared our consolidated financial statements in accordance with International Financial Reporting Standards (‘‘IFRS’’). The annual audited consolidated financial statements for the year ended January 31, 2012 are our first annual consolidated financial statements that have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (‘‘IASB’’) and IFRS 1, First Time Adoption of International Financial Reporting Standards. See International Financial Reporting Standards — Transition from Canadian GAAP to IFRS in our ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ included in this annual report on Form 20-F under ‘‘Item 5 — Operating and Financial Review and Prospects.’’
We have prepared the annual audited consolidated financial statements that comply with IFRS as described in the accounting policies in Note 2

of our annual audited consolidated financial statements. In preparing the annual audited consolidated financial statements, our opening statement of financial position was prepared at February 1, 2010, our date of transition to IFRS. Note 18 of our annual audited consolidated financial statements explains the principal adjustments we made in restating our Canadian GAAP statements of financial position as at February 1, 2010 and January 31, 2011 and our previously published Canadian GAAP consolidated statements of operations and comprehensive loss for the year ended January 31, 2011.

4

GLOSSARY OF TECHNICAL TERMS

anomalous

A value, or values, in which the amplitude is statistically between that of a low contrast anomaly and a high contrast anomaly in a given data set.

assay

assay

An analysis to determine the presence, absence or quantity of one or more components.

elements.
au

au

The elemental symbol for gold.

carlin type

Carlin–type gold deposits are sediment-hosted disseminated gold deposits. These deposits are characterized by invisible (typically microscopic and/or dissolved) gold in pyrite and arsenopyrite. The deposit is named after the Carlin mine, the first large deposit of this type discovered in the Carlin Trend, Nevada.
brecciachert

A rock in which angular fragments are surrounded by a mass of finer-grained material.

chalcopyrite

Copper sulphide mineral.

chert

A rock resembling flint and consisting essentially of crypto-crystalline quartz or fibrous chalcedony.

CIM Standards

Canadian Institute of Mining
cretaceouscryptocrystalline

Theis a rock texture made up of such minute crystals that its crystalline nature is only vaguely revealed even microscopically in thin section by transmitted polarized light.

crystallineconsisting of or containing crystals.
devonianis a geologic period extendingand system of the Paleozoic Era spanning from 135 million to 65 millionthe end of the Silurian Period, about 416.0 ± 2.8 Million years ago.

diamond drill

Diamond drill

A rotary type of rock drill that cutsuses diamonds to cut a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.

eocene

is the second of five era’s in the Tertiary Period and lasted from about 55.8 to 33.9 million years ago.
epidotefault

Calcium, aluminum, iron silicate mineral commonly occurring in hydrothermally altered

carbonate-bearing rocks.

fault

A fracture in a rock where there has been displacement of the two sides.

grade

grade

The concentration of each ore metal in a rock sample, usually given as weight percent.  Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t).  The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.

GSR

GSR

Payment of a percentage of gross mining profits commonly known as gross smelter return royalty.

heap leaching

A process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.

HQ diameter

is a diamond drill bit size with an outside diameter of 88.9 mm and an internal diameter of 77.8 mm.
hydrothermal

Hot fluids, usually mainly water, in the earth’s crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration.

intrusive

intrusive

A rock mass formed below the earth’s surface from magma which has intruded into a pre- existingpre-existing rock mass.

IRR

Internal Rate of Return
lode claim

A mining claim on an area containing a known vein or lode.

microcrystalline

material is a crystallized substance or rock that contains small crystals visible only through microscopic examination.
mineral reserve

The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into “probable” and “proven” mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term “mineral reserve” does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

mineral resource

The estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood.

3



Mineral resources are sub-divided in order of increasing geological confidence into “inferred”, “indicated”, and “measured” categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.

mineralization

mineralization

Usually implies minerals of value occurring in rocks.

net smelter or NSRRoyalty

Payment of a percentage of net mining profits after deducting applicable smelter charges.

NPV

Net Present Value
oxideordovician

A compoundis a geologic period and system, the second of oxygensix of the Paleozoic Era, and some other element.

covers the time between 488.3±1.7 to 443.7±1.5 million years ago.
ore

ore

A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

oxide

A compound of oxygen and some other element.
paleozoicis the earliest of three geologic eras of the Phanerozoic Eon, spanning from roughly 542 to 251 million years ago.
phanerozoic eonis the current geologic eon in the geologic timescale. It covers roughly 542 million years.
placer claim

A mining claim located upon gravel or ground whose mineral contents are extracted by the use of water, by sluicing, hydraulicking, etc.

porphyry

porphyry

Rock type with mixed crystal sizes, i.e. containing larger crystals of one or more minerals.

quartz

pyrrhotite

A bronze coloured mineral of metallic lustre that consists of ferrous sulphide and is attracted by a magnet.

pyrite

Iron sulphide mineral.

quartz

Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.

RQD

Rock Quality Designation - a technique that is used in geotechnical engineering principles in which that determines the quality of rock that was recovered when taking a core sample. It means rock quality designation and representative cross sections of the core sample must reach, or exceed 90- 100 mm in length for it to be considered excellent in quality.
silificationSG

A process of fossilization whereby the original organic components of an organism are replaced by silica, as quartz, chalcedony, or opal.

Specific gravity
silurian

is a geologic period and system that extends from the end of the Ordovician Period, about 443.7 ± 1.5 million years ago (mya), to the beginning of the Devonian Period, about 416.0 ± 2.8 million years ago.
sulfidationslaven chert

In conditioning a flotation pulp, additionA thin-bedded brown to gray-green chert with interbeds of soluble alkaline sulfides in aqueous solution to produce a sulfide-metal layer on an oxidized ore surface.

black argillite, siltstone, and bedded barite.
tertiary

a widely used term for the geologic period from 65 million to 2.6 million years ago.
ton

Imperial measurement of weight equivalent to 2,000 pounds.

tonne

tonne

Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).

trench

trench

A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.

veins

veins

The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

wenban limestoneDevonian limestones best exposed on the western flank of Wenban Peak south of the town of Cortez, Nevada.

4


5

PART I

Item 1.   Identity of Directors, Senior Management and Advisors

Advisers

Not applicable.

Item 2.   Offer Statistics and Expected Timetable

Not applicable.

Item 3.   Key Information


A.           Selected Financial Data


The selected historical consolidated financial information presentedset forth below has been derived from our annual audited consolidated financial statements for each of the years in the table belowfive-year period ended January 31, 2012.
For the years ended January 31, 2012 and 2011, we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB. Our January 31, 2011 consolidated financial statements were initially prepared in accordance with Canadian GAAP, consistent with the prior years and the periods ended January 31, 2010, 2009 and 2008. We have adjusted our consolidated financial information at and for eachthe year ended January 31, 2009, 2008, 2007, 2006,2011, in accordance with IFRS 1, and 2005, is derivedtherefore the financial information set forth in this annual report on Form 20-F for the year ended January 31, 2011 may differ from information previously published. We adopted IFRS with a transition date of February 1, 2010. For details regarding the adjustments made with respect to the comparative data refer to Note 18 to our annual audited consolidated financial statements of the Company. The audited consolidated financial statements and notes for each year in the three year period ended January 31, 2009, 2008, and 2007 are includedcontained in this Annual Report. annual report on Form 20-F.
The selected historical financial information for each year ended January 31, 2006 and 2005, presented in the table below are derived from financial statements of the Company that are not included in this Annual Report. The selectedconsolidated financial information presented below is condensed and may not contain all of the information that you should consider. This selected financial data should be read in conjunction with the Company’sour annual audited consolidated financial statements, and the notes thereto (Item 17) and the section entitled ‘‘Item 5 — Operating and Financial Review and Prospects (Item 5) included elsewhereProspects.’’
In accordance with IFRS
The tables below set forth selected consolidated financial data under IFRS for the years ended January 31, 2012 and 2011. The information has been derived from our annual audited consolidated financial statements set forth in this Annual Report.

‘‘Item 17 — Financial Statements.’’


  Year Ended January 31, 
  
2012
  
2011
 
Operations      
Revenue $-  $- 
Expense        
General and Administrative  772,587   1,276,817 
Net Income (loss)  (773,813)  (1,559,781)
Net Earnings (loss) Per Share  (0.02)  (0.05)
         
Weighted Average Number of Shares Outstanding  33,483,650   31,294,001 

6

  As at January 31, 
Balance Sheet 
2012
  
2011
  
2010
 
Working Capital $1,166,663  $2,577,722  $630,567 
Total Assets  20,756,599   21,380,222   17,360,378 
Liabilities  2,719,920   2,740,928   2,241,200 
Shareholders’ Equity  18,036,679   18,639,294   15,119,178 
In accordance with Canadian GAAP
The tables below for the year ended January 31, 2010, 2009 and 2008 contain selected financial data has been prepared in accordance with Canadian generally accepted accounting principles,GAAP, which we refer to as “Canadian GAAP”. Thehave been derived from our previously published audited consolidated financial statements included in Item 17 in this Annual Report are also prepared under Canadian GAAP. Included within these consolidated financial statements in Note 18 is a reconciliation between Canadian GAAP and United States generally accepted accounting principals, referred to as “US GAAP”, which differ, among other things, in respect tofor the recording of the investments in marketable securities, deferred exploration expenditures, recognition of compensation expense upon the issuance of stock options and recognition of future income tax liabilities.

Canadian GAAP Year ended January 31, 
  2009  2008  2007  2006  2005 
Operations               
Revenue$ - $ - $ - $ - $- 
Expense               
     General and Administrative 2,516,862  1,359,172  1,983,965  2,301,983  866,085 
Net Loss (3,746,165) (1,319,185) (2,528,614) (2,263,288) (983,665)
Net Loss Per Share (0.15) (0.06) (0.13) (0.16) (0.07)
                
Weighted Average Number of               
       Shares Issued 24,979,312  23,570,728  19,857,210  14,369,643  13,889,676 
periods ended on such dates.

  As at January 31, 
Balance Sheet 2009  2008  2007  2006  2005 
Working Capital 959,419  3,322,447  2,196,772  36,519  1,400,605 
Total Assets 17,633,626  18,185,688  14,892,422  11,385,912  10,737,683 
Liabilities 5,378,755  3,925,356  3,991,576  3,711,170  2,761,897 
Shareholders’ Equity 12,254,871  14,260,332  10,900,846  7,674,742  7,975,786 

5

Canadian Year Ended January 31, 
  
2010
  
2009
  
2008
 
Operations         
Revenue $-  $-  $- 
Expense            
General and Administrative  1,613,713   2,516,862   1,359,172 
Net Income (loss)  1,711,611   (3,746,165)  (1,319,185)
Net Earnings (loss) Per Share  0.07   (0.15)  (0.06)
             
Weighted Average Number of Shares Outstanding  25,093,778   24,979,312   23,570,728 

  As at January 31, 
Balance Sheet 
2010
  
2009
  
2008
 
Working Capital $648,921  $959,419  $3,322,447 
Total Assets  17,791,566   17,633,626   18,185,688 
Liabilities  2,022,447   5,378,755   3,925,356 
Shareholders’ Equity  15,769,119   12,254,871   14,260,332 
             
7

US GAAP Year Ended January 31, 
  
2010
  
2009
  
2008
 
Operations         
Revenue $-  $-  $- 
Income (loss) for year under Canadian GAAP  1,711,611   (3,746,165)  (1,319,185)
Adjustments:            
Deferred exploration expenditures  (324,301)  (1,683,613)  (2,006,961)
Future income taxes  (2,774,334)  533,297   620,710 
Foreign exchange gain (loss)  (465,402)  866,933   (553,133)
Net loss for the year under US GAAP  (1,852,426)  (4,029,548)  (3,258,569)
Unrealized gain (loss) on investment securities  465,643   (88,479)  (19,352)
Comprehensive loss for the year per US GAAP  (1,386,783)  (4,118,027)  (3,277,921)
Loss per share under US GAAP  (0.06)  (0.16)  (0.14)

US GAAP Year Ended January 31, 
  2009  2008  2007  2006  2005 
Operations               
Revenue$ - $ - $ - $ - $ - 
Loss for year under Canadian GAAP (3,746,165) (1,319,185) (2,528,614) (2,263,288) (983,665)
Adjustments:               
   Deferred exploration expenditures (1,683,613) (2,006,961) (1,646,060) (584,880) (897,908)
   Future income taxes 533,297  620,710  479,270  187,865  262,275 
   Foreign exchange gain 866,933  (553,133) 89,877  (214,051) (157,429)
   Writedown of deferred exploration               
         expenditures -  -  -  -  - 
Net loss for the year under US GAAP (4,029,548) (3,258,569) (3,605,527) (2,874,354) (1,776,727)
Unrealized gain (loss) on investment               
   securities (88,479) (19,352) 76,693  (14,581) 5,771 
Comprehensive loss for the year per US               
   GAAP (4,118,027) (3,277,921) (3,528,834) (2,888,935) (1,770,956)
Loss per share under US GAAP (0.16) (0.14) (0.18) (0.20) (0.13)
                
  As at January 31, 
Balance Sheet 2009  2008  2007  2006  2005 
Total assets under Canadian GAAP 17,633,626  18,185,688  14,892,442  11,385,912  10,737,683 
Adjustments (14,393,768) (12,710,156) (10,635,312) (9,065,945) (8,466,484)
Total assets under US GAAP 3,239,858  5,475,532  4,257,110  2,319,967  2,271,199 
                
Total equity under Canadian GAAP 12,254,871  14,260,332  10,900,846  7,674,742  7,975,786 
Adjustments (9,783,392) (9,500,010) (7,492,743) (6,492,523) (5,866,876)
Total equity under US GAAP 2,471,479  4,760,322  3,408,103  1,182,219  2,108,910 

  As at January 31, 
Balance Sheet 
2010
  
2009
  
2008
 
Total assets under Canadian GAAP $17,791,566  $17,633,626  $18,185,688 
Adjustments  (14,718,069)  (14,393,768)  (12,710,156)
Total assets under US GAAP  3,073,497   3,239,858   5,475,532 
             
Total shareholders’ equity under Canadian GAAP  15,769,119   12,254,871   14,260,332 
Adjustments  (13,337,109)  (9,773,072)  (9,489,690)
Total shareholders’ equity under US GAAP  2,432,010   2,481,799   4,770,642 
8


Exchange Rates


The following table sets forth information as to the period end, average, the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian dollar = US$1).

Year Ended    
January 31,AveragePeriod EndHighLow
20051.29601.23801.39681.1774
20061.20601.14391.27041.1439
20071.13581.17921.18241.0990
20081.06031.00221.18530.9170
20091.08491.23641.29690.9719

Year Ended January 31,
 
Average
  
Period End
  
High
  
Low
 
2008  1.0603   1.0022   1.1853   0.9170 
2009  1.0849   1.2364   1.2969   0.9719 
2010  1.1272   1.0650   1.3000   1.0251 
2011  1.0260   1.0022   1.0778   0.9862 
2012  0.9970   1.0052   1.0604   0.9449 

The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate.  As of August 10, 2009,June 14, 2012, the exchange rate was CDN$1.08481.0270 for each US$1.

MonthHighLow
February 20091.28901.2192
March 20091.30001.2245
April 20091.26431.1940
May 20091.18721.0872
June 20091.16251.0827
July 20091.16551.0790

6


B. Capitalization and Indebtedness

Month
 
High
  
Low
 
January 2012  0.9986   1.0272 
February 2012  1.0016   0.9986 
March 2012  1.0015   0.9849 
April 2012  1.0039   0.9807 
May 2012  1.0349   0.9839 
June 2012  1.0443   1.0210 

B.Capitalization and Indebtedness

Not Applicable.


C.           Reasons for the Offer and Use of Proceeds


Not Applicable.

9


D.           Risk Factors


In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks and uncertainties.  The Company’s actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.


We will be required to raise additional capital to mine our properties.The Company is currently in the exploration stage of its properties.  If the Company determines based on its most recent information that it is feasible to begin operations on its properties, the Company will be required to raise additional capital in order to develop and bring the properties into production.  The Company’s ability to raise funds will depend on several factors, including, but not limited to, current economic conditions, its properties, its prospects, metal prices, businesses competing for financing and its financial condition. There can be no assurance that theThe Company willmay not be able to raise funds, or to raise funds on commercially reasonable terms.

If the Company is unable to raise additional funds, it may not be able to develop its properties or any of its business plans as described in this Annual Report.


The commercial quantities of ore cannot be accurately predicted.Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.


The mining industry is highly speculative and involves substantial risks. The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.  The combination of such factors may result in the Company not receiving an adequate return on investment capital.


The Company’s properties are all at the exploration stage and have no proven reserves. All of the Company’s properties are in the exploration stage only and are without a known body of ore. If the Company does not discover a body of ore in its properties, the Company will search for other properties where it can continue similar work.


The Company’s mineral exploration efforts may be unsuccessful. Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Company’s properties.  In addition, the Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company’s properties. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production.  Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved.  The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.

7

10


Competition for mineral land.  There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where the Company contemplates expanding its operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies.  Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties.


Uncertainty of exploration and development programs. The Company’s profitabilityresults of operations is significantly affected by the costs and results of its exploration and development programs. As mines have limited lives based on proven and probable mineral reserves, the Company actively seeks to expand its mineral reserves, primarily through exploration, development and strategic acquisitions. Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful.  Among the many uncertainties inherent in any gold and silver exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of production may change. Accordingly, the Company’s exploration and development programs may not result in any new economically viable mining operations or yield new mineral reserves to expand current mineral reserves.


Licenses and permits.  The operations of the Company require licenses and permits from various governmental authorities.  The Company believes that it holds all necessary licenses and permits required under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.


Litigation.Although the Company is not currently subject to litigation, it may become involved in disputes with other parties in the future which may result in litigation.  Any litigation could be costly and time consuming and could divert the Company’s management from the Company’s business operations.  In addition, if the Company is unable to resolve any litigation favorably, it may have a material adverse impact on the Company’s financial performance, cash flow and results of operations.


Acquisitions.  The Company undertakes evaluations of opportunities to acquire additional mining properties.  Any resultant acquisitions may be significant in size, may change the scale of the Company’s business, and may expose the Company to new geographic, political, operating, financial and geological risks.  The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully.  Any acquisitions would be accompanied by risks, such as a significant decline in the price of gold or silver, the ore body proving to be below expectations, the difficulty of assimilating the operations and personnel of any acquired companies, the potential disruption of the Company’s ongoing business, the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties.  In addition, the Company may need additional capital to finance an acquisition.  Historically, the Company has raised funds through equity financing and the exercise of options and warrants.  However, the market prices for natural resources are highly speculative and volatile.  Accordingly, instability in prices may affect interest in resource properties and the development of and production from such properties that may adversely affect the Company’s ability to raise capital to acquire and explore resource properties. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

8

11


Conflict of interest.Certain directors and officers of the Company are officers and/or directors of, or are associated with, other natural resource companies that acquire interests in mineral properties.  Such associations may give rise to conflicts of interest from time to time.  The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.


Uncertainty of continuing as a going concern.The continuation of the Company and the recoverability of mineral property costs depends upon its ability to discover economically recoverable mineral reserves, attain profitable operations and generate cash flow from operations and/or to raise equity capital through the sale of its securities.  The Company’s consolidated financial statements do not include the adjustments that would be necessary if the Company were unable to continue as a going concern.


Limited and volatile trading volume.Although the Company’s common shares are listed on the TSX Venture Exchange referred to as the(the “TSX-V” and), the Frankfurt Stock Exchange (the “FSE”), and the Berlin-Bremen Stock Exchange referred to as the “FSE”, and quoted in the United States on the Over the Counter Bulletin Board referred to as the(the “OTCBB”), the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in the Company’s common shares and making it difficult for investors to readily sell their shares in the open market.  Without a liquid market for the Company’s common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices.


Volatility of share price.In recent years, securities markets in Canada have experienced a high level of price volatility.  The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point.  These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria.  During the 20092012 fiscal year, the Company’s common share price fluctuated on the TSX-V between a low of $0.11$0.30 and a high of $1.49.$1.10.  Significant fluctuations in the Company’s common share price is likely to continue, and could potentially increase in the future.


Difficulty for United States investors to effect service of process against the Company.The Company is incorporated under the laws of the Province of British Columbia, Canada.  Consequently, it will be difficult for United States investors to effect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United StatesSecurities Exchange Act of 1934, as amended.Act.  The majority of the Company’s directors and officers are residents of Canada.  A judgment of a United States court predicated solely upon such civil liabilities would probablylikely be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.


The Company is subject to foreign currency fluctuations. The Company operates in more than one country and the Company’s functional currency is the Canadian Dollar.  The Company’s offices are located in Canada, all of its mining exploration properties are located in United States, and the Company’s financial results are reported in Canadian Dollars. The Company’s currency fluctuation exposure is primarily to the U.S. Dollar and the Canadian Dollar. The Company reported a foreign exchange gain of $1,281 in fiscal 2012.  The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company’s foreign currency fluctuation risk.  Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.
12


The Company has incurred net losses since its inception and expect losses to continue.The Company has not been profitable since its inception. For the fiscal year ended January 31, 2009, we2012, the Company had a net loss of $3,746,165$773,813 and an accumulated deficit on January 31, 20092012 of $32,967,732.$29,041,040. As the Company is currently at the exploration stage and has no reserves of precious metals, management expectsthere is no assurance that the Company to continue to suffer net losses forwill be profitable in the foreseeable future.


There are no assurances that we will discover minerals on a commercially viable basis.The Company’s ability to generate revenues and profits is expected to occur through exploration, development and production of its existing properties as well as through acquisitions of interests in new properties.  Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations.

9


The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale.  There is no assurance that existing or future exploration programs or acquisitions will result in the identification of deposits that can be mined profitably.


The Company’s exploration activities are subject to various federal, state and local laws and regulations.Laws and regulations govern various aspects of the exploration, development, mining, production, importing and exporting of minerals;Company’s business including the following: taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and  other matters.the exploration, development, mining, production, importing and exporting of minerals.  In many cases, licenses and permits are required to conduct mining operations.  Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company.  Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations.  Under certain circumstances, the Company may be required to stop its exploration activities once it is started until a particular problem is remedied or to undertake other remedial actions.


Market price is highly speculative.The market prices of metals are highly speculative and volatile. Instability in metal prices may affect the interest in mining properties and the exploration, development and production of such properties. If gold prices substantially decline, this may adversely affect the Company’s ability to raise capital to explore for existing and new mineral properties.


The Company operates in a highly competitive industry.  The Company competes with other developmental resource companies which have similar operations, and many competitors have operations and financial resources and industry experience greater than those of the Company. The Company may encounter increasing competition from other mining companies in its efforts to acquire mineral properties and hire experienced resource industry professionals.  Increased competition in the Company’s business could adversely affect its ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.


Penny stock rules may make it more difficult to trade the Company’s common shares.The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions.  The Company’s securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse.  For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and also affect the ability of its investors to sell their shares in the secondary market.

     The Company is subject


FINRA rules will make it more difficult to foreign currency fluctuations. The Company operates in more than one country andtrade the Company’s functional currency is the Canadian Dollar.common shares. The Company’s offices are located in Canada, all of its mining exploration properties are located in United States,Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may limit a stockholder’s ability to buy and the Company’s financial results are reported in Canadian Dollars. The Company’s currency fluctuation exposure is primarilysell our stock. In addition to the U.S. Dollar“penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and the Canadian Dollar. The Company reportedother information.  Under interpretations of these rules, FINRA believes that there is a foreign exchange loss of $765,770 in fiscal 2009. The Company doeshigh probability that speculative low priced securities will not use derivative financial instrumentsbe suitable for speculative trading purposes, nor does the Company hedge its foreign currency exposureat least some customers.  FINRA requirements make it more difficult for broker-dealers to manage the Company’s foreign currency fluctuation risk. Fluctuations inrecommend that their customers buy our common stock, which may limit your ability to buy and among the various currencies in which the Company operates couldsell our stock and have a materialan adverse effect on the Company’s operations and its financial results.

market for our shares.
13

Item 4.   Information on the Company

Cautionary Note to United States Investors

     The Company describes its properties utilizing mining terminology such as “measured resources” and “indicated resources” that are required by Canadian regulations but are not recognized by the SEC.United States investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves.

10



A.           History and Development of the Company


The Company was organizedincorporated under theCompany Actof the Province of British Columbia, Canada on January 22, 1981 under the name of CarolCoral Energy Corporation, which name was changed to Coral Energy Corporation on March 3, 1982, and to Coral Gold Corp. on September 9, 1987. On September 14, 2004, the Company changed itits name to Coral Gold Resources Ltd in conjunction with a 10 to 1 share consolidation.  On July 17, 2007, the shareholders of the Company amended the share structure by subdividing the Company’s issued share capital of 8,267,360 common shares into 24,802,080 common shares, every one common share being subdivided into three common shares. On July 15, 2004, the Company transitioned to the British Columbia Business Corporations Act. The principal executive office of the Company is located at 455570 Granville Street, Suite 400,900, Vancouver, British Columbia V6C 1T1,3P1, and its telephone number is 604-682-3701.


The Company is a natural resource company primarily engaged in the exploration and development of natural resource properties.  Its principal business activities have been the exploration of certain mineral properties located in the Statesstates of Nevada and California in the United States. Since fiscal 2007,2009, the Company has spent $5,343,825$2,294,992 on mineral property acquisition and exploration expenditures on its properties known as the Robertson Mining Claims located in the State of Nevada.  The Robertson Mining Claimsproperties comprise threeof four separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, andClaims; (iii) the Norma SassSass; and (iv) the Ruf Claims.


In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares of Marcus Corporation which we refer to as “Marcus”(“Marcus”), representing 98.49% of the total issued shares of Marcus.  Marcus is a non-reporting Nevada corporation which owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company’s Robertson Property.Property (as defined herein).  By acquiring Marcus, the Company now controls Marcus and owns an indirect interest in the mining lease between the Company and Marcus which provides for an annual advanced royalty to Marcus of US$12,000, and a 5% net smelter returns royalty up to a maximum payment of US$2.5 million.

     In consideration of the acquisition, the Company issued one common share of the Company for every four common shares of Marcus, for a total of 347,964 common shares of the Company. In addition, each tendering Marcus shareholder received a non-transferable share purchase warrant, permitting such shareholders to purchase one additional common share of the Company at an exercise price of $2.00 per share for a period of up to two years from the closing date of the acquisition, for every two shares of the Company received on the share exchange.



Please refer to Note 64 of the financial statements (Item 17) for information regarding the Company’s principal capital expenditures on its mineral properties.

     At the Annual General Meeting of the Company on July 17, 2007, the shareholders of the Company passed an ordinary resolution amending the Company’s share structure by subdividing the Company’s issued share capital of 8,267,360 common shares without par value into 24,802,080 common shares without par value, every one common share being subdivided into three common shares, referred to as the “Subdivision”.


B.           Business Overview

Operations and Principal Activities


Presently, the Company’s principal business activity is the exploration and development of mineral properties.  The Company is in the process of exploring its mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of the Company’s properties, and future exploration will be required before final evaluation as to the economic and legal feasibility is determined.


The Company’s mining claims are located in the states of Nevada and California in the United States.  The Company’s present principal exploration activities have been focused on the Robertson Mining Claims located in Crescent Valley, Nevada.

11

14


Competition

The mining industry in which the Company is engaged is highly competitive.  Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company.  The companies compete with other mining companies in connection with the acquisition of gold and other precious metal properties.  In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower.  Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties.  As a result, the Company may eventually be unable to acquire attractive gold mining properties.

Seasonality

Due to the climate in the States of Nevada and California, the Company is generally not affected by seasonality.

Dependence on Customers and Suppliers

The Company is not dependent upon a single or few customers or suppliers for revenues or its operations.

Government Regulation

We are subject to various federal and state laws and regulations including environmental laws and regulations. Environmental regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment.  Environmental regulation also requires that facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.  In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications.  Compliance with environmental regulation can require significant expenditures, including expenditures for clean up costs and damages arising out of contaminated properties and failure to comply with environmental regulations may result in the imposition of fines and penalties.  We believe that we are in substantial compliance with such laws and regulations; however, such laws and regulations may change in the future in a manner which will increase the burden and cost of compliance.

Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

Environmental Regulations

The Company’s exploration programs in Nevada and California are subject to state and federal regulations regarding environmental considerations.  All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners.  The Company may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment.  All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations.  Future legislation may significantly emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection.  Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted.  Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future.  This may have a substantial impact upon the capital expenditures required of the Company in order to deal with such problem and could substantially reduce earnings.  At the present time, the Company’s exploration activities in Nevada and California are in compliance with all known environmental requirements.

The regulatory bodies that directly regulate the Company’s activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State).
15


C.           Organizational Structure

The Company has two wholly-owned subsidiaries: Coral Energy Corporation of California, a California corporation which holds title to the Company’s California property, and Coral Resources, Inc., a Nevada corporation, which holds title to the Company’s mining claims located in Nevada.  In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares, representing 98.49% of the issued shares, of Marcus, a Nevada Corporation that owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company’s Robertson Property.

D.           Property, Plant and Equipment

Presently, the Company is an “exploration stage company”, as all of the Company’s properties are currently in the exploratory stage of development.  In order to determine if a commercially viable mineral deposit exists in any of the Company’s properties, further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

The Company’s primary focus has been on the Robertson Mining Claims, in Nevada, United States.

Robertson Mining Claims, Nevada, U.S.A.

The Robertson Mining Claims are located in Crescent Valley, Nevada on the western flanks of the Shoshone Range, 28 miles to the southeast of Battle Mountain, Nevada, which lies approximately 230 miles northeast of Reno, Nevada.  The Robertson Mining Claims comprise approximately 11,000 acres in the Bullion Mining District, Lander County, Nevada, and currently include 803 unpatented and patented lode and placer mining claims.  The Robertson Mining Claims comprise three separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, and (iii) the Norma Sass and Ruf Claims as described more particularly below.

These mining claims have been acquired over a period of several years from different sources.  The entire Robertson Mining Claims are subject to a 3% net smelter royalty to Geomex Development Eighth Partnership (“Geomex 8”), which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8, and various mining leases requiring minimum annual advanced royalties ranging from 4% to 10% of net smelter returns.

There is no underground or surface plant or equipment located on the Robertson Mining Claims and the following figures provide location details with respect to the Robertson Mining Claims.
16


17


18

(i)           Robertson Property

The Robertson Property – Operationsis the subject of four technical reports dated January 15, 2004, April 25, 2006, January 27, 2008 and Activities

January 18, 2012. The first two technical reports were prepared by Robert McCusker, P.Geol. in accordance with NI 43-101 (“McCusker Reports”). The third and fourth reports were prepared by Beacon Hill Consultants (1988) Ltd. (“Beacon Hill”) of Vancouver, British Columbia (the “Beacon Hill Report”). The first Beacon Hill report was a NI 43-101 resource estimate that included the zones located within the Robertson’s Core claims only. The Company’s other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Carve Out (Excluded) claims (joint ventured with Cortez Gold Mines (“Cortez”), a joint venture owned by Barrick Gold Corporation), were not part of the estimate. The 2012 report was an NI 43-101 compliant preliminary economic assessment of the advanced stage Altenburg Hill, Porphyry and Gold Pan zones analyzing a combination of open pit mining methods and cyanide heap leach.

Property Description and Location

The Robertson Property is an advanced-stage gold exploration project located in eastern Lander County, Nevada, 60 miles southwest of Elko.  Coral Resources, Inc., a wholly owned subsidiary of the Company, acquired control of the Robertson Property in 1986. The core property consists of 562 unpatented federal lode claims, mill sites, placer claims and nine patented lode claims covering over 8,500 acres of public lands administered by the U.S. Bureau of Land Management (the “BLM”). The Company is record owner of 485 claims and controls an additional 76 claims through a series of mineral leases and option agreements.

In 2001, a boundary agreement between the Company and Cortez resolved claim boundary overlaps and seniority issues along the east and south sides of the Robertson claim block. This agreement required both parties to amend and/or abandon certain claims in order to achieve the agreed upon boundary. This was completed during the 2002-2003 assessment year.

Approximately 76 of the 485 of the claims that comprise the Robertson Property are controlled by the Company through 6 mining leases and option agreements. The Core Claims held by the Company under lease or option agreements require minimum advance royalty payments and production royalties in the event of production.  Total annual payments for the various leases and minimum advance royalties are approximately US$86,000.

A summary compilation of the terms of these agreements are presented in the table below:

Mining Lease and Option Agreements

Company/Date
Number of
Claims
Option
Payment
Production Royalty
Advance Royalty Payment
Core:
Tenabo Gold Mining Co.
Nov. 30, 1975
13$2M8% NSR$12,000/yr
Northern Nevada Au, Inc.
Sept. 30, 1986
12$-4% GSR$9,600/yr
Albany Gold Corp.
(Geomex)
All$1.25M3% NSRNil
Other Areas:
Mauzy, et al
Apr. 21, 1989
36$1.5M2% NSR$18,000/yr
Jay and Grace Wintle9$-5% GSR$21,600/yr
Filippini/Breckon
(June Claims)
6$1M3% NSR$25,000/yr

Annual federal rental fees of US$106,553, payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2011-2012 assessment year.
19


History and Exploration

The Robertson Property is located in the Tenabo area, a sub-district of the Bullion mining district in Lander County, Nevada.  Historic lode mining in this district dates from 1905 and placer gold was discovered in many of the dry washes in the Tenabo area in 1916.  Between 1937 and 1939, a small dragline dredge and washing plant operated in the district, and a dredge was reported by Humphrey to be operating in lower Mill Gulch in 1945.

During 1966 through 1970, a number of companies explored the district in search of porphyry copper-style mineralization.  In 1968, while drilling a series of shallow rotary holes near the Gold Pan mine, Superior Oil discovered a small, but relatively high-grade zone of gold at shallow depths in what is now known as the Gold Pan zone; however, with additional drilling, Superior Oil lost interest in the district.  They were followed by a number of mining companies, including Placer Development (1974-75), Teck Corporation (1977), Aaron Mining Ltd. (1975-86), and E & B Exploration Ltd. (1980-81), all of which sporadically explored the Tenabo area with limited success.
Modern open pit mining and heap leaching began in 1974, when Aaron Mining Ltd. (“Aaron”), initiated a pilot leach operation on the Robertson Property. From 1978 through 1980, Aaron expanded its leaching operations and continued exploration and acquiring claims in the district.

In 1986, the Company acquired Aaron’s interest in the Robertson Property and immediately began a series of major drilling programs beginning in 1986 and continuing until 1989.  Mining operations on the Robertson Property commenced in 1988, but were suspended less than one year later.  During the operating life of the Robertson Property mine approximately 350,000 tons of low-grade material was placed on leach pads from which about 6,200 ounces of gold were recovered.

During 1986 through 1989, the Company completed approximately 380 reverse circulation drill holes and seven diamond drill holes, totaling about 109,377 feet.  Much of this drilling was focused in four resources areas: Gold Pan, Gold Quartz, Gold Quartz extension (also called Gold Quartz West) and the Triplet Gulch areas.  The purpose of this drilling was to determine the limits and continuity of mineralization within these zones.  Nearly all of the reverse circulation holes were drilled vertically to an average depth of about 300 feet.

In 1990, the Company and Amax Gold Exploration Inc. (“Amax”) entered into an amended and restated option and earn-in agreement in which Amax could earn a 60% interest in the Robertson Property by producing a bankable feasibility study.  Amax completed an exploration program that included drilling 338 reverse circulation holes and 62 diamond drill holes, totaling over 176,000 feet. As the feasibility study did not meet the requirements of the agreement, Amax returned the property to the Company in 1996.

During the fiscal year ended January 31, 1999, the Company entered into an option agreement dated October 8, 1998 which we refer to as the(the “Option Agreement”), with Placer Dome U.S. Inc., referred to as “Placer” (“Placer”), which was later assigned by Placer to Cortez.  Under the agreement, Cortez Joint Venture, doing business ascould earn a 70% interest in the Robertson Property by producing a bankable feasibility study.  The focus of Cortez’s exploration was to expand the 39A zone and test a number of outlying targets.  During 1999, Cortez Gold Mines (a joint venture ownedcompleted 46 reverse circulation drill holes and a single flood rotary hole, totaling 57,000 feet.  Of the 13 holes directed at expanding the 39A zone, only two holes, 99401 and 99413, encountered significant mineralization.  This drilling program did little to expand the resource.  Of the remaining holes drilled by PlacerCortez, only two holes (99406 and Kennecott Minerals), which we refer99419) encountered significant mineralization.  Both holes were designed to as “Cortez”.

offset and/or follow up existing drill intersections and surface gold anomalies.

20


After completing this drilling program, Cortez declared its interest in renegotiating the terms of the Option Agreement with the Company. When the Company declined, Cortez terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.

Effective December 30, 1999, pursuant to the terms of the Option Agreement, Cortez elected to terminate the Option Agreement.  This required the Company to post its own security for the reclamation bond for the Robertson Property and obtain a full release of Placer’s guarantee of the original reclamation bond.  In order to satisfy its obligations under the Option Agreement, the Company spent a large portion of fiscal year 2003 conducting reclamation on the Robertson Property to reduce its US$2,000,000 reclamation bond that Placer had guaranteed for the Company.  The Company was able to obtain a release of Placer’s guarantee by conducting sufficient reclamation work to reduce the bonding requirement, and by raising sufficient funds to provide satisfactory alternative security of the reclamation bond.  The reclamation bond was reduced to US$786,100 during the fiscal year ended 2003, for which the Company posted cash.  In fiscal year ended 2006, with more reclamation work having been completed and accounted for, the reclamation bond was further reduced to US$228,205.  In fiscal year ended 2007, with further drilling activities being proposed and performed, the required reclamation bond was increased to US$282,268.  In fiscal year ended 2008, additional planned exploration activities in Nevada were approved and the required reclamation bond was increased to US$319,400 and then again in fiscal year ended 2009 up to US$389,360.

389,387. In fiscal 2012 the Company increased the reclamation bonds by US$34,600. As at January 31, 2012, the total reclamation deposits were $417,393 (US$416,228).


During 2004 and 2005, the Company conducted three drilling programs consisting of 32 reverse circulation holes totaling 24,020 feet on the Robertson Property.  The Company received a preliminary assessmentfocus of this exploration was to expand and further define the 39A Zone, test the “deep” Gold Pan Zone for extensions of the 39A Zone and offset previous ore-grade intersections in the “distal target area”.

A report entitled “Update of the Geological Report on the Robertson Property” dated April 25, 2006 on the gold resources at itsthe Robertson Property situated on the Battle Mountain – Eureka Trend (Cortez Trend) in Lander County, Nevada. The Report was preparedsubmitted by Robert McCusker, Consulting Geologist, a “qualified person” in accordance with the requirements ofNational Instrument 43-101implemented by the Canadian Securities Administration, referred to as “NI 43-101”.

NI 43-101.


During fiscal 2006, the Company completed a major drilling program at its 100-percent-owned Robertson Property located on the Cortez gold trend in eastern Lander County, Nevada, USA.Robertson Property. Drilling was completed in two phases. The drilling program totaled 35,615 feet of reverse circulation drilling in 46 holes. Depths ranged from 450 feet to 1,500 feet. Due to the relatively flat-lying nature of mineralization at the Robertson Property, all holes were drilled vertically.  Phase I consisted of 14 reverse circulation (RC) drill holes, CR06-2 through CR06-15, totaling 11,355 ftfeet which were completed in the immediate vicinity of the existing 39A Zone indicated mineral resource. Phase II consisted of 32 RC holes, CR06-16 through CR06-48A, totaling 24,260 ftfeet which were completed in (1) the Distal Zone; (2) on the northeast flank of Altenburg Hill; (3) in the gravel-covered area between the Altenburg Hill and the Porphyry Zone measured and indicated mineral resource; and (4) along a northeast-striking structural zone in the Porphyry Zone. Drilling operations during Phase I and Phase II drilling were directly supervised by Robert McCusker, a “qualified person” pursuant to NI 43-101.

McCusker.


During 2007, the Company completed two deep flooded reverse circulation drill holes, TV07-1 and TV07-2, to depths of 2,990 ftfeet and 3,450 ft,feet, respectively. The drilling was designed to test the lower plate of the Roberts Mountains thrust fault (RMTF)(“RMTF”) for high-grade Carlin-type mineralization hosted by favorable carbonate strata.  TV07-1 intersected a thick sequence of fine grained siliceous sedimentary and volcanic rocks followed by biotite and quartz hornfels equivalents in the upper plate of the RMTF. Although the hole failed to reach the lower plate of the RMTF, it did intersect a number of narrow low-grade zones.  TV07-2 was collared along a dike-filled splay of the Try fault zone and intersected a sequence of mostly fine grained siliceous sedimentary rocks and hornfels to 3,080 ft,feet, at which point altered and mineralized limy mudstone in the lower plate was encountered. Beginning at 3,280 ft,3,080 feet, the hole returned 200 ftfeet of weakly to strongly anomalous gold values ranging from 0.031 to 2.190 ppm gold, including four 10-ft-thick10-foot-thick intervals that exceed 0.01 oz Au/t.

     In the fiscal year ending January 31, 2008, the Company purchased 100% interest in the 72 claims comprising the Fanny Komp/Elwood Wright lease which forms part of the core area of the Robertson Property for US$250,000.

12


     In February 2008, the Company received the final NI 43-101 compliantMineral Resource Estimate for the Robertson Property, Lander County, Nevadareport dated January 27, 2008, prepared by Beacon Hill Consultants Ltd. (“Beacon Hill”) of Vancouver, British Columbia. The new estimate, based on a gold price of US$600 per ounce, raises the Robertson Property inferred resource to over 2.3 million ounces of gold—an increase of 110% over the previous NI 43-101 estimate from April 2006. A portion of the oxide resources are locally exposed at the surface and are potentially in an open pit mining configuration. Some of the new resources remain open to expansion on strike and at depth.

     The zones included in the Beacon Hill estimate are located within the Robertson’s Core Claims only. Beacon Hill reported the following updated resource estimate:

Zone (Core Claims) Qty  Grade  Qty  Grade  Contained 
  (Tons)  oz Au/ton  (Tonnes)  g Au/tonne  oz Au 
Distal 10,355,041  0.0335  9,376,398  1.148  346,893 
39A 25,010,247  0.0287  22,690,382  0.984  717,794 
Triplet Gulch 5,904,713  0.0269  5,357,012  0.922  158,837 
Outside 2,187,500  0.0208  1,984,595  0.713  45,500 
Gold Pan Oxide 7,049,181  0.0262  6,395,323  0.898  184,689 
Altenburg Hill Oxide 4,558,402  0.0208  4,135,580  0.713  94,815 
Porphyry Oxide 19,121,927  0.0213  17,348,243  0.730  407,297 
Gold Pan Sulphide 12,053,279  0.0208  10,935,258  0.713  250,708 
Altenburg Hill Sulphide 584,016  0.0176  529,845  0.603  10,279 
Porphyry Sulphide 4,480,533  0.0223  4,064,934  0.765  99,916 
TOTALS 91,284.800  0.0250  82,817,600  0.870  2,316,728 

     For details on claim and gold zone locations, please see corresponding maps and diagrams at the Company’s website atwww.coralgold.com. The information contained in the Company’s website does not form part of this Annual Report.

     Resource estimate parameters:

     The Company commissioned Beacon Hill to not only update the Robertson resource estimate but to also outline a program for continued development of the Core Claims in 2008 and beyond. Beacon Hill recommended a three-pronged development approach:

13



1)

Additional exploratory and definition drilling to increase the resource base and also the level of confidence in the resource to the indicated and/or measured categories.

2)

Complete a metallurgical program to enhance the metallurgical data.

3)

Commence a Preliminary Assessment Study on the mineralized zones within the Robertson Property to determine which of the zones have the greater potential for viability. The zones can then be prioritized for development.

Beacon Hill recommended the following drilling on the Core Claims:

Phase I:52 RC holes ranging in depth from 500 ft to 1,200 ft and totaling 37,600 ft, to focus on:

Phase II:should consist of 21 diamond core holes (HQ diameter) ranging from 300-ft to 1,000-ft-deep and totaling 11,900 ft. The purpose of core drilling is to provide geological data on the controls of mineralization, acquire geotechnical data (RQD and specific gravity), confirm grade and continuity and provide material for metallurgical testing. Drilling has been recommended as follows:

     Mr. Garth D. Kirkham, P.Geo., and Mr. Peter Stokes, P.Eng., of Beacon Hill and Mr. Robert McCusker, Consultant Geologist and Project Manager, are responsible for preparing the report and are “qualified persons” in accordance with NI 43-101. Messrs Kirkham, Stokes and McCusker are independent of the Company as defined by NI 43-101.

     Deep drilling in 2007 encountered Carlin-type geochemistry including gold in the important lower plate host rocks for Carlin-type structure beneath the Roberts Mountains thrust fault. The gold intercepts indicate a Carlin type system in Lower Plate rocks on a western part of the property.

Follow up mapping, rock sampling and infill gravity surveys in 2008 lead to the Company’s identification of a new lower plate target zone that extends from the coralCompany’s deep hole, 2 km to the south.  The West Deep Carlin-type target adds significant discovery potential to the Robertson Property for a world-class gold deposit.  The target zone lies north of the Pipeline Mine open pit along a projected mineralized fault and fracture system that controls gold within that deposit.  Considerably more drilling on the Robertson West DeepProperty “West Deep” target is warranted.  While the Company would prefer to continue drilling and expanding these targets in 2009, the Company must wait and see what unfolds in the equity markets and its ability to raise additional exploration capital. In addition, theThe Company continues to seek joint venture partners for a proposed deep drilling program to follow up the successful results from the 2007 drilling program which intersected enormousprogram.
21


In February 2008, the Company received the NI 43-101 compliant Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report dated January 27, 2008, prepared by Beacon Hill, Robert McCusker and Jasman Yee  (updated in October 2009). The original estimate, based on a gold valuesprice of US$600 per ounce in 2008, raised the Lower Plate limestone sequenceRobertson Property inferred mineral resource to 91.2 million tons with an average grade of 0.0253 oz Au/ton containing over 2.3 million ounces of gold, an increase of 110% over the previous NI 43-101 estimate from April 2006 (22.9 million tons averaging 0.031 oz Au/ton of measured and indicated mineral resources and 9.4 million tons at 0.046 oz Au/ton of inferred mineral resources). In October 2009, it was decided that US$850 per ounce should be used to more accurately represent the resources that may be reasonably expected to be extracted. Based on this lower gold cut-off value of 0.0106 oz Au/ton, the inferred mineral resources at the Robertson Property.

14


Property increased to 178.9 million tons at a grade of 0.0189 oz Au/ton and containing 3.4 million ounces, which is a 47% increase over the figure reported in the 2008 report.


In February 2009,2008, the Company commissioned Beacon Hill to not only update the Robertson Property resource estimate but to also outline a program for continued development of the Core Claims in 2008 and beyond. Beacon Hill recommended a three-pronged development approach:

1)  Additional exploratory and definition drilling to increase the resource base and the level of confidence in the resource to the indicated and/or measured categories.
2)  Complete a metallurgical program to enhance the metallurgical data.
3)  Commence a preliminary assessment study on the mineralized zones within the Robertson Property to determine which of the zones have the greater potential for viability.

Beacon Hill recommended the following drilling on the Core Claims:

Phase I: 52 RC holes ranging in depth from 500 feet to 1,200 feet and totaling 37,600 feet, to focus on:

·  
39A Zone: Ten holes totaling 8,400 feet drilled along the southeast and northeast margins of the zone to test for additional high-grade mineralization.
·  
Distal Zone: Ten holes totaling 12,000 feet drilled in the Distal Zone, which remains open for discovery of high-grade mineralization in all directions.
·  
Altenburg Hill/South Porphyry Area: Twenty holes totaling 10,000 feet as infill and offset drilling on the northeast flank of Altenburg Hill and in the gravel- covered area south of the Porphyry Zone.
·  
Triplet Gulch: Twelve wide-spaced RC holes totaling 7,200 feet to test potential continuity and grade of inferred mineralization.

Phase II: would consist of 21 diamond core holes (HQ diameter) ranging from 300 feet to 1,000 feet-deep and totaling 11,900 feet. The purpose of core drilling is to provide geological data on the controls of mineralization, acquire geotechnical data (RQD and specific gravity), confirm grade and continuity and provide material for metallurgical testing. Drilling has been recommended as follows:

·  
39A Zone: Six “twin” core holes totaling 5,000 feet focused in areas of higher grade mineralization.
·  
Distal Zone: Four pre-collared “twin” core holes totaling 2,400 feet drilled to confirm grade and geological controls.
·  
Altenburg Hill/South Porphyry Area: Six (or more) “twin” core holes totaling 3,000 feet to provide ore-grade oxide mineralization for metallurgical studies and confirm the grade and continuity of mineralization.
·  
Gold Pan Zone: Five shallow “twin” core holes totaling 1,500 feet drilled mainly to provide ore-grade oxide mineralization for metallurgical studies and to confirm grade, continuity and geological controls for mineralization.
22


In 2008, the Company entered into a contract for 37,600 feet of reverse circulation drilling on Robertson Property. The agreement, signed with Lang Exploratory Drilling of Salt Lake City, Utah, began in April following permit approval from the BLM.  Robert McCusker supervised the drill program as the “qualified person” under NI 43-101.

In September 2008, the Company completed a Reverse Circulationits reverse circulation drilling program at the Robertson Property.Robertson.  The program totaled 22,835 ftfeet of drilling in 33 vertical holes which ranged in depth from 500 to 1200 ft.feet.  The holes were located on the Altenburg Hill, South Porphyry, 39A and Distal zones in order to increase the gold resource in these zones. Hole locations

Both Phase I and Phase II were aimed at expanding and upgrading the Robertson Property inferred resource.

The planned 21 diamond drill holes of Phase II ranged from 300 to 1,000 feet in depth. It was anticipated that Phase II drilling would:
1) provide geological data on the controls of mineralization;
2) provide geotechnical data for RQD (“Rock Quality Designation”) and specific gravity;
3) help confirm grade and continuity; and
4) provide material for metallurgical testing.

To help derive exploration priorities to expand the current resource with the 2008 drilling campaign, a series of in-house, draft open pit shapes had been modeled around the 2008 NI 43-101 compliant inferred resource.

During the fiscal year ending January 31, 2008, the Company purchased 100% interest in the 72 claims comprising the Fanny Komp/Elwood Wright lease which forms part of the core area of the Robertson Property for US$250,000.

In February 2010, the Company announced a US$1.5 million plan and budget aimed at advancing the Robertson Property towards a preliminary economic assessment Report (“PEA”). The program was to consist of 36 diamond core and 22 reverse circulation holes along with metallurgical test work. In addition, the plan focused on upgrading near-surface oxide resources in the Gold Pan, Altenburg Hill and Porphyry zones to the measured and indicated categories. The metallurgical test work was designed to help establish the suitability of the oxide mineralization in those zones for heap leaching.

In April 2010, SRK Consulting (US) Inc. (“SRK Consulting”), the Company’s environmental compliance and permitting consultants, submitted an amended Plan of Operation (“APO”) to the BLM and the Nevada Department of Environmental Protection (“NDEP”) to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company’s existing Environmental Assessment (“EA”) was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous Plan of Operation from 2007 (the “2007 PO”) that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

Despite the permitting setback, 12 RC holes at Triplet Gulch that were previously permitted under the 2007 PO were drilled in 2010.
23


A limited diamond drilling program at the Gold Pan and Altenburg Hill zones was also permitted under the 2007 PO. A program totaling 6,700 feet was conducted that represents the first phase of the diamond core drill program announced in the company’s 2010 work plan and budget. The program was designed to verify the 2008 RC drilling assay results and provide material for metallurgical test work. The Gold Pan, Altenburg Hill and Porphyry zones represent near surface resources that could potentially be developed as an open pit/heap leach operation. Past metallurgical testing of Porphyry Zone mineralization returned favorable gold recoveries from the oxide material.

In June 2011, the BLM accepted the fifth submission of the APO and the kick off meeting was held on July 20th, 2011.  The meeting outlined the need for a new EA.  In particular, the various categories to be studied in the EA including cultural, wild life, native religions, hazmat, paleontology, range management, noxious weeds, air quality, hydrology, riparian zones, migratory birds, environmental justice and socio economic issues.

Studies had been in progress since November 2010 but the EA did not officially start until July 2011.  The cultural studies were done by Kautz and Co. of Reno, Nevada.  Most of the other studies are by SRK out of Elko, Nevada who have overseen the entire EA.

As the Company anticipated, the work did not locate native religious sites or burial grounds etc. but the ghost mining town of Tenabo has required detailed study.

With regard to wildlife, there is sage grouse and mule deer habitat at Robertson Property.  There are also bats in old mine shafts and adits and golden eagles nesting on the high wall of the old Gold Quartz open pit.  The need to study some of these species over a period of at least one year will mean that the completed EA is expected to be submitted to the BLM in July 2012.

Compliance with the EA process is mandatory.  The various categories studied are the subject of numerous Nevada State and US Federal laws.  Fortunately, not all are applicable to the Robertson Property.

The EA process takes time and costs money.  The Company spent approximately $500,000 in 2011 on the Amendment to the Plan of Operations (“APO”) and Environmental Assessment (“EA”)

The Company expects that if the BLM accepts the EA as complete, it will rule that the extensive drilling and test pit program proposed in the APO can be vieweddone at certain times of the year and using environmentally safe practices which will result in mapslittle or no impact on our website at www.coralgold.com. the environment and give the Company the permit to proceed.

The information contained incultural and wildlife surveys were sufficiently completed by year end to allow the Company’s website does notCompany to demonstrate to the BLM that 13 proposed diamond core holes on the Porphyry zone (which form part of the proposed Phase 1 drilling in the PEA) do not impact on cultural or wildlife areas.  Phase 1 diamond core drilling of the porphyry zone will involve "Twinning" 10 percent (20 holes) of the historic drill holes by diamond core drilling to determine if "historic" Amax drilling data can be used with confidence to upgrade the level of confidence in the resources.  The BLM have approved the work program for the holes under the existing 2007 Amendment to the Plan of Operations.

In April, 2012 Coral began the phase one diamond drilling at porphyry gold zone providing core for leach tests at McLelland Labs in Reno, Nevada.  Results will be released as they are received.
24


Reclamation Activities

The Company spent approximately $12,750 on reclamation and maintenance in fiscal 2011, reclaiming past mining and exploration related disturbances to public lands as required by the BLM and the NDEP.

In August 2008, SRK Consulting prepared an “Aerial Survey Ground Truthing and Revised Cost Estimate” report for the Company, which following amendments and revisions was submitted to the BLM and NDEP in October 2008. The report outlined and updated results of reclamation done by the Company at the Robertson Property up to 2008.

The BLM and NDEP replied with required changes and updates in April 2009 and a revised “Aerial Survey Ground Truthing and Revised Cost Estimate” was prepared by SRK Consulting on June 10, 2009 and submitted to the BLM and NDEP.  As of the date of this Annual Report.

     RobertReport, the Company has not received acceptance of the report.


In the Try/View area of the Robertson Property, the Company renewed the Notice of Intent to allow further deep drilling.

In the core area of the Robertson Property, the Company also submitted a new “Storm Water Pollution Prevention Plan” and technical report which was approved by the BLM and NDEP in June 2009.

In addition the Company authorized SRK Consulting to prepare:

(a) a Comprehensive Permit, List and Schedules (a diary of permitting requirements); and

(b) a memo of existing reclamation status and planning for further reclamation.

As at January 31, 2012, the Company has a reclamation deposit of  US$416,228 (2011 - US$381,628) as required by the BLM.

Environmental Liabilities

In 1988-89, the Company operated a small open pit gold mining operation and heap leach facility on the Robertson Property.  The resulting disturbances include three small open pit mines, waste dumps, haul roads, drill roads, open drill holes, and a 350,000 ton heap leach facility and related recovery plant.  In 1994, a reclamation plan was prepared by Amax and submitted to the Battle Mountain office of the BLM.  The cost to perform the reclamation of the mine site was estimated at that time to be US$2,000,000. In 2001, the Company began reclamation activities which were accelerated in 2002, with the recontouring of waste dumps, reclamation of the leach pad, haul roads and the filling of all open drill holes. As a result of this activity, in June 2003, the BLM reduced the bonding requirements for the project to US$406,000.

In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure of the mine with the BLM and NDEP.  The closure plan was approved by both agencies.  As a result of this work, during 2004 the BLM lowered the bonding requirements to $226,205. The Company currently maintains a required performance bond with the Nevada State Office of the BLM in the amount of US$416,228.
25


Permitting

In 2002, the Company submitted and was granted a five year renewal of Water Pollution Control Permit (NEV60035) by the NDEP for the Robertson Property.  This permit is now renewed annually and reports are submitted quarterly. In addition, the Company has a Stormwater Pollution Control Permit which is also renewed annually.

The Company continues to conduct reclamation and exploration activities under a Plan of Operation (NV067688) approved in 1989 by the BLM, which was subsequently updated to the 2007 PO. In April 2010, SRK Consulting, submitted the APO to the BLM and NDEP to allow the Company to carry out its 2010 work plan. A setback occurred when the BLM declined the drilling permit application because the Company’s existing EA was out of date. The BLM suggested that the APO be withdrawn and to revert back to a previous 2007 PO that allowed drilling on certain areas of the property without any amendments. In June 2010, the APO was withdrawn. SRK Consulting was immediately commissioned to commence work on the new EA.

From 2000 to 2003, no exploration activity was conducted on the Robertson Property; however, during that period a significant amount of surface reclamation was completed on the property.  As a result, any new exploration activities in reclaimed areas will require submission and approval of an Amendment to the Plan of Operation.  Additionally, the National Historic Preservation Act requires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance.  Much of the Robertson Property has been previously cleared under various surveys conducted by Amax.  Recent and planned future exploration activities by the Company have moved outside the area covered by previous archeological surveys.  It is possible that future exploration will experience delays in receiving approval because additional surveys will be required by state and federal agencies.
Geological Setting

Geologically, the Robertson Property consists of a series of relatively flat-lying, vertically stacked thrust sheets that form part of the Roberts Mountain allochthon, which is composed of siliciclastic rocks from Ordovician to the Devonian age.  The district is dominated by a very thick sequence of middle to late Devonian Slaven Chert composed mainly of argillite, chert, lesser siltstone and shale, and minor intermediate volcanic rocks.  Structurally overlying the Slaven Chert along the north and east sides of the district are a sequence of rusty brown weathering siltstone, sandstone and very minor limestone of the Silurian Elder Sandstone.
26

Intruding the thick Paleozoic sequence is an elliptical-shaped, composite granodiorite stock (or lacolith) of Eocene age.  The orientation of the principal axis of the stock is approximately east-west.  Associated with it are numerous dikes, sills and plugs that vary in composition from diorite, the earliest known intrusion, to rhyolite, the latest.  Most of the identified gold resources, including the Porphyry, Gold Pan and 39A zones, lie along or near the northern contact of the composite stock.  A series of narrow and laterally continuous (up to 1,600 feet) intrusive “pebble” dikes extend northward from the northern contact of the granodiorite stock.  Near contacts with the Tertiary intrusions, many of the sedimentary and volcanic rocks, and early phases of the stock, have undergone significant thermal metamorphism, intense recrystallization, bleaching and pervasive metasomatism.  Many of these rocks have been converted to layered sequences of biotite, “quartz” and calc-silicate hornfels, marble, exoskarn and endoskarn.

Mineralization at the Robertson Property is strongly controlled by a system of low and high-angle faults and related fracture zones.  Brecciation associated with axial plane shear zones developed in isoclinal folds are also important hosts for mineralization.  Although individual structures host ore-grade gold, higher grades commonly occur where one or more structures intersect.

Deposit Types and Mineralization

The Company has been focusing its exploration activities on four zones localized along the northern and eastern contacts of the Tenabo stock forming the general east-west trend, the Porphyry, Gold Pan, Altenburg Hill and 39A zones.  The Porphyry, Gold Pan and Altenburg Hill zones occur in highly fractured hornfels and skarn units at the contact of the granodiorite stock, whereas the 39A zone is localized at the intersection of two high-angle faults in retrograde-altered hornfels.

Mineral Resource Estimates

In 2007, Beacon Hill was commissioned by the Company to update the resource estimate on the Robertson Property.  The purpose of the study was to incorporate additional drilling completed in 2006 in an updated resource estimate and to establish a program for continued development and provide a basis for a subsequent technical report. The final NI 43-101 compliant report, Mineral Resource Estimate for the Robertson Property, Lander County, Nevada report was received by the Company in February 2008. The new estimate, based on a gold price of US$600 per ounce, raised the Robertson Property inferred resource to over 2.3 million ounces of gold, an increase of 110% over the previous NI 43-101 report estimate from April 2006. A portion of the oxide resources are locally exposed at the surface and are potentially in an open pit mining configuration. Some of the new resources remain open to expansion on strike and at depth.

In October 2009, the Company received the revised resources for the Robertson Property from Beacon Hill utilizing lower cut-off grades to reflect the positive movement in the price of gold over the last three years. These revised values are based on the NI 43-101 report titled Mineral Resource Estimate for the Robertson Property, Lander County, Nevada prepared by Beacon Hill in January 2008. The original estimate was based on a gold price of US$600 per ounce, a conservative estimate of gold prices in 2007. The 2008 report estimated the inferred mineral resources for the Robertson property to be 91.2 million tons averaging 0.0253 oz Au/ton and containing over 2.3 million ounces of gold. Gold prices over the last three years have been significantly higher than US$600.  To more closely reflect the rolling average gold price for the preceding three years, it was decided that a price of US$850 per ounce should be used. Based on a gold cut-off value of 0.0106 oz Au/ton, the inferred mineral resource at Robertson increased to 178.9 million tons averaging 0.0189 oz Au/ton and containing nearly 3.4 million ounces, a 47% increase over the figure reported in 2008.  It should be noted that operating costs used to calculate the new cut-off grade may not accurately reflect actual operating costs and could adversely affect the resource estimate.
27


The zones included in the Beacon Hill estimate are located within the Robertson’s Core area. The Company’s other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Excluded claims (joint ventured with Barrick Cortez Gold Mines), were not part of the estimate.

Beacon Hill reported the following updated resource estimate using 0.0106 Au opt cut-off:
ZoneTonsOunces per TonOunces of Au
Distal13,310,4510.0287382,010
39A38,945,6980.0228887,962
South Zone9,993,8530.0209208,872
Outside5,422,1310.015684,585
Gold Pan Oxide12,566,5990.02251,332
Altenburg Hill Oxide12,873,9760.0152195,684
Porphyry Oxide39,049,1820.0167652,121
Gold Pan Sulphide32,524,5920.0154500,879
Altenburg Hill Sulphide1,701,8440.01423,826
Porphyry Sulphide12,535,8610.0158198,067
    
TOTAL178,924,1880.01893,381,667

Resource estimate parameters:
·  Cut-off grade was calculated on the basis of US$850/oz Au and 70% Au recovery.
·  The 0.0106 ozAu/ton cut-off grade utilized to report the resource was derived from a mining cost of US$1.02/ton, process cost of US$5.00/ton and waste cost of US$1.14/ton.
·  The mineral resources in the table above were estimated using the CIM Standards on Mineral Resources and Reserves.
·  The database comprised a total of 1,160 drill holes, 533,453 feet (162,638 metres) of drilling and 101,757 gold assays.
·  The inferred resource covers 6 distinct and separate areas; Distal, 39A, Gold Pan, Porphyry, Altenburg Hill, Southern Area and then all remaining blocks outside these areas that warrant inclusion as an inferred resource. In addition, Gold Pan, Porphyry and Altenburg Hill were separated into oxide and sulphide zones for analysis and modeling.
·  An interpreted mineralized envelope was modeled into a solid in MineSight 3D™, with six area mineralized zones and then separated into oxide and sulphide zones.
·  Block dimensions of 25 feet (7.6 m) North, 25 feet (7.6 m) east and 20 feet (6 m) vertically.
·  Grade interpolation of 20 foot (6 m) composites.
·  Composites greater than 0.75 ozAu/ton limited in influence to 100 feet (30.5 m).
·  Tonnage estimates are based on 200 bulk historic density measurements carried out by previous operators. These were assigned to each block by zone. The resources are categorized as inferred since the amount and distribution of bulk tonnage factor data is sparse.
In an effort to offer perspective and comparison, the following table from 2009 listed the Robertson Property deposit resources for all zones at varying cut-off grades and corresponding metal prices. Note that as of the date the table was produced (October 9, 2009), the gold price was at a record high of US$1,050 per ounce.
28

All ZonesAu Cut-offAu PriceTonsOunces Per TonOunces of Au
 0.0091000259,786,8970.0164,156,590
 0.0095950215,146,5260.01743,743,550
 0.0106850178,924,1880.01893,381,667
 0.012750149,133,2030.02053,057,231
 0.0129700125,174,1860.02212,766,350
 0.01560091,284,8400.02532,309,506

The mineral resources in the table above were estimated using the CIM Standards on Mineral Resources and Reserves and is compliant with NI 43-101.

Data Used for Estimate

A total of 1,204 drill holes were supplied for the Robertson Property in Lander County, Nevada which are the combined drill holes for the Gold Pan, 39A, Porphyry, Altenburg Hill and Lower Triplet Gulch zones in addition to areas that have drilling but lie outside the main areas of interest. The drill holes within the database included collars, downhole surveys, assays, and lithology.

Solids models of the main ore zones within the Robertson Deposit were created that encompass the Gold Pan, 39A, Porphyry, Altenburg Hill, Distal and Triplet Gulch deposit areas. The ore zones to be included within the solids model and then to be used for constraining the interpolation procedure are split into an Oxide Zone and a Sulphide Zone where sufficient data existed to do so which included the Gold Pan, 39A, Porphyry and Altenburg Hill areas. Due to its depth, the Distal zone is considered to be sulphide material.

Approximately 200 historic core samples were analyzed for dry bulk density using the volume displacement method. Densities for both ore and waste are primarily related to lithology, argillization, calc-silicate content and sulfide content. The average density for country rock was determined to be 12.2 cu ft/ton and 15.5 cu ft/ton for alluvium (2 determinations). These are historic determinations, which appear to be located for the most part, within the Porphyry Zone. The relative scarcity of specific gravity data is one reason cited by Beacon Hill for the resources being categorized as inferred. One objective of the proposed 2010 core drilling program is to provide suitable material for additional specific gravity determinations.

Estimation Method

The estimation plan includes the following items:

·  Storage of the mineralized zone code and percentage of mineralization.
·  Application of density based on limited SG measurements.
·  Estimation of the grades for Au using ordinary kriging.
·  Ellipsoid orientation was orthogonal and ranges were set to 300 feet in the northing and easting whilst 200 feet in elevation.

29

The estimation strategy employed a minimum of four composites and a maximum of 15 with a maximum of two from any one drillhole.

Also, an octant search was used as it aids in declustering the estimate by avoiding over-influence of individual drill holes or sectors being overly informed and, avoiding the use of samples that clustered together and were thereby redundant. The maximum number of composites allowed in any one octant was two.

Preliminary Economic Assessment

In January 2012, Beacon Hill completed a PEA on the Altenburg Hill, Porphyry and Gold Pan areas of the Robertson Property based upon a combination of open pit mining methods and cyanide heap leach.

In completing the study Beacon Hill used the services of Knight Piésold Ltd., SRK Consulting (U.S.) Inc., Kaehne Consulting Ltd., Kirkham Geosystems Ltd., R. McCusker, Consultant Geologist supervisedP.Geo., and F. Wright Consulting.

The results of the evaluation are as follows:

Resources and Mining
·Est. inferred resources at a cut-off of 0.005 ozAu/t78.2 million tons grading 0.0138 ozAu/t.
·In situ gold1,080,900 ozs
·Development period to construction decision5 years
·Mine life10.5 years
·Average production rate21,300 tpd
·Ore to waste Strip Ratio0.6:1
·Leach recovery HG cut off 0.0147 ozAu/t 67%
·Leach recovery LG cut off 0.005 to 0.0147 ozAu/t45%
·Saleable gold608,000 ozs
Note:Due to the uncertainty that may be attached to an inferred mineral resource, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured resource as a result of continued exploration.

Economics

Two alternatives were reviewed, owner operated and contractor operated. The results shown are after tax. Taxes are considered indicative only.
DescriptionOwner OperatedContractor Operated
 US$ millionsUS$ millions
Development Cost16.516.5
Initial Capital Cost122.197.0
Ongoing Capital Cost54.226.1
Average Operating Cost US$/ton mined5.286.45
30

Results of Economic Analysis at Various Gold Prices (Owner Operated)
Gold Price US$/ozIRR %
NPV undiscounted
US$ million
NPV discounted 5%
US$ million
Payback Period
Years
135015.44180.696.25.91
150020.13247.2147.14.72
175027.40358.3230.73.91
Results of Economic Analysis at Various Gold Prices (Contactor Operated)
Gold Price US$/ozIRR %
NPV undiscounted
US$ million
NPV discounted 5%
US$ million
Payback Period
Years
135015.43159.485.45.94
150020.96226.4135.94.86
175029.18337.8219.73.82

Note:It should be noted that the economic analysis of this deposit is based upon the expenditures from the time a construction decision is taken and that all development costs to that point have been considered as sunk costs whether they have been expended or not at this time.

The PEA indicates that the Robertson Property is one of merit that warrants further development.  The first phase of this development is recommended to be exploration drilling, metallurgical test work, environmental studies and permitting and completion of a prefeasibility study.  The cost of this work is estimated to be US$7.9 million as shown below.
Summary of Expenditures to Completion of Prefeasibility
DescriptionEstimated Cost $
Royalty and Regulatory Fees351,680
Exploratory and definition drilling2,817,000
Metallurgical test work program900,000
Environmental program1,826,138
Preliminary Feasibility Study1,495,000
Contingency510,182
Total7,900,000

31

Exploration and definition drilling consists of the following:

Phase I should consist of drilling 40 HQ diameter diamond core holes and 42 RC holes having an average depth of 400-500 ft and totaling about 40,000 ft in the;

1.  
Porphyry Zone:  “Twinning” 10 percent (20 holes) of the historic drill holes by diamond core drilling to determine if “historic” Amax drilling data can be used with confidence to upgrade the level of confidence in the resources. In addition, a further 17 RC holes, totaling about 7,600 ft, to be drilled along the west and south boundaries of the Porphyry Zone to test for possible extensions to mineralization.

2.  
Altenburg Hill/South Porphyry Area:  Twenty-five RC holes totaling 12,400 ft.

3.  
Gold Pan Zone:  Twenty wide-spaced diamond core holes totaling 10,000 ft to verify continuity and grade retuned in historic drilling.

4.  
Altenburg Hill/South Porphyry:  Based on results on the Phase I RC drilling follow up diamond core drilling (20 holes) is to be conducted in this area.

The proposed metallurgical test work consists of variability testing expected to be performed on samples obtained both spatially and at depth for the oxide and transition to sulfide ore zones. This work will encompass;

·  prepare composite material representing larger zones of each deposit to define the crush size and other process conditions;
·  crushing work index and abrasion testing;
·  mineralogical evaluation of column feed and products;
·  extensive column work to determine optimum crush size and other process conditions;
·  similar testing as was performed on oxide materials to be done on sulfide and transition zone materials;
·  additional processing parameters to be investigated including reagent use and concentrations;
·  leach evaluation on material that is below the cut-off grades of the various deposits which was classified as waste based on  dump leaching of run of mine, low grade materials; and
·  laboratory test work on up to 10 tonnes of 100% minus 300 mm (~12”) feed.

Note also that the PEA concerns only the relatively shallow portions of these three deposits: Gold Pan, Porphyry and Altenburg Hill.  Other deposits such as Distal, 39A, Triplet Gulch and a zone to the east of Gold Pan were not part of this study.  However, all deposits form part of the 2011 calculation of the resources by Beacon Hill using a base case of US$1,350 per ounce. (Inferred mineral resource of 191 million tonnes @ 0.0143 oz Au/ton containing a total of 2.741 million ounces). It should be noted the resources are reported with consideration for their reasonable expectation of economic extraction as defined using an optimized pit shell.

32

The EA process has been advancing over the past year and we expect to submit the overall report in June 2012.

The PEA also shows the logistical advantages of the Robertson Property, namely:

·  Nevada State Highway 305, a paved all weather road which is the main access to Barrick’s Cortez Operations (adjoins the Robertson Property to the south) crosses the south east corner of the property;
·  A network of gravel roads give easy access to the gold resources at the Robertson Property;
·  The gold resources are on the south east edge of the Shoshone Range.  The leach pads can be built on the basinal flat land, only a short haul from the planned pits;
·  The electric power transmission line which supplies Cortez, parallels State Highway 306 and crosses the Robertson Property.  The proposed gold recovery plant would be built adjoining the power transmission line. (ie. internal power lines will be very short);
Workers at Cortez are bussed from Elko for a 12 hour shift, for a four day work week.  Personnel at the Robertson Property would enjoy a slightly shorter commute from Elko or alternatively, they could live in Crescent Valley, Nevada, eight miles distant on the State Highway 306.

Proposed Exploration

The Company believes that there is a potential for discovery of additional mineral resources on the Robertson Property.  The Company plans to continue to explore the Robertson Property or seek third party partners for further exploration.

(ii)          Carve-Out Claims, Nevada, U.S.A.

Under the terms of an Exploration and Mining Venture Agreement dated July 11, 1997, Barrick, formerly Placer, holds an undivided 61% interest and the Company has a 39% interest carried to production in the Carve-Out Claims.

Beginning in 1997 and continuing through 1998, Cortez conducted a series of exploratory drilling programs on the Carve-Out Claims with limited success.   In 2002, the Company conducted a drilling program on the Carve-Out Claims with follow-up drilling in the immediate vicinity of existing drill programs asholes with mixed results. To date, no significant mineral resources have been discovered on the Carve-Out Claims. However, the wide-space deep drilling has established the presence of scattered significant gold values, anomalous levels of Carlin-type trace elements, key structural components and the occurrence of a “Qualified Person”preferred host strata.

The Company plans to rely on Cortez to further explore the property for NI 43-101.

mineral resources and no further work on the Carve-Out Claims is proposed at this time.


There is no underground or surface plant or equipment located on the Carve-Out Claims, nor any known body of commercial ore.

33


(iii)         Norma Sass and Ruf Claims, – Operations and Activities

Nevada, U.S.A


Effective December 31, 1999, the Company and Levon Resources Ltd., referred to as “Levon” (“Levon”), entered into a fourth amending agreement whereby Levon could earn an undivided 50% interest in the Norma Sass and Ruf Claims upon completion of certain terms.  This agreement was further amended effective December 31, 2001 (but signed on October 3, 2002), whereby Levon was transferred a 33.3% interest in the Company’s interest in the Norma Sass  and Ruf claims, in consideration of 300,000 common shares of Levon previously issued to the Company and the prior payment of $350,294 for exploration work.  The Company currently owns a 66.6% interest in the Norma Sass and Ruf claims (subject to certain royalties to underlying property owners, as described below), following the execution of the December 2001 fifth amending agreement with Levon.

     On December 4, 2002, the Company granted an option to acquire 33.3% of the Company’s interest in the Norma Sass and Ruf Claims to Goldfranchise Corporation, referred to as “Goldfranchise”. In order to earn the interest, Goldfranchise was required to: (a) pay the Company US$38,391.50, which has been received by the Company; (b) incur a minimum of US$300,000 in exploration work on the Norma Sass and Ruf Claims, of which US$100,000 had to be incurred on or before December 4, 2003, and the balance of US$200,000 incurred on or before December 4, 2004; and (c) pay the Company 33.3% of all annual land fees, taxes, advance royalties required to keep the claims in good standing, until Goldfranchise has exercised the option. Goldfranchise failed to incur the exploration work required or to pay the Company 33.3% of all annual land fees, taxes and advance royalties under the option, and the option has since been terminated.


In January 2005, the Company announced the formation of an exploration agreement with Agnico-Eagle Mines Limited referred to as “Agnico-Eagle”(“Agnico-Eagle”).  The agreement covered ourthe Norma Sass, Blue Nugget and Lander Ranch claims. The Norma Sass agreementclaims and also included ourthe partnership with Levon.  Under the agreement, Agnico-Eagle could earn a 51% interest in the Norma Sass, Blue Nugget and Lander Ranch claims by completing at least 45,000 feet of exploration drilling and paying certain advance royalties.


Agnico-Eagle mobilized a reverse circulation drill supplied by Lang Exploratory Drilling of Elko, Nevada to the Norma Sass property on May 15, 2006.  Drilling commenced on the Lander Ranchlander ranch target area and Agnico-Eagle drilled 15,000 ft.feet in 12 to 15 holes on the Norma Sass and related properties.  In February 2007, Agnico-Eagle notified the Company that it would not be continuing its option on the Company’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities. The Company was pleased with the work done by Agnico-Eagle as they successfully showed depths to the lower plate sequence across the Norma Sass ground and extended the area of gold mineralization at Lander Ranch.


The Company currently owns a 66.6% interest in the Norma Sass and Ruf Claims, after an option agreement with Levon was amended on October 3, 2002 transferring to Levon a 33.3% interest in the Norma Sass and Ruf Claims.  Levon is a British Columbia company also engaged in the exploration of precious minerals and has three directors in common to the Company.

In September 2008, the Company entered into an exploration, development and mine operating agreement (the “Agreement”) with Barrick Gold Exploration Inc. (“Barrick”), wherein Barrick was granted the option to acquire up to a 75% interest in the Company’s and Levon’sLevon interests in the Norma Sass Property, Nevada, consisting of 36 unpatented mining claims.

     Barrick may earn a 60% interest by incurring total exploration expenditures of at least US$3 million in annual installments by December 31, 2014. Barrick may earn an additional 10% (for an aggregate interest of 70%) by incurring an additional US$1.5 million by December 31, 2015. Barrick may earn an additional 5% (for an aggregate interest of 75%) by carrying the Company and Levon through to commercial production.

15


     Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out the Company’s and Levon’s joint interest by paying US$6 million and granting them a 2% net smelter returns royalty.

Nevada.


In May 2009, Barrick announced that plans are underway to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property, Cortezproperty.

In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Trend, Nevada. Norma SassAcres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a 36-claim property immediately westreverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and wenban limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the Pipeline Mine open pit. Norma Sass was optioned to Barrick as disclosed above.

     Norma Sass’ proximity to Pipeline, offershole. These formations are the deep discovery potential Barrick is pursuing. They have completely remapped and reinterpretedmajor host rocks for the gold deposits at the Pipeline, open pit geology since their acquisition of Placer Dome,Gold Acres and have a new stratigraphic model for the host rocks and structural setting of the gold deposit.

Cortez Hills mines.


On November 3, 2010, Barrick has notified the Company that they will commenceit had terminated its option on the drilling of the planned holes in September 2009.

June Claims

Norma Sass property. The Company continues to keep claims in good standing.


34

(iv)          June Claims

In 2008, the Company announced the completion of a mineral lease with option to purchase agreement to explore, develop, and exploit six lode mining claims located in Lander County, State of Nevada (the “June Claims”). The June Claims are adjacent to the Company’s View Claims in the northwest section of its Robertson Property.  The agreement is for an initial term of 4four years in consideration of the payment of an annual rent of US$25,000, renewable in successive four year terms, provided that the rent will increase by US$5,000 every four years.  The property is subject to a royalty charge of 3% of net smelter returns (“NSR”), subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point upon notice to the Lessors.  The Company also has the exclusive right to purchase the property, subject to the NSR, for US $1,000,000US$1,000,000 upon notice to the Lessors.

Reclamation Activities

     The Company spent approximately $176,672 on reclamation and maintenance in fiscal 2009 on the Robertson Property. The Company is reclaiming past mining and exploration related disturbances to public lands as required by the Bureau of Land Management (“BLM”) and the Nevada Department of Environmental Protection (“NDEP”).

     In August 2008, SRK Consulting prepared an “Aerial Survey Ground Truthing and Revised Cost Estimate” Report for the Company, which following amendments and revisions was submitted to the BLM and NDEP in October 2008.

     The report outlined and updated results of reclamation done by the Company at the Robertson Property up to 2008.

     The BLM and NDEP replied with required changes and updates in March/April 2009 and a revised “Aerial Survey Ground Truthing and Revised Cost Estimate” was prepared by SRK Consulting on June 10, 2009 and submitted to the BLM and NDEP. The Company is awaiting acceptance of the report.

     In other reclamation activity, The Company resolved confusion concerning disturbance at Mill Gulch (in the Robertson Core area) and at the Company’s JDN claims in the Hilltop area. The BLM agreed in July 2008 that the Company is not responsible for the land disturbance at Mill Gulch. The disturbance was caused by placer gold mining activity before the Company’s involvement at Robertson.

     In the Try/View area of the Robertson Property


On March 8, 2012, the Company renewed the Notice of Intent to allow further deep drilling. The bond covering this area was increased to approximately $37,000.

     In the core area of the Robertson Property, the Company also submitted a new “Storm Water Pollution Prevention Plan” and technical report which was approved by the BLM and NDEP in June 2009.

16


     In addition the Company has authorized SRK Consulting to prepare:

     (a) Comprehensive Permit, List and Schedules (a diary of permitting requirements); and

     (b) memo of existing reclamation status and planning for further reclamation.

     During the year ended January 31, 2009, additional planned exploration activities were approved by the BLM. Accordingly, the BLM increased the amount of the required reclamation deposit to US$389,360.

Competition

     The mining industry in which the Company is engaged is highly competitive. Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company. The companies compete with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.

Dependence on Customers and Suppliers

     The Company is not dependent upon a single or few customers or suppliers for revenues or its operations.

Government Regulation

     We are subject to various federal and state laws and regulations including environmental laws and regulations. Environmental regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment. Environmental regulation also requires that facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications. Compliance with environmental regulation can require significant expenditures, including expenditures for clean up costs and damages arising out of contaminated properties and failure to comply with environmental regulations may result in the imposition of fines and penalties. We believe that we are in substantial compliance with such laws and regulations. However, such laws and regulations may change in the future in a manner which will increase the burden and cost of compliance.

     Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

Environmental Regulations

     The Company’s exploration programs in Nevada and California are subject to state and federal regulations regarding environmental considerations. All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners. The Company may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment.

17


All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations. Future legislation may significantly emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection. Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted. Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future. This may have a substantial impact upon the capital expenditures required of the Company in order to deal with such problem and could substantially reduce earnings. At the present time, the Company’s exploration activities in Nevada are in compliance with all known environmental requirements.

     The regulatory bodies that directly regulate the Company’s activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State).

C. Organizational Structure

     The Company has two wholly-owned subsidiaries, Coral Energy Corporation of California, a California corporation which holds title to the Company’s California property, and Coral Resources, Inc., a Nevada corporation, which holds title to the Company’s mining claims located in Nevada. In the 2006 fiscal year, the Company completed the purchase of 1,391,860 shares, representing 98.49% of the issued shares, of Marcus, a Nevada Corporation that owns the Marcus mining claims, consisting of 39 unpatented lode claims and two placer claims, and which comprise a portion of the Company’s Robertson Property.

D. Property, Plant and Equipment

     Presently, the Company is an “exploration stage company”, as all of the Company’s properties are currently in the exploratory stage of development. In order to determine if a commercially viable mineral deposit exists in any of the Company’s properties, further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

     The Company’s primary focus has been on the Robertson Mining Claims, in Nevada, United States.

Robertson Mining Claims, Nevada, U.S.A.

     The Robertson Mining Claims are located in Crescent Valley, Nevada on the western flanks of the Shoshone Range, 28 miles to the southeast of Battle Mountain, Nevada, which lies some 230 miles northeast of Reno, Nevada. The Robertson Mining Claims comprise approximately 11,000 acres in the Bullion Mining District, Lander County, Nevada, and currently include 724 unpatented and patented lode and placer mining claims. The Robertson Mining Claims comprise three separate claim groups known as: (i) the Core Claims; (ii) the Carve Out Claims, and (iii) the Norma Sass and Ruf Claims. as described more particularly below.

     These mining claims have been acquired over a period of several years from different sources. The entire Robertson Mining Claims are subject to a 3% net smelter royalty to Geomex Development Eighth Partnership, referred to as “Geomex 8”, which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8, and various mining leases requiring minimum annual advanced royalties ranging from 2% to 8% of net smelter returns.

     There is no underground or surface plant or equipment located on the Robertson Mining Claims.

18



19



20


(i) Robertson Property

     The Robertson Property is the subject of three technical reports dated January 15, 2004, April 25, 2006 and January 27, 2008. The first two technical reports were prepared by Robert McCusker, P.Geol. in accordance with NI 43-101, which we refer to as the “McCusker Reports”. The third and most recent report was prepared by Beacon Hill of Vancouver, British Columbia referred hereinto as the “Beacon Hill Report”. The zones included in the Beacon Hill estimate are located within the Robertson’s Core claims only. The Company’s other Claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Excluded claims (joint ventured with Cortez Gold Mines), were not part of the estimate.

Property Description and Location

     The Robertson Property is an advanced-stage gold exploration project located in eastern Lander County, Nevada, 60 miles southwest of Elko. Coral Resources, Inc., a subsidiary of Coral Gold Resources Limited of Vancouver, B.C. acquired control of the Robertson Property in 1986. The core property consists of 556 unpatented federal lode claims, mill sites, placer claims and nine patented lode claims covering over 8,500 acres of public lands administered by the BLM. The Company is record owner of 495 claims and controls an additional 61 claims through a series of mineral leases and option agreements.

     In 2001, a boundary agreement between the Company and Cortez resolved claim boundary overlaps and seniority issues along the east and south sides of the Robertson claim block. This agreement required both parties to amend and/or abandon certain claims in order to achieve the agreed upon boundary. This was completed during the 2002-2003 assessment year.

     Approximately 61 of the 495 of the claims that comprise the Robertson Property are controlled by the Company through six mining leases and option agreements. The Core Claims held by the Company under lease or option agreements require minimum advance royalty payments and production royalties in the event of production. Total annual payments for the various leases and minimum advance royalties are US$36,000.

     A summary compilation of the terms of these agreements are presented in the table below:

Mining Lease and Option Agreements

Advance
Number ofProductionRoyalty
Company/DateClaimsOption PaymentRoyaltyPayment
Tenabo Gold Mining Co.
Nov. 30, 197513$2M8% NSR$12,000/yr
Northern Nevada Au, Inc.
Sept. 30, 198612$ -4% GSR$9,600/yr
Albany Gold Corp.
(Geomex)All$1.25M3% NSRNil
Mauzy, et al
Apr. 21, 198936$1.5M2% NSR$14,400/yr

     Annual federal rental fees of US$81,760, payable to the BLM, and Notice of Intent to Hold Mining Claims have been filed for the 2009-2010 assessment year.

Environmental Liabilities

     In 1988-89, the Company operated a small open pit gold mining operation and heap leach facility on the Robertson Property. The resulting disturbances include three small open pit mines, waste dumps, haul roads, drill roads, open drill holes, and a 350,000 ton heap leach facility and related recovery plant. In 1994, a reclamation plan was prepared by Amax Gold Exploration Inc., referred to as “Amax”, and submitted to the Battle Mountain office of the BLM.

21


The cost to perform the reclamation of the Robertson mine site was estimated at that time to be US$2,000,000. In 2001, the Company began reclamation activities which were accelerated in 2002, with the recontouring of waste dumps, reclamation of the leach pad, haul roads and the filling of all open drill holes. As a result of this activity, in June 2003, the BLM reduced the bonding requirements for the project to US$406,000.

     In March 2003, on behalf of the Company, SRK Consulting submitted a final plan for permanent closure with the BLM and NDEP. The closure plan was approved by both agencies. As a result of this work, during 2004 the BLM lowered the bonding requirements to $226,205. The Company currently maintains a required performance bond with the Nevada State Office of the BLM in the amount of US$389,360. The Company is working with the BLM and the United States Department of Interior in efforts to further reduce the bond.

Permitting

     In 2002, the Company submitted and was granted a five year renewal of Water Pollution Control Permit (NEV60035) by the NDEP for the Robertson Property. In addition, the Company continues to conduct reclamation and exploration activities under a Plan of Operation (NV067688) approved in 1989 by the BLM.

     During 2000 through 2003, no exploration activity was conducted on the Robertson Property. However, during that period a significant amount of surface reclamation was completed on the property. As a result, new exploration activities in reclaimed areas will require submission and approval of an Amendment to the Plan of Operation. Additionally, theNational Historic Preservation Actrequires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance. Much of the Robertson Property has been previously cleared under various surveys conducted by Amax. Recent and planned future exploration activities by the Company have moved outside the area covered by previous archeological surveys. It is possible that future exploration will experience delays in receiving approval because additional surveys will be required by state and federal agencies.

     During 2004 through 2006, the Company conducted exploratory drilling under a series of amendments to the Plan of Operation which were approved by the Battle Mountain office of the BLM and NDEP. The 2007 deep drilling was conducted under a Notice of Intent as the proposed drilling activities were outside the area covered by the Plan of Operation. In November 2007, the Company submitted a consolidated Plan of Operations which was approved by the BLM and NDEP in April 2008.

     There are no known environmental or threatened and endangered species issues at the Robertson Property that would provide grounds for denial of approval of an Amended Plan of Operation.

History and Exploration

     The Robertson Property is located in the Tenabo area, a sub-district of the Bullion mining district. Historic lode mining in this district dates from 1905 and placer gold was discovered in many of the dry washes in the Tenabo area in 1916. Between 1937 and 1939, a small dragline dredge and washing plant operated in the district, and a dredge was reported by Humphrey to be operating in lower Mill Gulch in 1945.

     During 1966 through 1970, a number of companies explored the district in search of porphyry copper-style mineralization. In 1968, while drilling a series of shallow rotary holes near the Gold Pan mine, Superior Oil discovered a small, but relatively high-grade zone of gold at shallow depths in what is now known as the Gold Pan zone. However, with additional drilling, Superior Oil quickly lost interest in the district. They were soon followed by a number of mainly Vancouver-based junior mining companies, including Placer Development (1974-75), Teck Corporation (1977), Aaron Mining Ltd. (1975-86), and E & B Exploration Ltd. (1980-81), all of which sporadically explored the Tenabo area with limited success. A summary of the drilling completed by these companies prior to the Company’s involvement (1986) is presented in the table below:

22


Summary of Pre-Coral Drilling Activities at Robertson Property

 Date ofNumber and Type ofDrill 
CompanyActivityHoles DrilledFootage(ft)Target
Superior Oil1968-7092 Conv. Rotaryc. 32,000Gold Pan
Placer Development1973-7423 Conv. Rotaryc. 3,500none
Teck Corporation1977Nonenonenone
Aaron Mining Ltd.19777 Conv. Rotaryc.300Gold Quartz
E & B Exploration Ltd.1980-81148 Rev. Circulation30,807Gold Pan
Totals 27066,607 

     Modern open pit mining and heap leaching began as early as 1974, when Aaron Mining Ltd., referred to as “Aaron”, initiated a pilot leach operation on the Robertson Property. From 1978 through 1980, Aaron expanded its leaching operations and continued exploration and acquiring claims in the district.

     In 1986, the Company acquired Aaron’s interest in the Robertson Property and immediately began a series of major drilling programs beginning in 1986 and continuing until 1989. Mining operations on the Robertson Property commenced in 1988, but were suspended less than one year later. During the operating life of the Robertson Property mine, approximately 350,000 tons of low-grade material was placed on leach pads from which about 6,200 ounces of gold were recovered.

     During 1986 through 1989, the Company completed approximately 380 reverse circulation drill holes and seven diamond drill holes, totaling about 109,377 ft. Much of this drilling was focused in four resources areas including the Gold Pan, Gold Quartz, Gold Quartz extension (also called Gold Quartz West) and the Triplet Gulch areas. The purpose of this drilling was to determine the limits and continuity of mineralization within these zones. Nearly all of the reverse circulation holes were drilled vertically to an average depth of about 300 ft.

     During the later stages of the exploration program, the Company completed two “deep” reverse circulation holes that reached depths of 1,400 ft and 1,810 ft, respectively. In addition to resource definition, the Company also embarked on a program of district-wide exploratory and follow-up drilling of numerous surface anomalies.

     In 1990, the Company and Amax entered into an amended and restated option and earn-in agreement in which Amax could earn a 60% interest in the Robertson Property by producing a bankable feasibility study. From 1990, until Amex withdrew from the venture in 1996, Amax completed an exploration program that included drilling 338 reverse circulation holes and 62 diamond drill holes, totaling over 176,000 ft.

     In 1998, Cortez, entered into an option and earn-in agreement with the Company in which Cortez could earn a 70% interest in the Robertson Property by producing a bankable feasibility study. The focus of Cortez’s exploration was to expand the 39A zone and test a number of outlying targets. During 1999, Cortez completed 46 reverse circulation drill holes and a single flood rotary hole, totaling 57,000 feet. Of the 13 holes directed at expanding the 39A zone, only two holes, 99401 and 99413, encountered significant mineralization. This drilling program did little to expand the resource. Of the remaining holes drilled by Cortez, only two holes (99406 and 99419) encountered significant mineralization. Both holes were designed to offset and/or follow up existing drill intersections and surface gold anomalies.

     After completing this drilling program, Cortez declared its interest in renegotiating the terms of the Option Agreement with the Company. When the Company declined, Cortez subsequently terminated the Option Agreement on December 30, 1999, and did not earn an interest in the Robertson Property.

     During 2004 and 2005, the Company conducted three drilling programs consisting of 32 reverse circulation holes totaling 24,020 ft on the Robertson Property. The focus of this exploration was to expand and further define the 39A Zone, test the “deep” Gold Pan Zone for extensions of the 39A Zone and offset previous ore-grade intersections in the “distal target area”.

23


     The Phase I and Phase II drilling programs in 2006 totaled 35,615 ft of reverse circulation drilling in 46 holes. Depths ranged from 450 ft to 1,500 ft. Due to the relatively flat-lying nature of mineralization at Robertson, all holes were drilled vertically.

     The 2007 deep drilling program on the Robertson Property encountered Carlin-type mineralization, locally with strongly anomalous gold values, in the lower plate of the Robert Mountains thrust fault. The program consisted of two flooded reverse circulation drill holes totaling 6,450 ft.

     In 2008, the Company entered into a contract for 37,600-feet of reverse circulation drilling on the Company’s 100% owned Robertson property at Crescent Valley, Nevada. The agreement, signed with Lang Exploratory Drilling of Salt Lake City, Utah, began in April following permit approval from the BLM.

     In Phase I, the Company drilled 52 reverse circulation holes and Phase II included 11,000 ft of diamond drilling.

     Both Phase I and Phase II were aimed at expanding and upgrading Robertson’s 2.3 million-ounce inferred resource. In February 2008, Beacon Hill reported the Robertson resource, to date situated in a small portion of the property, had increased by more than 110% from the previous calculation. The updated resource was calculated from work completed in 2006 and 2007. With the 2008 drilling, the Company hoped to upgrade a significant portion of the inferred resources into the measured and indicated categories.

     The reverse circulation drilling of Phase I ranged in depth from 500 to 1,200 ft. The work was focused on key, shallow-lying zones locally exposed on surface and also potentially in an open pit mining configuration. Some of the new resources remained open to expansion on strike and at depth.

     The planned 21 diamond drill holes of Phase II ranged from 300 to 1,000 ft in depth. Phase II drilling would:

     1) provide geological data on the controls of mineralization; 
     2) provide geotechnical data for RQD (“Rock Quality Designation”) and specific gravity; 
     3) help confirm grade and continuity; and 
     4) provide material for metallurgical testing.

     The Company continued to reevaluate all past Robertson exploration data and apply some new insights into gold controls in the Cortez Gold Trend, preparing for the 2008 resource expansion drilling.

     To help derive exploration priorities to expand the current resource with the 2008 drilling campaign, a series of in-house, draft open pit shapes had been modeled around the 2008 NI 43-101 compliant inferred resource.

     The inferred resource estimate of 2.3 million ounces of gold grading 0.0250 oz/ton (0.870 g/tonne was announced in February 2008 and a NI 43-101 compliant report is posted on the Company’s website for review athttp://www.coralgold.com/i/pdf/Robertson43-101Final.pdf. The information contained in the Company’s website does not form part of this Annual Report.

     The loosely constrained open pit shapes were calculated at the posted resource cut off grades, for gold prices that range from $600 to $2000 per ounce gold. For simplicity, off site toll milling was considered and loosely estimated Nevada operating costs were used to produce non engineered, simple and idealized open pit shape alternatives. The point of the exercise is not to mimic or consider production alternatives, but provide semi quantitative exploration insight into where added resources might be most effective in any future open pit alternatives.

     In February 2009, the Company completed its reverse circulation drilling program at the Robertson Property in Crescent Valley, Nevada, USA.

24


     The program totaled 22,835 ft of drilling in 33 vertical holes which ranged in depth from 500 to 1200 ft. The holes were located on the Altenburg Hill, South Porphyry, 39A and Distal zones in order to increase the gold resource in these zones. Hole locations can be viewed in maps on the Company’s website atwww.coralgold.com. The information contained in the Company’s website does not form part of this Annual Report.

Geological Setting

     Geologically, the Robertson Property consists of a series of relatively flat-lying, vertically stacked thrust sheets that form part of the Roberts Mountain allochthon, which is composed of siliciclastic rocks of Ordovician through Devonian age. The district is dominated by a very thick sequence of middle to late Devonian Slaven Chert composed mainly of argillite, chert, lesser siltstone and shale, and minor intermediate volcanic rocks. Structurally overlying the Slaven Chert along the north and east sides of the district are a sequence of rusty brown weathering siltstone, sandstone and very minor limestone of the Silurian Elder Sandstone.

     Intruding the thick Paleozoic sequence is an elliptical-shaped, composite granodiorite stock (or lacolith) of Eocene age. The orientation of the principal axis of the stock is approximately east-west. Associated with it are numerous dikes, sills and plugs that vary in composition from diorite, the earliest known intrusion, to rhyolite, the latest. Most of the identified gold resources, including the Porphyry, Gold Pan and 39A zones, lie along or near the northern contact of the composite stock. A series of narrow and laterally continuous (up to 1,600 ft) intrusive “pebble” dikes extend northward from the northern contact of the granodiorite stock. Near contacts with the Tertiary intrusions, many of the sedimentary and volcanic rocks, and early phases of the stock, have undergone significant thermal metamorphism, intense recrystallization, bleaching and pervasive metasomatism. Many of these rocks have been converted to layered sequences of biotite, “quartz” and calc-silicate hornfels, marble, exoskarn and endoskarn.

     Mineralization at the Robertson Property is strongly controlled by a system of low and high-angle faults and related fracture zones. Less commonly, brecciation associated with axial plane shear zones developed in isoclinal folds are also important hosts for mineralization, locally. Although individual structures host ore-grade gold, higher grades commonly occur where one or more structures intersect.

Deposit Types and Mineralization

     The Company has been focusing its exploration activities on four zones localized along the northern contact of the Tenabo stock forming the general east-west trend. These zones are the Porphyry, Gold Pan, Altenburg Hill and 39A zones. The Porphyry, Gold Pan and Altenburg Hill zones occur in highly fractured hornfels and skarn units at the contact of the granodiorite stock, whereas the 39A zone is localized at the intersection of two high-angle faults in retrograde-altered hornfels.

     The following is a summary of the main minerals identified at the Robertson Property:

Native goldNative silverElectrumPyrite
PyrrhotiteMarcasiteArsenopyriteStibnite
ChalcopyriteSphaleriteGalenaBournonite
AcanthiteLoellingiteGersdorffiteTetradymite
PetziteHessiteHedleyiteTellurobismuthite
AltaiteTetrhedriteBorniteChalcocite
CovelliteDigeniteNative copperCuprite
ChysocollaAzuriteGoethiteMagnetite
HematiteIllmeniteScorodite

Mineral Resource Estimates

     In late 2005, an independent third party was contracted by the Company to undertake a Preliminary Assessment of the currently defined mineral resources at the Robertson Property. The results of this study are reported in a NI 43-101 compliant technical report dated April 25, 2006 prepared by R. T. McCusker entitled “Update of the Geological Report on the Robertson Property”.

25


The purpose for this study was to update the 2001 resource estimate, include results from the 2004-2005 drilling programs in the estimate and examine the effect of higher gold price on the economics of the existing resources. The mineral resource estimates of the Porphyry and combined 39A/Gold Pan Zones were conducted by an independent third party and a qualified person pursuant to NI 43-101. The Altenburg Hill and distal Target inferred mineral resources were estimated by R. T. McCusker, a qualified person pursuant to NI 43-101. A summary of the mineral resources estimated to be present on the Robertson Property are presented in the following table:

 Measured mineral resourcesIndicated mineral resourcesTotal measured and indicatedInferred mineral resources
 ShortGoldContainedShortGoldContainedShortGoldContainedShortGold 
 tonsGradeozstonsGradeozstonsGradeozsTonsGradeContained
Zone(000s)(oz/ton)(000s)(000s)(oz/ton)(000s)(000s)(oz/ton)(000s)(000s)(oz/ton)ozs (000s)
Porphyry(1)10,6000.0202122,1000.0183712,7000.020249   
39A/Gold Pan(2)   10,2000.04445010,2000.0444504,9000.039192
Altenburg Hill(1)         3,5000.01863
Distal Target(3)         1,0080.178179
Total10,6000.02021212,3000.04048722,9000.0316999,4080.046434

(1)

Estimates calculated using a 0.010 oz Au/t cutoff grade.

(2)

Estimates calculated using a 0.015 oz Au/t cutoff grade.

(3)

Estimates calculated using a 0.05 oz Au/t cutoff grade.

     It should be noted that the resource classifications applied by an independent third party and R. T. McCusker conform to the Canadian Institute of Mining, Metallurgy and Petroleum definitions for measured, indicated and inferred mineral resources, respectively, pursuant to usage under NI 43-101. Further, it should also be noted that mineral resources that are not mineral reserves do not have demonstrated economic viability.

     In 2007, Beacon Hill was commissioned by the Company to update the resource estimate on the Robertson Property. The purpose of the study was to incorporate additional drilling completed in 2006 in an updated resource estimate and to establish a program for continued development and provide a basis for a subsequent Technical Report. The final NI 43-101 compliantMineral Resource Estimate for the Robertson Property, Lander County, Nevadareport was received by the Company in February 2008. The new estimate, based on a gold price of US$600 per ounce, raised the Robertson Property inferred resource to over 2.3 million ounces of gold—an increase of 110% over the previous NI 43-101 estimate from April 2006. A portion of the oxide resources are locally exposed at the surface and are potentially in an open pit mining configuration. Some of the new resources remain open to expansion on strike and at depth.

     The zones included in the Beacon Hill estimate are located within the Robertson’s Core claims only. The Company’s other claim blocks, including Norma Sass, Lander Ranch, Ruf, Blue Nugget and the Excluded claims (joint ventured with Cortez Gold Mines), were not part of the estimate.

Cautionary Note to U.S. Investors concerning Estimates of Measured, Indicated and Inferred Resources

This section uses the terms “measured resources” and “indicated resources.” The Company advises United States investors that while those terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. United States investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

This section uses therenewal term “inferred resources”. We advise United States investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.United States investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

26


Robertson Inferred Resources 2008 (by Beacon Hill)

ZoneTonsOz/tAuOunces
Distal10,335,0410.0335346,224
39A25,010,2470.0287717,794
South Zone5,904,7130.0269158,837
Outside2,187,5000.020845,500
Gold Pan Oxide7,049,1810.0262184,689
Altenburg Hill Oxide4,558,4020.020894,815
Porphyry Oxide19,121,9270.0213 407,297
Gold Pan Sulphide12,053,2790.0208250,708
Altenburg Hill Sulphide584,0160.017610,279
Porphyry Sulphide4,480,5330.022399,916
TOTAL91,284,8400.02532,309,506

     The mineral resources in the table above were estimated using the CIM Standards on Mineral Resources and Reserves.

     This resource is compliant with NI 43-101.

Data Used for Estimate

     A total of 1,204 drill holes were supplied for the Robertson Property in Lander County, Nevada which are the combined drill holes for the Gold Pan, 39A, Porphyry, Altenburg Hill and Lower Triplet Gulch zones in addition to areas that have drilling but lie outside the main areas of interest. The drill holes within the database included collars, downhole surveys, assays, and lithology.

     Solids models of the main ore zones within the Robertson Deposit were created that encompass the Gold Pan, 39A, Porphyry, Altenburg Hill, Distal and Triplet Gulch deposit areas. The ore zones to be included within the solids model and then to be used for constraining the interpolation procedure are split into an Oxide Zone and a Sulphide Zone where sufficient data existed to do so which included the Gold Pan, 39A, Porphyry and Altenburg Hill areas. Due to its depth, the Distal zone is considered to be sulphide material.

     Approximately 200 historic core samples were analyzed for dry bulk density using the volume displacement method. Densities for both ore and waste are primarily related to lithology, argillization, calc-silicate content and sulfide content. The average density for country rock was determined to be 12.2 cu ft/ton and 15.5 cu ft/ton for alluvium (2 determinations). These are historic determinations, which appear to be located for the most part, within the Porphyry Zone however, the exact locations are not known. The relative scarcity of specific gravity data is the primary reason for the resources being categorized as inferred and it is recommended that a comprehensive program to determine localized specific gravity be undertaken for future studies.

Estimate Method

     The estimation plan includes the following items:

27


     The estimation strategy employed a minimum of four composites and a maximum of 15 with a maximum of two from any one drillhole.

     Also, an octant search was used as it aids in declustering the estimate. This means that it helps(4) years beginning on March 22, 2012 to avoid over-influence of individual drill holes or sectors being overly informed, avoiding the use of samples that clustered together and thereby redundant.March 22, 2016.  The maximum number of composites allowed in any one octant was two.

Conclusions

     It can be concluded that the Robertson Property is one of merit and is worthy of additional development work to enhance the resource base and increase the level of confidence in the resource. It is also concluded that a Preliminary Assessment be completed to ascertain the potential viability of the mineralized zones contained within the Property.

Proposed Exploration

     The Company believes that there is a potential for discovery of additional mineral resources on the Robertson Property. The Company plans to continue to explore the Robertson Property or seek third party partners for further exploration.

(ii) Carve-Out Claims, Nevada, U.S.A.

     Under the terms of an Exploration and Mining Venture Agreement dated July 11, 1997, Barrick, formerly Placer, holds an undivided 61% interest and the Company has a 39% interest carried to production in the Carve-Out Claims.

     Beginning in 1997 and continuing through 1998, Cortez conducted a series of exploratory drilling programs on the Carve-Out Claims with limited success. In 2002, the Company conducted a drilling program on the Carve-Out Claims with follow-up drilling in the immediate vicinity of existing drill holes with mixed results. To date, no significant mineral resources have been discovered on the Carve-Out Claims. However, the wide-space deep drilling has established the presence of scattered significant gold values, anomalous levels of Carlin-type trace elements, key structural components and the occurrence of a preferred host strata.

     The Company plans to rely on Cortez to further explore the property for mineral resources.

     There is no underground or surface plant or equipment located on the Carve-Out Claims, nor any known body of commercial ore.

     No further work on the Carve-Out Claims is proposed at this time.

(iii) Norma Sass and Ruf Claims, Nevada, U.S.A

     The Company currently owns a 66.6% interest in the Norma Sass and Ruf Claims, which originally were a part of the Carve-Out Claims, after an option agreement with Levon was amended on October 3, 2002 transferring to Levon a 33.3% interest in the Norma Sass and Ruf Claims. Levon is a British Columbia company also engaged in the exploration of precious minerals and has four directors in common to the Company.

     In January 2005, we announced the formation of an exploration agreement with Agnico-Eagle. The agreement covers our the Norma Sass, Blue Nugget and Lander Ranch claims. The Norma Sass agreement also includes our partnership with Levon. Under the agreement, Agnico-Eagle can earn a 51% interest in the Norma Sass, Blue Nugget and Lander Ranch claims by completing at least 45,000 ft of exploration drilling and paying certain advance royalties. At its option, Agnico-Eagle may acquire the claim leases from the underlying owners for its benefit and Agnico-Eagle shall be deemed to have earned an additional 24% interest. Agnico-Eagle will then have the option of acquiring the remaining 25% interest by producing a positive feasibility study and making a positive production decision.

28


     At the fifth anniversary and every year thereafter until production occurs, the advance royalty payment will be US$150,000 per annum. All advance royalty payments will be credited towards Agnico-Eagle’s payment of a royalty of 2.5% net smelter returns from production to the Company and Levon. Agnico-Eagle has reserved the right to purchase 1% of this net smelter returns royalty (to reduce the royalty to the Company and Levon to 1.5%) for a cash payment of US$1.0 million. The Company and Levon have agreed to share in any benefits from the agreement with Agnico-Eagle in proportion to their current respective interests in the Norma Sass Property.

     In February 2007, Agnico-Eagle Mines Ltd. notified the Company that it would not be continuing its option on Company’s Norma Sass, Lander Ranch and Blue Nugget properties because of other corporate priorities. The Company was pleased with the work done by Agnico-Eagle. They successfully showed depths to the lower plate sequence across the Norma Sass ground and extended the area of gold mineralization at Lander Ranch. The Company is reviewing results of Agnico-Eagle’s exploration programs in order to plan further work.

     In September 2008 the Company entered into an exploration, development and mine operating agreement with Barrick, wherein Barrick is granted the option to acquire up to a 75% interest in the Company’s and Levon interests in the Norma Sass Property, Nevada, consisting of 36 unpatented mining claims.

     Barrick may earn a 60% interest by incurring total exploration expenditures of at least US $3 million in annual installments by December 31, 2014. Barrick may earn an additional 10% (for an aggregate interest of 70%) by incurring an additional US $1.5 million by December 31, 2015. Barrick may earn an additional 5% (for an aggregate interest of 75%) by carrying the Company and Levon through to commercial production.

     Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out the Company’s and Levon’s joint interest by paying US $6 million and granting them a 2% net smelter returns royalty.

     In May 2009, Barrick announced that plans are underway to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property, Cortez Gold Trend, Nevada. Norma Sass is a 36-claim property immediately west of the Pipeline Mine open pit. Norma Sass was optioned to Barrick as mentioned in the above paragraph.

     There is no underground or surface plant or equipment located on the Norma Sass and Ruf Claims, nor any known body of commercial ore.

(iv) June Claims

     The Company announced the completion of a mineral lease with option to purchase agreement to explore, develop, and exploit six lode mining claims located in Lander County, State of Nevada (the “June Claims”). The June Claims are adjacent to the Company’s View Claims in the northwest section of its Robertson Property. The agreement is for an initial term of 4 years in consideration of the payment of an annual rent of US$25,000, renewable in successive four year terms, provided that the rentpayment under this agreement will increase by US$5,000 every four years. The property is subject to a royalty charge$5,000 for an aggregate annual rental payment of 3% of net smelter returns (“NSR”), subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point upon notice to the Lessors. The Company also has the exclusive right to purchase the property, subject to the NSR, for US $1,000,000 upon notice to the Lessors. $30,000.


No further work on the June Claims is proposed at this time.


(v)           JDN Claims, Nevada, U.S.A. (formerly known as the JD Mining Claim)


On December 16, 1986, the Company acquired six mining claims on 550 acres of land near Crescent Valley (Lander County),Lander County, Nevada for US$10,000.  Several claims were added in 1987 (from the JD Group).  The Company located an additional 28 unpatentedJDN claims consisting of 27 potential lode mining claims covering some 30totaling 560 acres in May 1996 and acquiredare a 100% interest by stakingre-staking of the “JDN Claims”.original JD claims. The JDN Claims are located approximately three miles north of the Robertson Mining Claims.

29


In 1987, geological mapping was conducted.  In fiscal year 1994, the Company optioned a 50% interest in the JDN claims to Mill Bay Ventures Inc., formerly First International Metals Corp., referred to as “Mill Bay”, a company with two directors in common to the Company, for $10,000 and an initial installment of 50,000 common shares of Mill Bay.  On February 5, 1997, Mill Bay exercised the option by issuing to the Company an additional 50,000 common shares and completion of specified exploration work.


Access to the JDN Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 102 kilometers to the community of Crescent Valley and then an additional 18 kilometers on a gravel access road from the community of Crescent Valley.  A four-wheel drive vehicle is usually necessary to access all roads on the property.  As of fiscal year 2001, the Company has written down the JDN Claims to a nominal value.  There is no underground or surface plant or equipment located on the JDN Claims, nor any known body of commercial ore.


(vi)          C-EagleEagle Claims, Nevada, U.S.A.

     In 1987, the Company acquired a 100% interest in the C-Eagle Claims.


The C-EagleEagle Claims consist of 1545 lode mineral claims, and are located at Corral Canyon, in Lander County, Nevada, approximately 16 kilometers north-northwest of Placer’s Cortez gold mine and comprisescomprise a total of approximately 646 acres.  The C-EagleEagle Claims are approximately three miles west of Crescent Valley, Nevada, and approximately 18 miles southeast of Battle Mountain, Nevada.  Access to the C-EagleEagle Claims from Elko, Nevada, a regional mining supply center, is via Highways 80 and 306, a distance of approximately 90 kilometers and then an additional 13 kilometers on a gravel access road from the community of Crescent Valley.  A four-wheel drive vehicle is usually necessary to access all roads on the property.


The C-EagleEagle Claims are subject to a 3% net smelter royalty to Geomex 8, which royalty shall cease at such time as the sum of US$1,250,000 has been paid to Geomex 8.


In fiscal year 1994, the Company optioned a 50% interest in these claims to Levon for $10,000 and 100,000$100,000 Levon common shares.  During 1996, Levon exercised its option and holds a 50% interest in the C-EagleEagle Claims with the Company.  During fiscal year 2000, no substantial work at the C-Eagle Claims was conducted and as of fiscal year 2001, theThe Company has written down the C-EagleEagle Claims to a nominal value.  There is no underground or surface plant or equipment on the C-EagleEagle Claims, or any known body of commercial ore.


35

(vii)        Ludlow Property, California, U.S.A.


The Company owns certain mining property consisting of approximately 128 acres in San Bernardino County, California, referred to as the “Ludlow Property”.  The purchase price for the Ludlow Property was $28,187, and as of January 31, 2000, the Company expended $36,885 on exploration costs.  The property is located approximately six miles south of Ludlow, California, and is readily accessible by dirt road from Ludlow.  Ludlow lies at the western junction of U.S. Highway 40 and Route 66.  Old wagon roads allow any part of the property to be reached by an easy walk.  The Ludlow property has previously been explored as evidenced by trenches, pits and shallow shafts and adits.  The only recorded data relating to previous exploration applies to the Baghdad-Chase Mine which lies approximately two kilometers to the south of the Ludlow Property.


There has been no underground exploration or development work done on the claims by the Company other than geochemical soil sampling and, to the Company’s knowledge, there is no record of the previous work carried out on the claims as indicated by the evidence of trenches, pits and shallow shafts and adits that are located thereon. No exploration work has been performed on the property for the past five fiscal years.  In order to keep the mining title to the Ludlow Property in good standing, the Company is required to pay property taxes.  As of fiscal year 2001, theThe Company wrotehas written down the Ludlow Property to a nominal value.  There is no surface or underground plant or equipment on the Ludlow Property, nor any known body of commercial ore.


Item 4A. Unresolved Staff Comments

Not Applicable.
Item 5.  Operating and Financial Review and Prospects


The following discussion and analysis of thefinancial condition and results of operations results and financial position of the Company for the years ended January 31, 2009, 2008 and 2007 should be read in conjunction with the January 31, 2009 Consolidated Financial Statementsinformation contained in the annual audited consolidated financial statements and the notes thereto.

30


     Thethereto included in this annual report on Form 20-F. Such discussion and analysis is based upon our annual audited consolidated financial statements are prepared in accordance with Canadian GAAP which has several notable differences from US GAAP. Canadian GAAP permits the deferral of acquisitionInternational Financial Reporting Standards (‘‘IFRS’’).


For all periods up to and exploration costs, subject to periodic adjustments for impairment, whereas US GAAP requires that such costs be expensed in the period incurred. In addition, US GAAP requires investments available for sale to be recorded at fair market value with unrealized gains or losses recognized as part of comprehensive income (loss) unless a decline in value is considered to be other than temporary. Effective for fiscal January 31, 2008 the Canadian GAAP treatment is the same, however in fiscal January 31, 2007 such investments were recorded in accordance with Canadian GAAP at the lower of cost and market; long-term investments in marketable securities are written down to market when impairment is considered other than temporary, in which case the written-down value becomes the new cost base, and the impairment is charged to operations. See Note 18 to the financial statements which sets out a reconciliation between Canadian and US GAAP.

Overall Performance

     The following is a summary of significant events and transactions duringincluding the year ended January 31, 2009:

Robertson Property, Nevada

Core Area

  • 2011, we prepared our consolidated financial statements in accordance with Canadian generally accepted accounting principles (‘‘Canadian GAAP’’). The Company doubled the inferred gold resource to over 2.3 million ounces in late 2007. This new calculation was based on 91,284,800 tons grading 0.025 oz Au/ton using a gold price of US$600/oz and a cutoff grade of 0.015 oz Au/ton. (Details are available in our February 11, 2008 news release). Later in 2008, the Company also completed 22,385 feet of reverse circulation drilling in 33 vertical holes, partially extending the areas of mineralization in several zones. Highlights of the drill program included Hole #CR08-13, which intersected 100 feet grading 0.075 oz Au/ton and included 25 feet grading 0.17 oz Au/ton. Complete drill results and program details are available in the Company’s news release issued February 4, 2009. The 2008 drilling program has not as yet been incorporated in the Company’s current resource figures.

  • Deep drilling in 2007 encountered Carlin-type geochemistry including gold in the important lower plate host rocks for Carlin-type structure beneath the Roberts Mountains thrust fault. The gold intercepts indicate a Carlin type system in Lower Plate rocks on a western part of the property. Follow up mapping, rock sampling and infill gravity surveys in 2008 lead to the Company’s identification of a new lower plate target zone that extends from the coral deep hole, 2 km to the south. The West Deep Carlin-type target adds significant discovery potential to the Robertson Property for a world-class gold deposit. The target zone lies north of the Pipeline Mine open pit along a projected mineralized fault and fracture system that controls gold within that deposit. Considerably more drilling on the Robertson West Deep target is warranted. While the Company would prefer to continue drilling and expanding these targets in 2009, the Company must wait and see what unfolds in the equity markets and regarding its ability to raise additional exploration capital.

A. Results of Operations

Twelve months ended January 31, 2009 compared with the twelve months ended January 31, 2008

General and administrative expenses

     General and administrative expenses totaled $2,516,862annual audited consolidated financial statements for the year ended January 31, 2009 compared2012 are our first annual consolidated financial statements that have been prepared in accordance with $1,359,172IFRS as issued by the International Accounting Standards Board (‘‘IASB’’) and IFRS 1, First Time Adoption of International Financial Reporting Standards.


We have prepared the annual audited consolidated financial statements that comply with IFRS as described in the accounting policies in Note 2 of our annual audited consolidated financial statements. In preparing the annual audited consolidated financial statements, our opening statement of financial position was prepared as of February 1, 2010, our date of transition to IFRS. Note 18 in the annual audited consolidated financial statements explains the principal adjustments we made in restating our Canadian GAAP statements of financial position as of February 1, 2010 and January 31, 2011 and our Canadian GAAP consolidated statements income and comprehensive income for the year ended January 31, 2008, an increase2011.
A.  Results of $1,157,690. The current year had decreases of $324,141 in legal and accounting fees, $51,076 in listing and filing fees, and $29,490 in management fees. Cost items that increased were $1,459,017 in stock based compensation, $26,320 in consulting fees, $26,233 in travel, $24,690 in salaries and benefits, $13,917 in office and miscellaneous, and $11,098 in investor relations and shareholder information.

31


     The increase in consulting fees during fiscal 2009 was attributable to the addition of a consultant. The increased expense in investor relations and travel come from a contract with an investor relation firm engaged earlier in the fiscal year. The significant higher legal and accounting fees in the prior year were resulting from the title search of the Robertson Property during the year. As discussed above, the increase in stock-based compensation was due the extension of expiry dates of warrants. Listing and filing fees decreased during the yearOperations


Year ended January 31, 2009 with less activity in this area while there were private placement and a share split in the prior year. The management fees declined during the year because of the elimination of payment to a former executive officer.

Loss for the year

     The loss for the year ended January 31, 2009 was $3,746,165 compared with a loss of $1,319,185 for the year ended January 31, 2008, an increase of $2,426,980. In addition to the increase in general and administrative expenses, there was a future income tax expense of $533,297 and a foreign exchange loss of $765,770, which primarily related to the future income tax calculation. Interest income also decreased by $95,240 due to a lower cash balance. During the year ended January 31, 2008, there was also a write-down of $24,029 in advances receivable whereas this did not occur in the year ended January 31, 2009.

Twelve months ended January 31, 2008 compared with the twelve months ended January 31, 2007.

General and administrative expenses

     General and administrative expenses totaled $1,359,172 for the year ended January 31, 2008 compared with $1,983,965 for the year ended January 31, 2007, a decrease of $624,793. The year ended January 31, 2008 had decreases of $98,995 in consulting fees, $50,000 in directors fees, $43,640 in legal and accounting, $38,368 in office and miscellaneous, $438,163 in stock-based compensation and $14,378 in travel. Cost items that increased were investor relations and shareholder information by $8,988, listing and filing fees by $30,346, management fees by $2,275 and salaries and benefits by $17,287.

     Legal and accounting fees, consulting fees, office and miscellaneous and directors fees were all higher in the year ended January 31, 2007as a result of the due diligence in connection with a buyout offer and a mineral property review and title search of the Robertson Property. In addition to requiring U.S. based legal services for these activities, there were such items as special committee fees for the directors, liability insurance and financial advisory services whereas these costs were much less or were not incurred in the year ended January 31, 2008.

     Listing and filing fees were higher in the year ended January 31, 2008 because of the fee associated with performing the 3-for-1 common share split. Salaries and benefits were higher due to an increase in personnel to handle marketing, accounting, and administrative demands.

Loss for the year

     Loss for the year ended January 31, 2008 was $1,319,185 compared with a loss of $2,528,614 for the year ended January 31, 2007, a decrease of $1,209,429. The primary reasons for the decrease in the loss for the year ended January 31, 2008 were the decreased administrative expenses of approximately $624,793 and a foreign exchange gain of $519,722. Interest revenue also increased from $144,422 in the year ended January 31, 2007 to $165,004 for the year ended January 31, 2008, a difference of $20,582. In addition, write-down of advances receivable decreased by $42,091 for the year ended January 31, 20082012 compared with the year ended January 31, 2007.2011.

Operating and administrative expenses

Operating and administrative expenses were $772,587 for fiscal 2012 compared with of $1,276,817 for fiscal 2011, a decrease of $504,230. Decreases in administrative and operating costs include $495,918 in share-based payments, $118,636 in investor relations and $14,572 in travel costs. Share-based payments expense decreased during the current year as no new options were granted. Lower expenses in investor relations in fiscal 2012 were due to a six-month marketing program that was completed in fiscal 2011. Offsetting the decreases were increases in salaries of $37,490 due to more personnel and therefore higher salary and benefits costs. There was also an increase in office and miscellaneous expenses of $32,752 relating to moving the Company’s head office which resulted in higher rent and general overhead costs.
36


Loss for the year

The loss for fiscal 2012 was $773,813 compared with a loss of $1,559,781 for fiscal 2011, a decrease of $785,968. The decrease of $785,968 was primarily due to a decrease in operating and administrative expenses of $504,230 as noted above. In addition to the decreases in operating and administrative costs were decreases in other income items. During fiscal 2012 there was an increase in foreign exchange gains due to fluctuations in foreign exchange rates. During the year ended January 31, 2007, therefiscal 2012 the Company recorded a gain in foreign exchange of $1,281 as compared to a foreign exchange loss of $14,662 in fiscal 2011. Deferred income tax expense was a write down of investments of $28,657 whereas this did not occur$31,291 for fiscal 2012 compared to $290,956 for fiscal 2011. The deferred tax expense arises due to differences in the year ended January 31, 2008.

carrying values of assets and liabilities and their tax values and the Company’s ability to utilize any of its deferred income tax assets to offset the deferred income liability.


Currency Fluctuations

The Company’s currency fluctuation exposure is primarily to the U.S. Dollar. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company’s foreign currency fluctuation risk.  Fluctuations in and among the currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

B.  Liquidity and Capital Resources

     During year ended January 31, 2009, the Company incurred expenditures that increased the mineral property carrying value on the Robertson Property by $1,683,612. At this time,


Currently, the Company has no operating income but is earning interest income on its entire cash holdings.

32


Historically, the Company has funded its operations through equity financings and the exercise of options and warrants.


During fiscal 2012 the Company incurred exploration expenditures that increased its mineral property carrying value on the Robertson Property and Ruff and Norma Sass Property by $1,129,018 and $5,770 respectively. At January 31, 2009,2012, the Company had working capital of $959,419$1,166,633 and cash and cash equivalents of $1,332,316. During$1,314,494.

Management believes the year ended January 31, 2009, the Company had cash proceeds of $59,920 from the exercise of 107,000 stock options.

     The Company has sufficient cash on hand at this time to finance limited exploration work on its mineral properties and maintain administrative operations. The Company is in the exploration stage. The investmentsinvestment in and expenditures on the mineral propertiesproperty comprise substantially all of the Company’s assets. The recoverability of amounts shown for its mineral property interestsinterest and related deferred costs are dependent upon the continued support of its directors, the discovery of economically recoverable reserves and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time and the Company may never achieve profitable operations.

time.


Mineral exploration and development is capital intensive, and in order to maintain its interests the Company will be required to raise new equity capital in the future. There is no assurance that the Company will be successful in raising additional new equity capital.

C.  Research and Development, Patents and Licenses, etc.

     As the


The Company is a mineral exploration company with no research and development the information required by this section is not applicable.

policies.


Refer to Part I Business overview for a summary of our exploration activities.

37

D. Trend Information


As at the time of filing this Annual Report and as otherwise disclosed in this Annual Report, the Company is not aware of any specific trends, uncertainties, demands, commitments or events that are reasonably likely to have a mineralmaterial effect on the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. Many factors that are beyond the control of the Company can affect the Company’s operations, including, but not limited to, the price of minerals, the economy on a global scale, land and exploration company with no currently producing properties,permitting, and the information required by this section is not applicable.

appeal of investments in exploration companies. The appeal of exploration companies as investment alternatives could effect the liquidity of the Company and thus future exploration, development and financial conditions of the Company. Other factors such as retaining qualified mining personnel and contractor availability and costs could also impact the Company’s operations.

E.  Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements.

F.  Tabular Disclosure of Contractual Obligations

As of January 31, 2012, the Company had the following contractual obligations:
Payment due by period
Total<1 year1-3 Years3-5 YearsMore than 5 years
-
Total$-$-$-$--

The Company has no contractual obligations.

a cost-sharing agreement to reimburse Oniva (a related Company) for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-month’s notice by either party.


G.  Safe Harbor

     Certain statements in this Annual Report, including those appearing under this Item 5, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Additionally, forward-looking statements may be made orally or in press releases, conferences, reports, on our website or otherwise, in the future, by us or on our behalf. Such statements are generally identifiable by the terminology used such as “plans”, “expects”, “estimates”, “budgets”, “intends”, “anticipates”, “believes”, “projects”, “indicates”, “targets”, “objective”, “could”, “may”, or other similar words.

     The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, among others: market prices for metals; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which we carry on business, especially economic slowdown; actions by governmental authorities including increases in taxes, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts; and the other factors discussed in Item 3 Key Information – “Risk Factors”, and in other documents that we file with the SEC. The impact of any one factor on a

33


Not Applicable
38

particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available. In that regard, any statements as to future production levels; capital expenditures; the allocation of capital expenditures to exploration and development activities; sources of funding of our capital program; drilling; expenditures and allowances relating to environmental matters; dates by which certain areas will be developed or will come on-stream; expected finding and development costs; future production rates; ultimate recoverability of reserves; dates by which transactions are expected to close; cash flows; uses of cash flows; collectability of receivables; availability of trade credit; expected operating costs; expenditures and allowances relating to environmental matters; debt levels; and changes in any of the foregoing are forward-looking statements, and there can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.

     Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.

     Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The foregoing statements are not exclusive and further information concerning the Company, including factors that could materially affect its financial results, may emerge from time to time. The Company does not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Item 6.  Directors, Senior Management and Employees


A.  Directors and Senior Management


The following is a list of the Company’s directors and officerssenior management as of July 31, 2009.at June 14, 2012.  The directors were re-elected by the Company’s shareholders on June 26, 2009 and are elected for a term of one year which term expires at the election of the directors at the next annual meeting of shareholders.

  This year’s annual meeting will be held on July 16, 2012.

Name
Position HeldPrincipal OccupationDirector/Officer Since
Louis WolfinChief Executive OfficerMining Executive;July 1990
and DirectorChairman and Director of
 Bralorne Gold Mines Ltd.,
Position Held
 Director of Avino Silver &
Principal Occupation
 Gold Mines Ltd., Chief
Executive
Director/Officer and
Director of Levon
Resources Ltd. and Director
of Cresval Capital Corp.Since
    
Lloyd AndrewsLouis WolfinChairman and DirectorMining Executive; Director of Avino Silver &Cresval Capital Corp.September 1997July 1990
  Gold Mines Ltd.
Ronald AndrewsDirector
Director of Berkley Resources Inc. and theNorth Coast Live Insurance Company.   Owner and operator of Andrews Orchards
 January  2010
  Company.
    
Chris SampsonVice President Exploration and DirectorDirector and Vice PresidentJanuary 1996
Exploration and DirectorExploration of the Company;
Professional Engineer,
Director of Sego Resources
Ltd. Ltd.January 1996
    
David Wolfin(1)
Director, President &
Chief Executive Officer
Director, President and PresidentDirectorCEO of the Company; Director of Bralorne Gold Mines Ltd. and Berkley Resources Inc.; Director, President and CEO of Gray Rock Resources Ltd. and Avino Silver & Gold Mines Ltd.; and Director of Mill Bay Ventures Inc. and Cresval Capital Corp.; Director and VP Finance of Levon Resources Ltd.September 1997
  and Director of Bralorne

34



NamePosition HeldPrincipal OccupationDirector/Officer Since
Gold Mines Ltd. and
Berkley Resources Inc.;
President of Gray Rock
Resources Ltd.; President
and Director of Avino Silver
& Gold Mines Ltd.; and
Director of Mill Bay
Ventures Inc. and Cresval
Capital Corp.; Director and
VP Finance of Levon
Resources Ltd.
    
Gary RobertsonDirectorCertified Financial Planner, Director of the Company and Director of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Levon Resources Ltd., Mill Bay Ventures Inc. and Sage Gold Inc.July 2003
  Director of the Company and
Director of Avino Silver &
Gold Mines Ltd., Bralorne
Gold Mines Ltd., Levon
Resources Ltd., Mill Bay
Ventures Inc. and Sage Gold
Inc.
    
Dorothy ChinCorporate SecretaryCorporate Secretary of the Company and of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Gray Rock Resources Ltd., Levon Resources Ltd. and formerly Corporate Secretary of Mill Bay Ventures Inc. and Dentonia Resources Ltd.September 2008
  Company and of Avino
Silver & Gold Mines Ltd.,
Bralorne Gold Mines Ltd., ,
Gray Rock Resources Ltd.,
Levon Resources Ltd. and
Mill Bay Ventures Inc.;
formerly Corporate Secretary
of Dentonia Resources Ltd.
    
Lisa SharpMalcolm Davidson*Chief Financial OfficerChief Financial Officer ofJune 2008
Bralorne the Company and of Avino Silver & Gold Mines Ltd.,
Coral Gold Resources Ltd.,
and Gray Rock Resources Ltd.,
 Levon Resources Ltd., Mill
Bay Ventures Inc. and Sonic
Technology Solutions Inc.January 2012


(1)       Mr. David Wolfin is the son of Mr. Louis Wolfin.

*       On January 18, 2012 Ms. Lisa Sharp resigned as CFO, and Mr. Malcolm Davidson was appointed CFO.

39

B.  Compensation

     For purposes of this Item 6(B), “named executive officer” of the Company means an individual who, at any time during the year, was:

(a)

the Company’s chief executive officer (“CEO”);

(b)

the Company’s chief financial officer (“CFO”);

(c)

each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year and whose total salary and bonus exceeded $150,000; and

35



(d)

any additional individuals for whom disclosure would have been provided under (c) except that the individuals was not serving as an officer of the Company at the end of the most recently completed financial year,

each a “Named Executive Officer” (“NEO”).

     Based on the foregoing definition, during

During the last completed fiscal year, of the Company there werehad three (3) Named Executive Officers,executive officers, namely its CEO, LouisChief Executive Officer (“CEO”), David Wolfin, , its current CFO, Lisa Sharp,Chief Financial Officer (“CFO”), Malcolm Davidson and its former CFO, Kevin Bales.

1) Compensation Discussion and Analysis

Lisa Sharp.


1)  Compensation Discussion and Analysis
The Company does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to the NEOs.its executive officers.  The Company recognizes the need to provide compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility.  The three components of the compensation package are included to enable the Company to meet different objectives.  The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals.  The objectivesobjective of incentive bonuses (paid in the form of cash payments are designedpayments) is to add a variable component of compensation based onto recognize corporate and individual performances for executive officers and employees.  No incentive bonuses were paid to executive officers and employees during the most recently completed fiscal year. The objectives of the stock option awards are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company.  Implementation of a new incentive stock option planplans and amendments to the existing stock option plan are the responsibility of the Company’s Compensation Committee.

The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services.  Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.

The process for determining executive compensation relies solely on discussions amongst the board of directors of the Company (the “Board”) with the input from and upon the recommendations of the Compensation Committee, without any formal objectives criteria and analysis.

Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.

Compensation ElementDescriptionCompensation Objectives
Annual Base Salary (all NEOs)Salary is market-competitive, fixed level of compensationRetain qualified leaders, motivate strong business performance.
Incentive BonusesCashDiscretionary cash payment to add variable component to compensationBased onReward individual performance in achieving corporate and individual performances of key personnel.goals
Incentive Stock Option (all NEOs)Equity grants are made in the form of stock options.  The amount of grant will be dependent on individual and corporate performance.Retain qualified leaders, motivate strong business performance.Reward long-term financial and operating performance and align interests of key employees with  those of shareholders

2) Summary Compensation Table

40

2)  Summary Compensation Table
The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the most recently completed financial yearyears ended January 31, 20092012 of the Company to its NEOs:

36







Name
and
principal
position







Year






Salary
($)




Share-
based
awards
($)




Option-
based
awards
($)
Non-equity
incentive plan
compensation
($)





Pension
value
($)





All other
compensation
($)





Total
compensation
($)
Annual
incentive
plans
Long-
term
incentive
plans
Louis Wolfin(1) CEO and Director2008$75,000NILNILNILNILNILNIL$75,000
Lisa Sharp(2) CFO2008$12,756NILNILNILNILNILNIL$12,756
Kevin Bales Former CFO2008$5,227NILNILNILNILNILNIL$5,227
Name and
 principal
position
Year
Salary
($)
Share-based awards
($)1
Option-based awards
($)2
Non-equity incentive plan compensation
($)3
Pension value
($)3
All other compensation
($)
Total compensation
($)
David Wolfin(4)
President, CEO  &  Director
2012$30,000NILNILNILNILNIL$30,000
malcolm davidson(5)
CFO
2012$800NILNILNILNILNIL$800
Lisa Sharp(5)
Former CFO
2012$27,231NILNILNILNILNIL$27,231

(1)

The Company paid an aggregate of $75,000 to Frobisher Securities Ltd., a private corporation controlled by Mr. Louis Wolfin.

(2)

Ms. Lisa Sharp was appointed CFO of the Company on June 9, 2008.

1 The Company does not currently have any share-based award plans.
2 The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model.  The Company did not grant any stock options in 2012.
3  The Company does not have any non-equity incentive plans or any pension plans
4 On June 28, 2010, Mr. Louis Wolfin resigned as CEO and Mr. David Wolfin was appointed CEO.  Mr. David Wolfin’s salary was paid to Intermark Capital Corp., a private BC corporation controlled by David Wolfin. Mr. Louis Wolfin’s salary was paid to Frobisher Securities Limited, a private BC corporation controlled by Louis Wolfin.
5  On January 18, 2012 Ms. Lisa Sharp resigned as CFO, and Mr. Malcolm Davidson was appointed CFO.

Annual Base Salary


Base Salary for the NEOs areexecutive officers is determined by the Board upon the recommendation of the Compensation Committee and its recommendations are reached primarily by informal comparison of the remuneration paid by other reporting issuers with the same size and industry and with publicly available information on remuneration that the Compensation Committee feels is suitable.


The Annual Base Salary paid to the NEOs shall,executive officers is, for the purpose of establishing appropriate increases, be reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers.  The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee thereof.

Long Term

Non-Equity Incentive Plan (LTIP)

Compensation

One of the three components of the Company’s compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives.  The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as anlong-term incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed to the NEO during the most recently completed financial year ended January 31, 2009.

plan.

41

Option Based Award

An Option Based Award is in the form of a grant of an incentive stock option.option plan.  The objective of the incentive stock option is to reward NEOs’,executive officers, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee.  The plan currently used by the Company is 20082011 Stock Option Plan.

     In the June 26, 2009 Shareholders’ Meeting, the “disinterested” shareholders approved the implementation ofPlan (the “Plan”), under which stock options have been granted and may be granted to purchase a new stock option plan to supersede and replace the existing 2008 Stock Option Plan. The new stock option plan (the "2009 Stock Option Plan") for insiders, employees and other service providers to the Company, will reserve upnumber equal to 10% of the Company’s issued sharescapital from time to time, as a “rolling stock option plan”. Currently, there are 24,989,771 shares issued, so the 2009 Stock Option Plan will currently permit up to 2,498,977 shares for incentive stock option grants under the plan to qualifying persons, less the currently issued and outstanding stock options. New stock options may be granted under the 2009 Stock Option Plan for up to a maximum of ten (10) years.

37


     In addition, the 2009 Stock Option Plan will limit the number of stock options, which may be granted to any one individual to not more than 5% of the total issued shares of the Company in any 12 month period, and not more than 10% of the total issued shares to all insiders at any time or granted over any 12 month period (in the absence of disinterested shareholder approval). The number of options granted to any one consultant, or a person employed to provide investor relations activities, in any 12 month period must not exceed 2% of the total issued shares of the Company. Any stock options granted under the 2009 Stock Option Plan will not be subject to any vesting schedule, unless otherwise determined by the Board of Directors

time.  For details of the option plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular filed with the SEC ondated June 8, 2009.

11, 2012.


The 2009 Stock Option Plan is administered by the Compensation Committee pursuant to the 2009 Stock Option Plan.Committee. The process the Company uses to grant option-based awards to executive officers is upon the recommendations of the Compensation Committee to the Board.

Board of Directors.


The role of the Compensation Committee is to recommend to the Board the compensation of the Company’s directors and the NEOsexecutive officers which the Committee feels is suitable.


As of January 31, 2012, stock options to purchase a total of up to 2,515,000 shares have been granted and remain outstanding under the Plan, leaving 841,365 options available for issuance. All previous grants of option-based awards are taken into account when considering new grants.

3) Incentive Plan Awards


3)  Incentive Plan Awards

Outstanding share-based awards and option-based awards


The following table sets forth the options granted to the NEOsexecutive officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2009:

2012:

 Option-based AwardsShare-based Awards





Name
Number of
securities
underlying
unexercised
options
(#)


Option
exercise
price
($)



Option
expiration
date

Value of
unexercised in-
the-money
in-the-money options
($)(1)

Number of
shares or units
of shares that
have not vested
(#)
Market or
payout value of
share-based
awards that
have not vested
($)(1)
Louis
David Wolfin
President, CEO and
Director
150,000
150,000
225,000
100,000
90,000
105,000
55,000
300,000
$0.56
1.00
$1.17
0.76
$1.290.45
$0.80
$0.40
Dec. 1, 2009
Dec. 12, 2010
Sept. 5, 2011
Sept 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Nil

Nil
Nil
Nil
Nil
Nil

Nil
Nil
Nil
Nil
Nil

Nil
Nil
Nil
Nil
Lisa Sharp
Malcolm Davidson*
CFO

Nil
20,000
75,000

N/A
$0.80
$0.40

N/A
Jan 21, 2016
Feb 22, 2017

N/A
Nil
Nil

N/A
Nil
Nil

N/A
Nil
Nil
Kevin Bales,
Lisa Sharp*
Former CFO
10,000
30,000
50,000
50,000
35,000
$0.56
0.76
$1.290.45
$0.80
Dec 31, 2008
Dec 31, 2008
Jan. 13, 2015
Sep 17, 2015
Jan 21, 2016
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

(1) NoIn-the-Money Options is the difference between the market value was attributed to unexercised options that were out of the money onunderlying securities at January 31, 2009.

2012 and the exercise price of the option. The closing market price of the Company’s common shares as at January 31, 2012 was $0.40 per common share.

* On January 18, 2012 Ms. Lisa Sharp resigned as CFO, and Mr. Malcolm Davidson was appointed CFO.
42

Incentive plan awards – value vested or earned during the year


The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to NEOsexecutive officers during the most recently completed financial year ended January 31, 2009:

38


2012:

Name


Option-based awards –
Value vested during
the year
($)(1)
Share-based awards –
Value vested during
the year
($)
Non-equity incentive plan
compensation – Value earned
during the year
($)
Louis
David Wolfin
President, CEO and Director
Nil
Nil
Nil
Malcolm Davidson*
CFO
NilNilNil
Lisa Sharp
Sharp*
Former CFO

N/ANil

N/ANil

N/ANil

(1)  NoThe options have no value since the exercise price was attributed to unexercised vested options that were out ofhigher than the money onmarket price at the grant date.
* On January 31, 2009.

4) Pension Plan Benefits

18, 2012 Ms. Lisa Sharp resigned as CFO, and Mr. Malcolm Davidson was appointed CFO.


4)  Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.

5) Termination and Change of Control Benefits


5)  Termination and Change of Control Benefits

The Company does not have any employment contracts with the NEOs,executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.

6) Director Compensation


6)  Director Compensation

The Company pays its independent directors $750 per quarter and an additional $750 per quarter for being a member of three or more committees.

43

The following table sets forth the value of all compensation paid to the directors in their capacity as directors during the most recently completed financial year ended January 31, 2009:

2012:



Name

Fees
earned
($)
Share-
based
awards
($)
Option-
based
awards
($)(1)
Non-equity
incentive plan
compensation
($)

Pension
value
($)

All other
compensation
($)


Total
($)
Lloyd Andrews$12,000NILNILNILNILNIL$12,000
Gary RobertsonNILNILNILNILNILNILNIL
Chris SampsonNILNILNILNILNILNILNIL
David WolfinNILNILNILNILNILNILNIL
Victor Chevillon(2)NILNILNILNILNILNILNIL


(1)

Name
Fees earned
($)
Share-based awards
($)
Option-based awards
($)(1)
Non-equity incentive plan compensation
($)
Pension value
($)
All other compensation
($)
Total
($)
Louis WolfinNILNILNILNILNILNILNIL
Gary Robertson*$6,000NILNILNILNILNIL$6,000
Chris SampsonNILNILNILNILNILNILNIL
David Wolfin(2)
NILNILNILNILNILNILNIL
Ronald Andrews*$6,000NILNILNILNILNIL$6,000
* Independent and Non-Employee Directors.
(1)  The methodology used to calculate the grant date fair value of stock options granted during the last financial year is based on the Black-Scholes Option Pricing Model.  The Company did  not grant any stock options in 2012.
(2)   CEO’s, see Summary Compensation Table.

No director of the Company who is not a named executive officer has received, during the most recently completed financial year, compensation pursuant to:
(a)  any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b)  any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or
(c)  any arrangement for the compensation of directors for services as consultants or experts.
The Company may grant incentive stock options to directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX Venture Exchange (the "TSX-V")

Outstanding share-based awards and option-based awards

The following table sets forth the options granted to the directors to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended January 31, 2012:
Option-based AwardsShare-based Awards
Name
Number of securities underlying unexercised options
(#)
Option
exercise price
($)
Option
expiration date
Value of unexercised in-the-money options
($)(1)
Number of shares or units of shares that have not vested
(#)
Market or payout value of share-based awards that have not vested
($)(1)
Louis Wolfin
75,000
80,000
50,000
100,000
$0.76
$0.45
$0.80
$0.40
Jan. 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Gary Robertson
75,000
50,000
50,000
40,000
75,000
$1.00
$0.76
$0.45
$0.80
$0.40
Sep 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Chris Sampson
25,000
25,000
50,000
40,000
75,000
$1.00
$0.76
$0.45
$0.80
$0.40
Sep 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Ronald Andrews
50,000
50,000
40,000
            75,000
$0.76
$0.45
$0.80
$0.40
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(1)  In-the-Money Options is the difference between the market value of the underlying securities at January 31, 2012 and the exercise price of the stock options granted, and the lastoption. The closing market price of the Company’sCompany's common shares as at January 31, 2012 was $0.40 per common share.

44

Incentive plan awards – value vested or earned during the year

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period.  An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors during the most recently completed financial year ended January 31, 2012:
Name
Option-based awards –
Value vested during
the year
($) (1)
Share-based awards – Value
 vested during the year
($)
Non-equity incentive plan
compensation – Value earned
during the year
($)
Louis Wolfin
NilNilNil
Gary RobertsonNilNilNil
Chris SampsonNilNilNil
Ronald AndrewsNilNilNil

(1)  The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the trading date immediately preceding the dates of grant of the stock options, as a reasonable estimate of the benefit conferred at the time of the grant.

(2)

Mr. Chevillon resigned as a director of the Company in May 2009.

vesting date.

     The Company paid Lloyd Andrews, an independent director, an annual payment of $12,000 ($6,000 for fees and $6,000 for office expenses).

     Incentive stock options have been granted to non-employee directors of the Company to purchase an aggregate of 220,200 shares of the Company at a price of $0.56 per share exercisable on or before December 1, 2009, of which 160,200 have been exercised, an aggregate of 225,000 shares of the Company at a price of $1.17 per share exercisable on or before December 12, 2010, none of which have been exercised; an aggregate of 165,000 shares of the Company at a price of $1.29 per share exercisable on or before September 5, 2011, none of which have been exercised; and an aggregate of 125,000 shares of the Company at a price of $1.00 per share exercisable on or before September 26, 2012, none of which have been exercised.

39



Termination of Employment, Changes in Responsibilities and Employment Contracts


The Company does not have an employment contract with the NEOs,executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.


C.  Board Practices

     Currently, the Company has


The Board is currently comprised of five directors. The size and experience of the Board is important for providing the Company with effective governance in the mining industry.  The Board’s mandate and responsibilities can be effectively and efficiently administered at its current size. The chairman of the Board is not a member of management. The Board has functioned, and is of the view that it can continue to function, independently of management as required.  Directors are elected for a term of one year at the annual general meeting.  At the Annual General Meeting,Companies previous annual general meeting, held on June 26, 2009,July 28, 2011, the shareholders elected LloydRonald Andrews, Gary Robertson, Chris Sampson, David Wolfin, and Louis Wolfin as directors.


The Board has considered the relationship of each director to the Company and considers two of the five directors to be “independent”“unrelated” (Messrs. Andrews and Robertson) for.  “Unrelated director” means a director who is independent of management and free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the purposesdirector’s ability to act with a view to the best interest of National Instrument 58-101 –

Disclosure of Corporate Governance Practices.

the Company, other than interests and relationships arising solely from shareholdings.


Two of the directors (Messrs. David Wolfin and Louis Wolfin) who are considered related are related by family.  Chris Sampson is also the Vice-President of Exploration of the Company.

Company and is not independent.


The Board has addressed the related directorship issues and intends, given a transitional period, to eventually be comprised of a majority of unrelated directors.  Procedures are in place to allow the Board to function independently.  At the present time, the Board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company.  The Company’s chairman and independent directors meet in the absence of managing directors. Committees meet independent of management and other directors.  Committees appoint a chairman from their number who presides over the committee meetings.


45

Mandate of the Board of Directors, its Committees and Management

The role of the Board is to oversee the conduct of the Company’s business, including the supervision of management, and determining the Company’s strategy.  Management is responsible for the Company’s day to day operations, including proposing its strategic direction and presenting budgets and business plans to the Board for consideration and approval.  The strategic plan takes into account, among other things, the opportunities and risks of the Company’s business.  Management provides the Board with periodic assessments as to those risks and the implementation of the Company’s systems to manage those risks.  The Board reviews the personnel needs of the Company from time to time, having particular regard to succession issues relating to senior management.  Management is responsible for the training and development of personnel.  The Board assesses how effectively the Company communicates with shareholders, but has not adopted a formal communications policy.  Through the audit committee, and in conjunction with its auditors, the Board assesses the adequacy of the Company’s internal control and management information systems.  The Board looks to management to keep it informed of all significant developments relating to or effecting the Company’s operations.  Major financings, acquisitions, dispositions and investments are subject to Board approval.  A formal mandate for the Board and the Chief Executive Officer has not been considered necessary since the relative allocation of responsibility is well understood by both management and the Board.


The Board and committee’scommittees may take action at regularly held meetings or at a meeting by conference call or by written consent.

40



Committees


Corporate Governance Committee


The Corporate Governance Committee assists the Board in establishing the Company’s corporate governance policies and practices generally identifying individuals qualified to become members of the Board, reviewing the composition and functioning of the Board and its committees and making recommendations to the Board as appropriate.  When considering nominees to the Board the Corporate Governance Committee’s mandate requires that it consider the current composition of the Board and give consideration to candidates having experience in the industry, life experience and background.  The Corporate Governance Committee is also responsible for the Company’s corporate governance guidelines.  The Corporate Governance Committee may retain legal or other advisors.


The Corporate Governance Committee currently consists of three directors (Messrs. LloydRonald Andrews, Gary Robertson and Chris Sampson).  Messrs. Andrews and Robertson are considered independent.


Audit Committee


The Audit Committee assists the Board in its oversight of the Company’s financial statements and other related public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors, qualifications and independence and the performance of the internal audit function and the external auditors.  The Audit Committee has direct communications channels with the Company’s auditors. The Audit Committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results.  The Audit Committee can retain legal, accounting or other advisors.


The Audit Committee consists of Gary Robertson, LloydRonald Andrews and Chris Sampson, all of whom are financially literate.  Currently, the Audit Committee has at least one member with accounting or related financial management expertise. “Financially literate” means the ability to read and understand a balance sheet, an income statement, and a cash flow statement.  “Accounting or related financial expertise” means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with Canadian GAAP.  Gary Robertson and LloydRonald Andrews are both independent, having no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.


It is intended that this Audit Committee eventually will be comprised solely of unrelated directors.


46

The Board has adopted a charter for the Audit Committee which is reviewed annually and sets out the role and oversight responsibilities of the Audit Committee with respect to:

  • its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;
  • determination of which non-audit services the external auditor is prohibited from providing;
  • the engagement, evaluation, remuneration, and termination of the external auditors;
  • appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the Audit Committee;
  • its relationship with and expectation of the internal auditor;
  • its oversight of internal control;
  • disclosure of financial and related information; and
  • any other matter that the Audit Committee feels is important to its mandate or that which the Board chooses to delegate to it.


·  its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;
·  determination of which non-audit services the external auditor is prohibited from providing;
·  the engagement, evaluation, remuneration, and termination of the external auditors;
·  appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the Audit Committee;
·  its relationship with and expectation of the internal auditor;
·  its oversight of internal control;
·  disclosure of financial and related information; and
·  any other matter that the Audit Committee feels is important to its mandate or that which the Board chooses to delegate to it.

Compensation Committee


The Compensation Committee recommends to the Board the compensation of the Company’s directors and the Chief Executive Officer which the Compensation Committee feels is suitable.  Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Compensation Committee feels are similarly placed within the same business of the Company.

41



The Compensation Committee consists of two unrelated directors (Messrs. Robertson and Andrews) and one related director (Mr. David Wolfin).  It is intended that the Compensation Committee will eventually be comprised solely of unrelated directors.


D.   Employees


As at January 31, 2009,2012 and 2011, the Company has one full-time employee located in Nevada, United States.

The Company’s senior management as well as administrative and corporate services are located in Canada; however, these people are not considered employees of the Company in a legal sense. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva International Services Corp (“Oniva”).


E.   Share Ownership


The following table sets out the share ownership of the directors and officers of the Companyindividuals referred to in “Compensation” as of July 31, 2009:

June 14, 2012:
Name of Beneficial OwnerNumber of SharesPercent
Louis Wolfin1,476,1015.91%
Chris Sampson66,300*
Lloyd AndrewsNil*
Gary Robertson173,550*
David Wolfin538,6002.16%
Dorothy ChinNil*
Lisa SharpNil*

Name of Beneficial Owner
 
Number of Shares
  
Percent
 
         
Louis Wolfin  2,526,601   7.53%
Chris Sampson  66,300   * 
Ronald Andrews Nil   * 
Gary Robertson  173,550   * 
David Wolfin  790,600   2.35%
Malcolm Davidson Nil   N/A 
Lisa Sharp Nil   N/A 

*Less than one percent


47

Outstanding Options

The following information, as of July 31, 2009,June 14, 2012, reflects outstanding options held by the Named Executive Officers:

individuals referred to in “Compensation”:
   Exercise 
 No. of SharesDate of GrantPriceExpiration Date
Louis Wolfin150,000December 1, 2004$0.56December 1, 2009
CEO and Director150,000December 12, 2005$1.17December 12, 2010
 225,000September 5, 2006$1.29September 5, 2011
Lisa SharpNilN/AN/AN/A
CFO    
No. of Shares
Date of Grant
Exercise Price
Expiration Date
David Wolfin*
President, CEO and Director
100,000
90,000
105,000
55,000
300,000
Sept 26, 2007
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$1.00
$0.76
$0.45
$0.80
$0.40
Sept 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Louis Wolfin*
Director & Former CEO
75,000
80,000
50,000
100,000
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$0.76
$0.45
$0.80
$0.40
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Malcolm Davidson**
CFO
20,000
75,000
Jan 21, 2011
Feb 22, 2012
$0.80
$0.40
Jan 21, 2016
Feb 22, 2017
Lisa Sharp**
Former CFO
50,000
40,000
35,000
25,000
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$0.76
$0.45
$0.80
$0.40
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Chris Sampson
Director
25,000
25,000
50,000
40,000
75,000
Sep 26, 2007
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$1.00
$0.76
$0.45
$0.80
$0.40
Sep 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Ronald Andrews
Director
50,000
50,000
40,000
75,000
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$0.76
$0.45
$0.80
$0.40
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
Gary Robertson
Director
75,000
50,000
50,000
40,000
75,000
Sept 26, 2007
Jan 13, 2010
Sep 17, 2010
Jan 21, 2011
Feb 22, 2012
$1.00
$0.76
$0.45
$0.80
$0.40
Sept 26, 2012
Jan 13, 2015
Sep 17, 2015
Jan 21, 2016
Feb 22, 2017
* On June 28, 2010, Mr. Louis Wolfin resigned as CEO and Mr. David Wolfin was appointed CEO.
** On January 18, 2012 Ms. Lisa Sharp resigned as CFO, and Mr. Malcolm Davidson was appointed CFO.

Item 7.  Major Shareholders and Related Party Transactions


A.   Major Shareholders


To the knowledge of the Company, it is not directly or indirectly owned or controlled by any other corporation or by the Canadian Government, or any foreign government or by any other natural or legal person(s) severally or jointly.


As of July 31, 2009,June 14, 2012 to the knowledge of the Company’s directors and senior officers, no person who owned more than five (5%) percent of the outstanding shares of each class of the Company’s voting securities.

42

securities other than Louis Wolfin who owned 2,526,601 common shares, approximately 7.53% of the outstanding common shares.
48


B.   Related Party Transactions


Related party transactions are measured at the estimated fair values of the services provided or goods received. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

a)            Management transactions

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the yearactivities of the Company. The remuneration of directors and officers during the years ended January 31 2009 arewas as follows:

During

  2012  2011 
       
Salaries, bonuses, fees and benefits      
     Members of the Board of Directors $117,000  $112,500 
     Other members of key management  47,774   39,800 
         
Share-based payments        
     Members of the Board of Directors  -   275,870 
     Other members of key management  -   82,244 
  $164,774  $510,414 
b)In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are receivable from a related party:

  
January 31,
2012
  
January 31,
2011
  
February 1,
2010
 
Levon Resources Ltd. $26,916  $20,596   18,354 

c)In the normal course of operations the Company transacts with companies related to its directors or officers. The following amounts are payable to related parties:

  
January 31,
2012
  
January 31,
2011
  
February 1,
2010
 
Directors $11,876  $-  $6,000 
Oniva International Services Corp.  22,134   2,429   14,949 
Sampson Engineering Inc.  3,615   3,794   2,073 
  $37,625  $6,223  $23,022 
49

d)            Other related party transactions

The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 12. The transactions with Oniva during the yearyears ended January 31 2009:

(a)

$30,000 (2008 - $30,000; 2007 - $30,000) was paid for consulting fees to a private company controlled by a director and officer of the Company;

(b)

$75,000 (2008 - $75,000; 2007 - $31,250) was paid for management fees to a private company controlled by a director and officer of the Company;

(c)

$30,000 (2008- $30,000; 2007 - $65,000) was paid for management fees to a private company controlled by a officer of the Company;

(d)

$30,000 (2008- $Nil; 2007 - $Nil) was paid for consulting fees to a private company controlled by a officer of a related Company;

(e)

$186,734 (2008 - $168,983; 2007 - $116,135) was charged for office, occupancy and miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors;

(f)

$39,526 (2008- $15,332; 2007 - $Nil) was paid for geological consulting services to a private company controlled by a director of the Company;

(g)

$35,888 (2008- $42,661; 2007 - $47,198) was paid for geological consulting services to a private company controlled by a director and officer of the Company; and

(h)

$12,000 (2008- $12,000; 2007 - $62,000) was paid for directors’ fees to the Directors’ of the Company.

     These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

are summarized below:


  2012  2011 
       
Salaries and benefits $150,725  $112,258 
Office and miscellaneous  116,160   55,178 
         
  $266,885  $167,436 
The Company has entered into a cost-sharing agreement during 2005 to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above. The agreement may be terminated with one month’s notice by either party.


Advances receivable from a related comprisesparty as at January 31, 2012 is comprised of $52,891 US (2008$66,139 ((US$65,955) (January 31, 2011 - $52,891 US)US$59,664)) less an allowance for bad debtnon collection of $39,113 US (2008$39,223 ((US$39,113) (January 31, 2011 - $39,113). The advances receivableUS$39,113)) due from related parties is from a public company related by common directors.  Amounts due are without stated terms of interest or repayment.


Advances payable to related parties as at January 31, 2012 include $12,288 (2008$22,134 (January 31, 2011 - $16,662) owed$2,429) due to Oniva, $17,000 (2008$11,876 (January 31, 2011 - $17,000; owed$nil) due to a directordirectors of the Company, and $40,796 (2008$3,615 (January 31, 2011 - $25,967owed$3,794) due to threetwo private companies each controlled by directors and officers of the Company. directors.
Amounts due are without stated terms of interest or repayment.


C.   Interests of Experts and Counsel


Not Applicable.

43


Item 8.  Financial Information


A.   Consolidated Statements and Other Financial Information


The following financial statements of the Company are included under Item 17 to this Annual Report and include the following:

  • Auditor’s Reports;
  • Consolidated Balance Sheets as at January 31, 2009

·  Independent Auditors’ Report;
·  Consolidated Statements of Financial Position as at January 31, 2012,  January 31, 2011 and February 1, 2010;
·  Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2012, and 2011;
·  Consolidated Statements of Changes in Equity for the years ended January 31, 2012 and 2011;
·  Consolidated Statements of Cash Flows for the years ended January 31, 2012 and 2011; and
·  Notes to the Consolidated Financial Statements for the years ended January 31, 2012 and 2011.

Legal Proceedings

The Company is not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and January 31, 2008;
  • Consolidated Statements of Operations and Comprehensive Loss forthose involving any third party, which may have, or had in the years ended January 31, 2009, 2008 and 2007;
  • Consolidated Statements of Shareholders’ Equity forrecent past, significant effects on the years ended January 31, 2009, 2008 and 2007;
  • Consolidated Statements of Cash Flows for the years ended January 31, 2009, 2008 and 2007; and
  • NotesCompany’s financial position or profitability, including governmental proceedings pending or known to the Consolidated Financial Statements for the years ended January 31, 2009, 2008 and 2007.
  • be contemplated.

    50


    Dividend Policy


    The Company has never paid any dividends and does not intend to in the near future.


    B.   Significant Changes

         None.


    Except as otherwise disclosed in this annual report, there have been no material changes in our financial position, operations or cash flows since January 31, 2012.

    Item 9.  The Offering and Listing


    A.   Offer and Listing Details

         As of July 31, 2009, there were 69 holders of record in the United States holding 12.81% of the Company’s outstanding common shares representing approximately 81.17% of the total shareholders. The Company’s common shares are issued in registered form and the percentage of shares reported to be held by record holders in the United States is taken from the records of the Computershare Investor Services Inc. in the City of Vancouver, the registrar and transfer agent for the common shares.


    The following table sets forth the high and low prices expressed in Canadian dollars on the TSX-V for the Company’s common stock and the high and low prices expressed in United States dollars quoted on the OTCBB for the periods indicated.

     TSX-VOTCBB
     (Canadian Dollars)(United States Dollars)
         
    Last Six MonthsHighLowHighLow
    July 20090.640.350.570.31
    June 20090.610.440.590.32
    May 20090.620.450.590.32
    April 20090.660.480.610.35
    March 20090.740.540.620.41
    February 20090.940.320.680.15
         
    2008-2009HighLowHighLow
    Fourth Quarter ended January 31, 20090.400.130.300.07
    Third Quarter ended October 31, 20080.640.110.600.08
    Second Quarter ended July 31, 20081.080.581.050.56
    First Quarter ended April 30, 20081.490.801.490.80

    44


    Company’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last four months.

    2007-2008HighLowHighLow
    Fourth Quarter ended January 31, 20080.850.450.850.45
    Third Quarter ended October 31, 2007(2)1.250.661.120.60
    Second Quarter ended July 31, 2007(2)3.252.661.170.77
    First Quarter ended April 30, 2007(2)3.982.701.150.76
    Last Five Fiscal YearsHighLowHighLow
    2009 Annual1.490.111.490.07
    2008 Annual(2)3.980.451.170.45
    2007 Annual6.992.705.952.30
    2006 Annual4.170.993.300.80
    2005 Annual(1)4.301.122.400.90
       
    TSX-V
    (Canadian Dollars)
      
    OTCBB
     (United States Dollars)
     
    Last Four Months
      
    High
      
    Low
      
    High
      
    Low
     
    May 2012   0.365   0.27   0.3617   0.27 
    April 2012   0.39   0.36   0.394   0.3517 
    March 2012   0.43   0.35   0.43   0.348 
    February 2012   0.41   0.36   0.42   0.354 
                      
    2011-2012  
    High
      
    Low
      
    High
      
    Low
     
    Fourth Quarter ended January 31, 2012   0.66   0.36   0.6177   0.3567 
    Third Quarter ended October 31, 2011   0.68   0.30   0.7319   0.3086 
    Second Quarter ended July 31, 2011   0.79   0.58   0.87   0.6019 
    First Quarter ended April 30, 2011   1.09   0.73   1.13   0.713 

     2010-2011  
    High
      
    Low
      
    High
      
    Low
     
    Fourth Quarter ended January 31, 2011   1.00   0.47   1.01   0.49 
    Third Quarter ended October 31, 2010   0.56   0.31   0.55   0.29 
    Second Quarter ended July 31, 2010   0.59   0.28   0.59   0.26 
    First Quarter ended April 30, 2010   0.66   0.46   0.65   0.46 
    Last Five Fiscal Years
      
    High
      
    Low
      
    High
      
    Low
     
    2012   1.09   0.30   1.13   0.3567 
    2011   1.10   0.57   1.13   0.60 
    2010   1.00   0.275   0.93   0.15 
    2009   1.49   0.11   1.49   0.07 
    2008   3.98   0.45   1.17   0.45 
    (1)*

    On July 30, 2004, the shareholders approved a 10:1 share consolidation. The share consolidation was effective September 14, 2004. These share prices reflect the pre-consolidation shares.

    (2)

    On July 17, 2007 the shareholders approved a subdivision of the Company’s issued share capital by dividing one common share into three common shares. This was accepted for filing by the TSX Venture Exchange on August 19, 2007 and the common shares commenced trading on a sub-divided basis at the opening of August 29, 2007.


    B.  Plan of Distribution


    Not Applicable.


    C.  Markets


    The common stock of the Company is listed on the TSX-V under the symbol “CLH”, in the United States on the OTCBB under the symbol “CLHRF” and on the FSE under the symbol “GV8”.

    51


    D.  Selling Shareholders


    Not applicable.


    E.  Dilution


    Not applicable.


    F.  Expenses of the Issue


    Not applicable.

    Item 10.  Additional Information


    A.  Share Capital


    Not applicable.

    applicable.


    B.  Memorandum and Articles of Association

         Carol


    Coral Energy Corporation was incorporated on January 22, 1981 under the Company Act of the Province of British Columbia, which changed its name to Coral Energy Corporation on March 3, 1981.  On September 9, 1987, Coral Energy Corporation changed its name to the Coral Gold Corp. On September 13, 2004, the Company changed its name to Coral Gold Resources Ltd. in conjunction with a 10:1 share consolidation. It is anticipated that this consolidation may help the Company access institutional investors in both the United States and Europe.

    45



    Common Shares


    All issued and outstanding common shares are fully paid and non-assessable.  Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors.  The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors.  There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares.  In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.


    Powers and Duties of Directors


    The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the British ColumbiaBusiness Corporations Actor by the Memorandum or Articles, required to be exercised by the Company in a general meeting.


    Directors will serve as such until the next annual meeting.  In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest as a director, that director shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director.  Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken.  However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

    52


    The directors may from time to time on behalf of the Company:  (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; and/or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.


    The majority of the directors of the Company must be persons ordinarily resident in Canada and one director of the Company must be ordinarily resident in British Columbia and be of the full age of 18 years. There is no minimum share ownership to be a director.  No person shall be a director of the Company who is not capable of managing their own affairs;affairs, is an undischarged bankrupt;bankrupt, convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years;years, or a person that has had a registration in any capacity under the “British ColumbiaSecurities Act” or the “British ColumbiaMortgage Brokers Act” canceled within the last five years.


    Shareholders


    An annual general meeting shall be held once in every calendar year at such time and place as may be determined by the directors.  A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder.  There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in theInvestment Canada Act, (the “Investment Act”) discussed below under “Item 10. Additional Information, D. Exchange Controls.”


    In accordance with British Columbia law, directors shall be elected by an “ordinary resolution” which means: (a) a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy: or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than the requisite majority of the votes entitled to be cast on it.

    46



    Under British Columbia law certain items such as an amendment to the Company’s articlesArticles or entering into a merger requires approval by a special resolution which means: (a) a resolution passed by a majority of not less than the requisite majority of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.


    C.  Material Contracts


    The Company entered into a cost sharing agreement dated October 1, 1997, and amended November 1, 2003 to reimburse Oniva International for a variable percentage of Oniva’s overhead expenses, to reimburse 100% of Oniva’s out-of-pocket expenses incurred on behalf of the company, and to pay to Oniva a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one month notice by either party.


    D.  Exchange Controls


    Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed below under “Item 10. Additional Information, E. Taxation.”

    53


    There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.


    E.  Taxation

    Canadian Federal Income Tax Consequences


    The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property, referred to as a “U.S. Holder”.  This summary is based on the current provisions of theIncome Tax Act(Canada) (the “Tax Act”), the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and on the current provisions of theCanada-United States Income Tax Convention, 1980, as amended, referred to as the “Treaty”.  Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any U.S.) tax law or treaty.  It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.


    Each U.S. Holder is advised to obtain tax and legal advice applicable to such U.S. Holder’s particular circumstances.


    Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holder’s common shares.  The statutory rate of withholding tax is 25% of the gross amount of the dividend paid.  The Treaty reduces the statutory rate with respect to dividends paid to a U.S. Holder for the purposes of the Treaty.  Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to such corporate U.S. Holder.  The Company is required to withhold the applicable tax from the dividend payable to the U.S. Holder, and to remit the tax to the Receiver General of Canada for the account of the U.S. Holder.

    47



    Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U. S. Holder nor persons with whom the U.S. Holder did not deal at arm’s length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.


    United States Federal Income Tax Consequences


    Passive Foreign Investment Company.


    The Company believes that it is a passive foreign investment company referred to as a(a “PFIC”) for United States federal income tax purposes with respect to a United States Investor.  The Company will be a PFIC with respect to a United States Investor if, for any taxable year in which such United States Investor held the Company’s shares, either (i) at least 75 % of the gross income of the Company for the taxable year is passive income, or (ii) at least 50% of the Company’s assets are attributable to assets that produce or are held for the production of passive income.  In each case, the Company must take into account a pro rata share of the income and the assets of any company in which the Company owns, directly or indirectly, 25% or more of the stock by value (the “look-through” rules).  Passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived from the active conduct of a trade or business and not derived from a related person), annuities, and gains from assets that produce passive income.  As a publicly traded corporation, the Company would apply the 50% asset test based on the value of the Company’s assets.

    54


    Because the Company believes it qualifies as a PFIC, unless a United States Investor who owns shares in the Company (i) elects (a section 1295 election) to have the Company treated as a “qualified electing fund”, referred to as a “QEF” (described below), or (ii) marks the stock to market (described below), the following rules apply:


     1.

    Distributions made by the Company during a taxable year to a United States Investor who owns shares in the Company that are an “excess distribution” (defined generally as the excess of the amount received with respect to the shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such United States Investor’s holding period before the taxable year) must be allocated ratably to each day of such shareholder’s holding period.  The amount allocated to the current taxable year and to years when the corporation was not a PFIC must be included as ordinary income in the shareholder’s gross income for the year of distribution.  The remainder is not included in gross income but the shareholder must pay a deferred tax on that portion.  The deferred tax amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in income in the earlier year, plus interest.  The interest charge is at the rate applicable to deficiencies in income taxes.


     2.

    The entire amount of any gain realized upon the sale or other disposition of the shares will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.


    A shareholder that makes a section 1295 election will be currently taxable on his or her pro rata share of the Company’s ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year of the Company, regardless of whether or not distributions were received. The shareholder’s basis in his or her shares will be increased to reflect taxed but undistributed income.  Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed again as a distribution to the shareholder.

    48



    A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder (a “shareholder’s election year”).  A section 1295 election is effective for the shareholder’s election year and all subsequent taxable years of the shareholder.  Procedures exist for both retroactive elections and filing of protective statements.  Once a section 1295 election is made it remains in effect, although not applicable, during those years that the Company is not a PFIC.  Therefore, if the Company re-qualifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election.  Once a shareholder makes a section 1295 election, the shareholder may revoke the election only with the consent of the Commissioner.


    If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholder’s holding period, the PFIC qualifies as a pedigreed QEF with respect to the shareholder.  If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF regimes.  Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.

    55


    A shareholder making the section 1295 election must make the election on or before the due date, as extended, for filing the shareholder’s income tax return for the first taxable year to which the election will apply.  A shareholder must make a section 1295 election by completing Form 8621;8621, attaching said Form to its federal income tax return;return, and reflecting in the Form the information provided in the PFIC Annual Information Statement or if the shareholder calculated the financial information, a statement to that effect.  The PFIC Annual Information Statement must include the shareholder’s pro rata shares of the ordinary earnings and net capital gain of the PFIC for the PFIC’s taxable year or information that will enable the shareholder to calculate its pro rata shares.  In addition, the PFIC Annual Information Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the shareholder to inspect and copy its permanent books of account, records, and other documents of the PFIC necessary to determine that the ordinary earnings and net capital gain of the PFIC have been calculated according to federal income tax accounting principles.  A shareholder may also obtain the books, records and other documents of the foreign corporation necessary for the shareholder to determine the correct earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the shareholder’s pro rata shares of the PFIC’s ordinary earnings and net capital gain.  In that case, the PFIC must include a statement in its PFIC Annual Information Statement that it has permitted the shareholder to examine the PFIC’s books of account, records, and other documents necessary for the shareholder to calculate the amounts of ordinary earnings and net capital gain.  A shareholder that makes a Section 1295 election with respect to a PFIC held directly or indirectly, for each taxable year to which the Section 1295 election applies, must comply with the foregoing submissions.


    Because the Company’s stock is “marketable” under section 1296(e), a U.S. Investor may elect to mark the stock to market each year.  In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the shareholder’s adjusted basis in such stock.  A shareholder is also generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market value as of the close of the taxable year.  Deductions under this rule, however, are allowable only to the extent of any net mark to market gains with respect to the stock included by the shareholder for prior taxable years.  While the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of stock of a PFIC where the U.S. Investor has marked to market, coordination rules for limited application will apply in the case of a U.S. Investor that marks to market PFIC stock later than the beginning of the shareholder’s holding period for the PFIC stock.


    Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.

    49



    Controlled Foreign Corporations.


    Sections 951 through 964 and Section 1248 of the Internal Revenue Code (the “Code”) relate to controlled foreign corporations, referred to as “CFCs”.  A foreign corporation that qualifies as a CFC will not be treated as a PFIC with respect to a shareholder during the portion of the shareholder’s holding period after December 31, 1997, during which the shareholder is a 10% United States shareholder and the corporation is a CFC.  The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to shareholders that are less than 10% United States shareholders.


    The 10% United States shareholders of a CFC are subject to current United States tax on their pro rata shares of certain income of the CFC and their pro rata shares of the CFC’s earnings invested in certain United States property.  The effect is that the CFC provisions may impute some portion of such a corporation’s undistributed income to certain shareholders on a current basis and convert into dividend income some portion of gains on dispositions of stock, which would otherwise qualify for capital gains treatment.


    The Company does not believe that it is not and will not be a CFC.  It is possible that the Company could become a CFC in the future.  Even if the Company were classified as a CFC in a future year, however, the CFC rules referred to above would apply only with respect to 10% shareholders.

    56

    Personal Holding Company/Foreign Personal Holding Company/Foreign Investment Company


    A corporation will be classified as a personal holding company or a(a “PHC”,) if at any time during the last half of a tax year (i) five or fewer individuals (without regard to their citizenship or residence) directly or indirectly or by attribution own more than 50% in value of the corporation’s stock and (ii) at least 60% of its ordinary gross income, as specially adjusted, consists of personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income).  A PHC is subject to a United States federal income tax of 39.6% on its undistributed personal holding company income (generally limited, in the case of a foreign corporation, to United States source income).


    A corporation will be classified as a foreign personal holding company or an(an “FPHC”,) and not a PHC if at any time during a tax year (i) five or fewer individual United States citizens or residents directly or indirectly or by attribution own more than 50% of the total combined voting power or value of the corporation’s stock and (ii) at least 60% of its gross income consists of foreign personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income).  Each United States shareholder in a FPHC is required to include in gross income, as a dividend, an allocable share of the FPHC’s undistributed foreign personal holding company income (generally the taxable income of the FPHC, as specially adjusted).


    A corporation will be classified as a foreign investment company or an(an “FIC”,) if for any taxable year it: (i) is registered under the Investment Company Act of 1940, as amended, as a management company or share investment trust or is engaged primarily in the business of investing or trading in securities or commodities (or any interest therein); and (ii) 50% or more of the value or the total combined voting power of all the corporation’s stock is owned directly or indirectly (including stock owned through the application of attribution rules) by United States persons.  In general, unless an FIC elects to distribute 90% or more of its taxable income (determined under United States tax principles as specially adjusted) to its shareholders, gain on the sale or exchange of FIC stock is treated as ordinary income (rather than capital gain) to the extent of such shareholder’s ratable share of the corporation’s earnings and profits for the period during which such stock was held.


    The Company believes that it is not and will not be a PHC, FPHC or FIC.  However, no assurance can be given as to the Company’s future status.

    50



    U.S. Information Reporting and Backup Withholding.


    Dividends are generally subject to the information reporting requirements of the Code. Dividends may be subject to backup withholding at the rate of 31% unless the holder provides a taxpayer identification number on a properly completed Form W-9 or otherwise establishes an exemption.


    The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the United States Investor’s federal income tax liability.


    Filing of Information Returns.


    Under a number of circumstances, a United States Investor acquiring shares of the Company may be required to file an information return.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return.  Other filing requirements may apply and United States Investors should consult their own tax advisors concerning these requirements.

    57


    F.           Dividends and Paying Agents


    Not applicable.


    G.           Statement by Experts


    Not applicable.


    H.           Documents on Display


    The Company is required to file financial statements and other information with the Securities Commission in the Provinces of British Columbia, Ontario and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) which can be viewed at www.sedar.com.


    The Company files annual reports and furnishes other information with the SEC.  You may read and copy any document that we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov).


    Copies of the Company’s material contracts are kept in the Company’s administrative headquarters.


    I.           Subsidiary Information


    Not applicable.

    Item 11.  Quantitative and Qualitative Disclosures About Market Risk


    Not applicable

    Item 12.  Description of Securities Other than Equity Securities


    Not applicable.

    51


    58

    PART II

    Item 13.  Defaults, Dividend Arrearages and Delinquencies

         None.

    Not Applicable.

    Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

         None.

    Not Applicable.
    Item 15T.15.  Controls and Procedures


    Disclosure Controls and Procedures


    As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report.  Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC.  These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.  The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”


    Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.  The Company intends to remediate the material weaknesses as set out below.


    Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.


    Management’s Report on Internal Control Over Financial Reporting


    The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company.  The Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles,International Financial Reporting Standards, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements.


    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

    52

    59


    The Company’s management, including the Company’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of January 31, 20092012 based on the criteria set forth in Internal Control –Integrated– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded the Company’s internal control over financial reporting was not effective as at January 31, 20092012 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) insufficient disaster recovery plans.


    The Company has taken steps to enhance and improve the design of the Company’s internal controls over financial reporting, however these steps were not complete as of January 31, 2009.2012.  During the period covered by this Annual Report,annual report on Form 20-F, we have not been able to remediate the material weaknesses identified above.  To remediate such weaknesses, we plan to implement the following changes during it’s the Company’s fiscal year ending January 31, 2010:2013: (i) address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) implement a disaster recovery plan.


    The Company’s internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

    annual report.


    Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.


    Changes in Internal Control over Financial Reporting


    There were no changes in internal control over financial reporting in the year ended January 31, 2009. However,2012; however, as a result of the evaluation of the Company’s internal control over financial reporting as of January 31, 2009,2012, conducted by the Company’s principal executive officer, principal financial officer and an independent consultant, we expect to make such changes during the year ending January 31, 2010.

    2013.
    Item 16.  [Reserved]

    Item 16A.  Audit Committee Financial Expert


    The Board determined that Mr. Gary Robertson is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act, and that Mr. Robertson is independent as defined in the NASDAQ listing rules.

    Item 16B.  Code of Ethics

    The Company has not currently adopted a code of ethics but is evaluating its internal procedures to determine the necessity of same.  In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.

    Item 16C.  Principal Accountant Fees and Services


    The independent auditor for the yearyears ended January 31, 20092012, 2011 and 2010 was Smythe Ratcliffe LLP, Chartered Accountants. The independent auditor for the fiscal years ended January 31, 2008 and January 31, 2007 was Ernst & Young LLP, Chartered Accountants.

    60


    Audit Fees


    The aggregate fees billed by Smythe Ratcliffe LLP for the audit of the Company’s annual financial statements for the fiscal year ended January 31, 20092012 were $44,000. The fees billed by Ernst & Young LLP for the fiscal year ended January 31, 2008 were $75,000 and $66,000 for the year ended January 31, 2007.

    53


    $38,000 (2011 - $38,500; 2010 - $38,500).


    Audit-Related Fees


    The audit-relatedaudit related fees billed by Smythe Ratcliffe LLP for the year ended January 31, 20092012 are estimated to be $2,500.$5,000 (2011 - $5,000; 2010 - $5,084). These fees relate to the advisory services provided with respect to the Company’s Form 20-F. The audit related fees billed by Ernst & Young LLP were $10,000 for the year ended January 31, 2008 and $4,750 for the year ended January 31, 2007. These fees related to the Company’s adoption of new accounting policies and advisory services provided with respect to the Company’s Form 20-F.


    Tax Fees


    The tax fees billed by Smythe Ratcliffe LLP for the year ended January 31, 2009 were $1,500. There were no aggregate fees billed for tax compliance, tax advice and tax planning rendered by Ernst & Young LLP for the fiscal years ended January 31, 2008 and 20072012 are $1,500 (2011 - $2,000; 2010 - $1,500).


    All Other Fees


    The aggregate fees billed for all other professional services rendered by the Company’s independent registered public accounting firm were nil for the fiscal years ended January 31, 20092012, 2011, and 2008.

    2010.


    The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2009.2012.  The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter.  The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

    61


    Item 16D.  Exemptions from the Listing Standards for Audit Committees

    Not applicable.

    Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

    None.

    Item 16F.  Changes in Registrants Certifying Accountant
    None.
    Item 16G.  Corporate Governance
    Not applicable.
    Item 16H.  Mine Safety Disclosure

    Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under the SEC's recently adopted Item 104 of Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of the our quarries is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977.  We do not own any operating mines in the United States and as a result, this information is not required.
    62


    PART III

    Item 17.  Financial Statements

    The following Financial Statements pertaining to the Company are filed as part of this annual report:

    Item 18.  Financial Statements

    Not applicable. See Item 17.

    54


    Item 19.  Exhibits


    Exhibit Number
    Name
    1.1Memorandum of Coral Gold Resources Ltd.*
    1.2.1.2Articles of Coral Gold Resources Ltd.*
    8.1List of Subsidiaries
    12.1Certification of the Principal Executive Officer
    12.2Certification of the Principal Financial Officer
    13.1Certificate of Principal Executive Officer under the Sarbanes-Oxley Act
    13.2Certificate of Principal Financial Officer under the Sarbanes-Oxley Act
    13.3Consent of Expert
    13.4Consent of Expert
    13.5Consent of Expert
    13.6Consent of Expert
    15.1Geological Report on the Robertson Property*
    15.2Update of the Geological Report on the Robertson Property*

    _________________________________________

    __________________________
    *  Previously filed.

    55

    Incorporated by reference from a previous filing.
    63








    CORAL GOLD RESOURCES LTD.
    (an Exploration Stage Company)




    Audited Consolidated Financial Statements

    For the years ended January 31, 2012 and 2011

    (Expressed in Canadian Dollars)
    64

    MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING



    The consolidated financial statements of Coral Gold Resources Ltd. (the “Company”) are the responsibility of the Company’s management. The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) of CanadaInternational Financial Reporting Standards and reflect management’s best estimates and judgment based on information currently available.


    Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.


    The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval.


    The Company’s consolidated financial statementsposition  as at January 31, 2012 and 2011 and February 1, 2010 and its financial performance and its cash flows for the yearyears ended January 31, 20092012 and 2011 have been audited by Smythe Ratcliffe LLP, Chartered Accountants and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

    LouisDavid Wolfin” Lisa Sharp”Malcolm Davidson”
    LouisDavid Wolfin Lisa SharpMalcolm Davidson
    President & CEO CFOChief Financial Officer
    June 14, 2012June 14, 2012

    Vancouver, British Columbia
    May 21, 2009

    56

    65


    INDEPENDENT AUDITORS’ REPORT


    TO THE SHAREHOLDERS  OF CORAL GOLD RESOURCES LTD.
    (an exploration stage company)

    (An Exploration Stage Company)

    We have audited the accompanying consolidated balance sheetfinancial statements of Coral Gold Resources Ltd. (an Exploration Stage Company), which comprise the consolidated balance  as at January 31, 20092012, January 31, 2011 and February 1, 2010, and the consolidated statements of operations and comprehensive loss, shareholders’ equity,, changes in   and cash flows for the  year then ended January 31, 2012 and January 31, 2011, and a summary of significant accounting policies and other explanatory information.

    Management's Responsibility for the Consolidated Financial Statements
    Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the period January 22, 1981 (inception) through January 31, 2009. Thesepreparation of consolidated financial statements that are the responsibility of the Company’s management. free from material misstatement, whether due to fraud or error.

    Auditors’ Responsibility
    Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

    audits.  We conducted our audit  in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform anthe audit to obtain reasonable assurance about whether the consolidated financial statements are free offrom material misstatement.


    An audit includes examining, on a test basis,involves performing procedures to obtain audit evidence supportingabout the amounts and disclosures in the consolidated financial statements. An audit also includes assessingThe procedures selected depend on the accounting principles used and significant estimates made by management, as well as evaluatingauditors’ judgment, including the overall financial statement presentation.

    In our opinion, theseassessment of the risks of material misstatement of the consolidated financial statements, present fairly, in all material respects,whether due to fraud or error. In making those risk assessments, the financial positionauditor considers internal control relevant to the entity's preparation and fair presentation of the Company as at January 31, 2009 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

    The consolidated financial statements as at January 31, 2008, for the years ended January 31, 2008 and 2007, and for the period from January 22, 1981 (inception) through January 31, 2008, were audited by other auditors whose report dated May 27, 2008 expressed an unqualified opinion on those financial statements. Our opinion on the consolidated statements of operations and cash flows for the period from January 22, 1981 (inception) through January 31, 2009, insofar as it relatesin order to amounts for prior periods through January 31, 2008 is based solely on the report of other auditors.

    “Smythe Ratcliffe LLP” (signed)

    Chartered Accountants

    Vancouver, British Columbia
    May 21, 2009

    7thFloor, Marine BuildingFax:604.688.4675
    355 Burrard Street, Vancouver, BCTelephone:604.687.1231
    Canada V6C 2G8Web:SmytheRatcliffe.com

    57


    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Shareholders of
    Coral Gold Resources Ltd.
    (an exploration stage company)

    We have audited the accompanying consolidated balance sheets ofCoral Gold Resources Ltd. (an exploration stage company)as at January 31, 2008 and 2007 and the related consolidated statements of loss and comprehensive loss and cash flows for each of the years in the three year period ended January 31, 2008, and for the period from January 22, 1981 (inception) through January 31, 2008 and the related consolidated statements of shareholders’ equity and mineral properties for each of the years in the three year period ended January 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements for the period from January 22, 1981 (inception) through January 31, 2005, were audited by other auditors who have ceased operations and whose report dated April 13, 2005 expressed an unqualified opinion on those statements. The consolidated financial statements for the period from January 22, 1981 (inception) through January 31, 2005 included total revenues and net loss of $2,176,079 and $20,510,872, respectively. Our opinion on the consolidated statements of loss and deficit and cash flows for the period from January 22, 1981 (inception) through January 31, 2008, insofar as it relates to amounts for prior periods through January 31, 2005 is based solely on the report of other auditors.

    We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal controls over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designingdesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’sentity's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.control. An audit also includes assessingevaluating the appropriateness of accounting principlespolicies used and significantthe reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation. statements.


    We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.


    Opinion
    In our opinion, thesethe consolidated financial statements present fairly, in all material respects, the financial position of the CompanyCoral Gold Resources Ltd. as at January 31, 20082012, January 31, 2011 and 2007February 1, 2010, and the results of its operationsfinancial performance and its cash flows for each of the years in the three year period  ended January 31, 20082012 and January 31, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

    Emphasis of Matter
    Without qualifying our opinion, we draw attention to note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss of $733,813 for the period from January 22, 1981 (inception) throughyear ended January 31, 20082012 and has a deficit of $29,41,040 as of January 31, 2012.  These conditions, along with other matters set forth in conformity withnote 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.
    Chartered Accountants

    Vancouver, Canada
    June 14, 2012
    66

    CORAL GOLD RESOURCES LTD.
    Consolidated Statements of Financial Position
    (Expressed in Canadian generally accepted accounting principles.

    dollars)

      Note  
    January 31,
    2012
      
    January 31,
    2011
      
    February 1,
    2010
     
            (Note 18)  (Note 18) 
    ASSETS            
    Current assets            
    Cash and cash equivalents    $1,314,494  $2,695,864  $700,772 
    Other amounts receivable     29,912   37,767   13,617 
    Prepaid expenses     5,653   39,996   4,694 
          1,350,059   2,773,627   719,083 
                    
    Exploration and Evaluation Assets  4   17,893,018   16,758,230   15,598,026 
    Property and Equipment  5   108,207   107,029   5,873 
    Investments in Related Companies  6   961,006   1,338,540   610,967 
    Advances Receivable from a Related Party  10b   26,916   20,596   18,354 
    Reclamation Bonds  7   417,393   382,200   408,075 
    Total Assets     $20,756,599  $21,380,222  $17,360,378 
                     
    LIABILITIES                
    Current liabilities                
    Accounts payable and accrued liabilities     $145,801  $189,682  $65,494 
    Advances payable to related parties  10c   37,625   6,223   23,022 
           183,426   195,905   88,516 
                     
    Reclamation Provision  11   175,529   168,158   157,722 
    Deferred Tax Liability  16   2,360,965   2,376,865   1,994,962 
    Total liabilities      2,719,920   2,740,928   2,241,200 
                     
    EQUITY                
    Share Capital  8   43,954,422   43,389,425   40,875,379 
    Equity Reserves      2,380,998   3,249,640   4,844,349 
    Accumulated Other Comprehensive Income      731,979   1,062,321   425,695 
    Accumulated Deficit      (29,041,040)  (29,072,412)  (31,036,565)
    Equity Attributable to Equity Holders of  the Company      18,026,359   18,628,974   15,108,858 
    Equity Attributable to Non-Controlling Interests      10,320   10,320   10,320 
    Total Equity      18,036,679   18,639,294   15,119,178 
    Total Liabilities and Equity     $20,756,599  $21,380,222  $17,360,378 

    Vancouver, Canada,/s/ Ernst & Young LLP
    May 27, 2008Chartered AccountantsSubsequent Events – Note 19

    58



    CORAL GOLD RESOURCES LTD. (an Exploration Stage Company)
    Consolidated Balance Sheets
    (In Canadian Dollars)
    As at January 31

      2009  2008 
         (Note 16)
     ASSETS      
     Current      
     Cash$ 1,332,316 $ 3,602,089 
     Advances receivable from related parties (Note 9) 16,899  13,808 
     Interest and other amounts receivable 9,747  55,615 
     Prepaid expenses 5,854  3,163 
           
      1,364,816  3,674,675 
           
     Investment securities (Note 4) 78,803  167,282 
     Equipment (Note 5) 7,544  2,327 
     Mineral properties (Note 6) 15,704,913  14,021,301 
     Reclamation deposit (Note 7) 477,550  320,103 
           
     $ 17,633,626 $ 18,185,688 
           
           
     LIABILITIES AND SHAREHOLDERS’ EQUITY      
     Current      
     Accounts payable and accrued liabilities$ 64,334 $ 121,368 
     Advances payable to related parties (Note 9) 70,084  36,499 
     Asset retirement obligation (Note 10) 270,979  194,361 
           
      405,397  352,228 
     Future income tax liability (Note 13) 4,963,038  3,562,808 
           
      5,368,435  3,915,036 
           
     Non-controlling interest 10,320  10,320 
           
     Shareholders’ equity      
     Share capital (Note 8) 40,301,644  40,211,705 
     Contributed surplus 4,960,907  3,221,663 
     Accumulated other comprehensive income (loss) (39,948) 48,531 
     Deficit (32,967,732) (29,221,567)
           
      12,254,871  14,260,332 
           
     $ 17,633,626 $ 18,185,688 
           
    Nature of Operations and Going Concern (Note 1)      
    Commitment (Note 15)      
    Subsequent Event (Note 17)      

    Approved by the Board of Directors:

    “Louis Wolfin”Director“Gary Robertson”Director
    /s/ Louis WolfinDirector /s/ Gary Robertson

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

    59



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Consolidated Statements of Operations and Comprehensive Loss
    (In Canadian Dollars)
    Years ended January 31

     For the period from          
      inception on          
        January 22, 1981 to          
      January 31, 2009  2009  2008  2007 
      (Note 16)    (Note 16)   
    REVENUE            
    Sales$ 2,176,079 $ - $ - $ - 
    Cost of Sales (5,383,348)         
      (3,207,269) -  -  - 
    EXPENSES            
    Administrative services 1,058,598  -  -  - 
    Amortization 5,738  1,703  581  726 
    Consulting fees 453,883  60,000  33,680  132,675 
    Directors’ fees 161,763  12,000  12,000  62,000 
    Investor relations and shareholder information 2,335,914  155,206  144,108  135,120 
    Legal and accounting 3,634,394  114,236  438,377  482,017 
    Listing and filing fees 338,894  25,919  76,995  46,649 
    Management fees 726,205  105,000  134,490  132,215 
    Office and miscellaneous 2,263,980  72,278  58,361  96,729 
    Salaries and benefits 1,241,867  128,925  104,235  86,948 
    Stock-based compensation 4,227,551  1,769,263  310,246  748,409 
    Travel 1,110,102  72,332  46,099  60,477 
      17,558,889  2,516,862  1,359,172  1,983,965 
    Loss before other items: (20,766,158) (2,516,862) (1,359,172) (1,983,965)
    Other items            
    Interest income 1,233,480  69,764  165,004  144,422 
    Foreign exchange gain (loss) 109,283  (765,770) 519,722  (115,024)
    Gain realized on disposition of option on property 143,552  -  -  - 
    Gain on sale of investment securities 17,692  -  -  - 
    Write-down of advances receivable (438,472) -  (24,029) (66,120)
    Financing costs (341,006) -  -  - 
    Write-down of investment securities (838,485) -  -  (28,657)
    Loss on equipment disposals (32,784) -  -  - 
    Write-down of equipment (16,335) -  -  - 
    Write-down of mineral properties (7,110,148) -  -  - 
      (7,273,223) (696,006) 660,697  (65,379)
    Loss for the year before future income            
       taxes and non-controlling interest (28,039,381) (3,212,868) (698,475) (2,049,344)
    Future income tax expense (Note 13) (4,928,340) (533,297) (620,710) (479,270)
    Non-controlling interest (11) -  -  - 
    Net Loss for the Year (32,967,732) (3,746,165) (1,319,185) (2,528,614)
    Other Comprehensive Income            
    Unrealized loss on investment            
       securities (Note 4) (39,948) (88,479) (19,352) - 
    Total Comprehensive Loss$ (33,007,680)$ (3,834,644)$ (1,338,537)$ (2,528,614)
                 
    Basic and diluted            
       Loss per share   $ (0.15)$ (0.06)$ (0.13)
    Weighted average number of            
       common shares outstanding    24,979,312  23,570,728  19,857,210 

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

    60



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Consolidated Statements of Shareholders’ Equity
    (In Canadian Dollars)
    Years ended January 31

                     Accumulated    
      Number of        Subscriptions     Other  Total 
      Common     Contributed  Received in     Comprehensive  Shareholders’ 
      Shares  Share Capital  Surplus  Advance  Deficit  Income (Loss)  Equity 
    Balance, January 31, 2006 5,106,266 $31,560,337 $1,428,173 $ 60,000 $(25,373,768)$ - $ 7,674,742 
    Common shares issued for cash:                     
       Private placement 1,500,000  4,500,000  -  (60,000) -  -  4,440,000 
       Exercise of warrants 191,194  527,888  -  -  -  -  527,888 
       Exercise of stock options 36,900  66,430  -  -  -  -  66,430 
       Shares returned to treasury (2,000) (11,000) -  -  -  -  (11,000)
       Share issue costs -  (17,009) -  -  -  -  (17,009)
    Fair value of stock options exercised -  35,147  (35,147) -  -  -  - 
    Fair value of warrants exercised -  44,685  (44,685) -  -  -  - 
    Stock-based compensation -  -  748,409  -  -  -  748,409 
    Loss for the year -  -  -  -  (2,528,614) -  (2,528,614)
    Balance, January 31, 2007 6,832,360  36,706,478  2,096,750  -  (27,902,382) -  10,900,846 
    Stock split on a 3 for 1 basis 13,664,720  -  -  -  -  -  - 
      20,497,080  36,706,478  2,096,750  -  (27,902,382) -  10,900,846 
    Transitional adjustment for fair value of                     
         investment securities -  -  -  -  -  67,883  67,883 
    Common shares issued for cash:                     
       Private placement 4,230,000  3,369,900  860,100  -  -  -  4,230,000 
       Exercise of warrants 20,691  13,794  -  -  -  -  13,794 
       Exercise of stock options 135,000  76,100  -  -  -  -  76,100 
    Fair value of stock options exercised -  40,840  (40,840) -  -  -  - 
    Fair value of warrants exercised -  4,593  (4,593) -  -  -  - 
    Stock-based compensation -  -  310,246  -  -  -  310,246 
    Loss for the year -  -  -  -  (1,319,185)    (1,319,185)
    Unrealized loss on investment securities -  -  -  -  -  (19,352) (19,352)
    Balance January 31, 2008 24,882,771  40,211,705  3,221,663  -  (29,221,567) 48,531  14,260,332 
    Common shares issued for cash:                     
       Exercise of stock options 107,000  59,920  -  -  -  -  59,920 
    Fair value of stock options exercised -  30,019  (30,019) -  -  -  - 
    Stock-based compensation -  -  1,769,263  -  -  -  1,769,263 
    Loss for the year -  -  -  -  (3,746,165) -  (3,746,165)
    Unrealized loss on investment securities -  -  -  -  -  (88,479) (88,479)
    Balance January 31, 2009 24,989,771 $40,301,644 $4,960,907 $ - $(32,967,732)$ (39,948)$12,254,871 

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

    61



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Consolidated Statements of Cash Flows
    (In Canadian Dollars)
    Year ended January 31

      For the period from          
      inception on January          
      22, 1981 to January          
      31, 2009  2009  2008  2007 
            (Note 16)   
     OPERATING ACTIVITIES            
     Loss for the period$ (32,967,732)$ (3,746,165)$(1,319,185)$(2,528,614)
     Adjustments for items not involving cash:            
           Amortization 5,738  1,703  581  726 
           Write-down of equipment 16,335  -  -  - 
           Stock based compensation 4,227,551  1,769,263  310,246  748,409 
           Non-controlling interest 11  -  -  - 
           Future income tax expense 4,928,340  533,297  620,710  479,270 
           Write-down of investment securities 838,485  -  -  28,657 
           Write-down of mineral properties 7,110,148  -  -  - 
           Write-down of advances receivable 438,472  -  24,029  66,120 
           Loss on equipment disposals 32,784  -  -  - 
           Gain on sale of investment securities (17,692) -  -  - 
           Gain realized on disposition of option on property (143,552) -  -  - 
           Gain (loss) on foreign exchange (300,597) 908,329  (577,162) 89,877 
     Net change in non-cash working capital (Note 12) (366,524) (24,160) (260,860) (359,733)
                 
     Cash Used in Operating Activities (16,198,233) (557,733) (1,201,641) (1,475,288)
                 
     INVESTING ACTIVITIES            
     Mineral properties acquisition and            
           exploration expenditures incurred (21,367,567) (1,609,696) (2,074,001) (1,660,128)
     Acquisition of Marcus Corporation (14,498) -  -  - 
     Proceeds on sale of equipment 92,732  -  -  - 
     Repayment of loan receivable          83,000 
     Purchase of equipment (152,405) (6,920) -  - 
     Purchase of investments (1,058,950) -  -  - 
     Decrease (increase) in reclamation deposit (477,550) (157,447) 12,126  (71,253)
     Cash Used In Investing Activities (22,978,238) (1,774,063) (2,061,875) (1,648,381)
     FINANCING ACTIVITY            
     Issuance of shares for cash, net 40,477,555  59,920  4,319,894  5,006,309 
     Cash Provided By Financing Activity 40,477,555  59,920  4,319,894  5,006,309 
                 
     Foreign Exchange Effect on Cash Held in a            
           Foreign Currency 2,103  2,103  -  - 
     Net Increase (Decrease) in Cash 1,303,187  (2,269,773) 1,056,378  1,882,640 
     Cash, beginning of year 29,129  3,602,089  2,545,711  663,071 
     Cash, end of year$ 1,332,316 $ 1,332,316 $ 3,602,089 $ 2,545,711 
                 
    Supplementary disclosure of cash flow information:            
    Cash paid during the year for:            
     Interest paid   $ 2,795 $ 333 $ 57 
     Income taxes paid   $ - $ - $ - 
     Expenditures on mineral property interests            
           included in advances payable to related party   $ 40,797 $ - $ - 

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

    62



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    1.

    Nature of Operations and Going Concern

    Coral Gold Resources Ltd. (the “Company”) was incorporated under theCompany Actof British Columbia and is primarily involved in the exploration and development of its mineral properties.

    The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of mineral properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing. Changes in future conditions could require material write-downs of the carrying values.

    At January 31, 2009, the Company had working capital of $959,419 (2008 - $3,322,447) and an accumulated deficit of $32,967,732 (2008 - $29,221,567). Management of the Company believes that it has sufficient funds to pay its ongoing administrative expenses and meet its liabilities for the ensuing year as they fall due, to fund cash payments for administration, ongoing commitments and current planned exploration programs.

    2.

    Significant Accounting Policies

    a)

    Basis of Presentation and Consolidation

    These audited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which are in conformity with United States generally accepted accounting principles (“US GAAP”), except as described in Note 18 to these consolidated financial statements. All figures are in Canadian dollars unless otherwise stated.

    These consolidated financial statements include the accounts of the Company and its wholly-owned integrated subsidiaries, Coral Resources, Inc. and Coral Energy Corporation of California and its 98.49% owned integrated subsidiary Marcus Corporation of Nevada. Significant inter-company accounts and transactions have been eliminated.

    b)

    Equipment

    Equipment is recorded at historical cost less accumulated amortization. Using the following methods, amortization is calculated and charged to operations as follows:


    Computer HardwareDeclining balance on 20% annual rate
    EquipmentDeclining balance on 20% annual rate
    VehiclesStraight line over 5 years

    63



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    2.

    Significant Accounting Policies(Continued)

    c)

    Mineral Properties

    The Company is in the exploration stage and defers all expenditures related to its mineral properties until such time as the properties are put into commercial production, sold or abandoned. Under this method, all amounts shown as mineral properties represent costs incurred to date, including acquisition costs, exploration and development expenditures, net of any recoveries. These amounts represent costs incurred to date and do not necessarily reflect present of future values.

    The costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed or the Company’s mineral rights are allowed to lapse. If the properties are put into commercial production, the expenditures will be depleted based upon the proven and probable reserves available. If the properties are sold or abandoned, the expenditures will be charged to operations. The Company does not accrue the estimated future costs, such as land taxes, of maintaining its mineral properties in good standing.

    The carrying values of mineral properties, on a property-by-property basis, are reviewed by management at least annually to determine if the mineral properties have become impaired. If impairment is deemed to exist, the mineral property will be written down to its fair value. The ultimate recoverability of the amounts capitalized for the mineral properties is dependent upon the delineation of economically recoverable ore reserves and the Company’s ability to obtain the necessary financing to complete their development and realize profitable production or proceeds from the disposition thereof. Management’s estimates of recoverability of the Company’s investment in various projects have been based on current conditions. However, it is reasonably possible that changes could occur in the near term which could adversely affect management’s estimates and may result in future write-downs of capitalized property carrying values.

    d)

    Asset Retirement Obligation (“ARO”)

    The Company recognizes an estimate of the liability associated with an ARO in the consolidated financial statements at the time the liability is incurred. The estimated fair value of the ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount is depleted on a straight-line basis over the estimated life of the asset. The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period. The ARO can also increase or decrease due to changes in the estimates of timing of cash flows or changes in the original estimated undiscounted cost. Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded.

    e)

    Income Taxes

    The Company follows the asset and liability method of accounting for income taxes. Under this method of tax allocation, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences). Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantially assured. The amount of future income tax assets recognized is limited to the amount of the benefit that is more likely than not to be realized.

    64



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    2.

    Significant Accounting Policies(Continued)

    f)

    Foreign Currency Translation

    The Company’s integrated foreign subsidiaries are financially and operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated foreign operations into Canadian dollars. Assets and liabilities denominated in foreign currencies are translated into Canadian dollars at exchange rates in effect at the balance sheet date for monetary items and at exchange rates prevailing at the transaction dates for non-monetary items. Revenues and expenses are translated at the average exchange rate prevailing during the year except for amortization, which is translated at historical exchange rates. Gains and losses arising from this translation are included in the determination of net loss for the year.

    g)

    Use of Estimates

    The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the recoverability of mineral property interests, estimated balances of accrued liabilities, valuation of asset retirement obligation, the assumptions used in the determination of the fair value of stock-based compensation and the determination of the valuation allowance for future income taxes. Although management believes its estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

    h)

    Stock-Based Compensation

    The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments measured and recognized, to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. The fair value of the options is accrued and charged either to operations or mineral properties, with the offset credit to contributed surplus. For directors and employees the options are recognized over the vesting period, and for non-employees the options are recognized over the related service period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.

    i)

    Loss Per Share

    Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted earnings per share. Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. However, diluted loss per share is not presented where the effects on conversion and exercise of options and warrants would be anti- dilutive.

    j)

    Accounting for Equity Units

    Proceeds received on the issuance of units, consisting of common shares and warrants, are first allocated to warrants based on their fair value calculated using the Black-Scholes option pricing model and the remainder is allocated to common shares.

    65



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    2.

    Significant Accounting Policies(Continued)

    k)

    Financial Instruments and Comprehensive Income

    All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for- trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity. Any financial instrument may be designated as held-for-trading upon initial recognition.

    Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments.

    Comprehensive income (loss) is defined as the change in equity from transactions and other events from sources other than the Company’s shareholders. Other comprehensive income or loss refers to items recognized in comprehensive income or loss that are excluded from operations calculated in accordance with Canadian GAAP.

    l)

    New Accounting Standards

    Effective February 1, 2008, the Company adopted the following standards of the Canadian Institute of Chartered Accountants (“CICA”) Handbook:


    (i)

    Capital Disclosures (Section 1535)

    Director
       
     

    Section 1535 specifies

    The accompanying notes are an integral part of the consolidated financial statements
    67


    CORAL GOLD RESOURCES LTD.
    Consolidated Statements of Operations and Comprehensive Loss
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

      Note  2012  2011 
            (Note 18) 
              
    Operating and Administrative Expenses         
    Depreciation    $1,845  $1,679 
    Consulting fees     96,951   28,783 
    Directors’ fees     12,000   17,250 
    Investor relations and shareholder information     109,690   228,326 
    Legal and accounting     58,676   64,268 
    Finance costs  11   7,067   11,228 
    Listing and filing fees      24,646   24,463 
    Management fees      106,140   105,000 
    Office and miscellaneous      90,259   57,507 
    Salaries and benefits      169,483   131,993 
    Share-based payments  9   63,146   559,064 
    Travel      32,684   47,256 
           772,587   1,276,817 
                 
    Loss before other items and income tax      (772,587)  (1,276,817)
                 
    Other Income (Expenses)            
    Interest and other income      28,784   22,654 
    Foreign exchange gain (loss)      1,281   (14,662)
    LOSS BEFORE INCOME TAX      (742,522)  (1,268,825)
                 
    Deferred income tax expense      (31,291)  (290,956)
    NET LOSS FOR YEAR      (773,813)  (1,559,781)
                 
    Other Comprehensive Income (Loss)            
    Unrealized gain (loss) on available for sale securities, net of tax (note 6)      (330,342)  636,626 
    COMPREHENSIVE LOSS FOR YEAR     $(1,104,155) $(923,155)
                 
    Loss per Share - Basic and Diluted     $(0.02) $(0.05)
                 
    Weighted Average Number of Common Shares Outstanding      33,483,650   31,294,001 
    The accompanying notes are an integral part of the consolidated financial statements
    68

    CORAL GOLD RESOURCES LTD.
    Consolidated Statements of Changes in Equity
    (Expressed in Canadian dollars)

               Reserves          
      Note Number of Common Shares  Share Capital Amount  Equity Settled Employee Benefits  Reserve for Warrants  Total Equity Reserves  Accumulated Other Comprehensive Loss  Accumulated Deficit  Total Equity 
                                        
    Balance, February 1, 2010 18   25,513,271  $40,875,379  $1,900,107  $2,944,242  $4,844,349  $425,695  $(31,036,565) $15,108,858 
    Common shares issued for cash:                                   
    Private placement 8b  7,000,120   2,453,843   -   1,396,223   1,396,223   -   -   3,850,066 
    Share issuance costs 8b  -   (354,117)  -   61,258   61,258   -   -   (292,859)
    Exercise of options 8b  436,000   327,000   -   -   -   -   -   327,000 
    Share-based payments 9   -   -   559,064   -   559,064   -   -   559,064 
    Transfer of reserve on exercise of options 8b  -   87,320   (87,320)  -   (87,320)  -   -   - 
    Transfer of expired options and warrants     -   -   (579,692)  (2,944,242)  (3,523,934)  -   3,523,934   - 
    Unrealized gain on investment in securities, net of tax 6   -   -   -   -   -   636,626   -   636,626 
    Net loss for the year     -   -   -   -   -   -   (1,559,781)  (1,559,781)
    Balance, January  31, 2011     32,949,391  $43,389,425  $1,792,159  $1,457,481  $3,249,640  $1,062,321  $(29,072,412) $18,628,974 
                                        
    Balance, January  31, 2011 18   32,949,391  $43,389,425  $1,792,159  $1,457,481  $3,249,640  $1,062,321  $(29,072,412)  18,628,974 
                                        
    Common shares issued for cash:                                   
           Exercise of options 8b  95,000   48,950   -   -       -   -   48,950 
    Exercise of warrants 8b  519,258   389,444   -   -   -   -   -   389,444 
    Transfer of reserve on exercise of options and warrants     -   126,603   (37,875)  (88,728)  (126,603)  -   -   - 
    Share-based payments 9   -   -   63,146   -   63,146   -   -   63,146 
    Transfer of expired options and warrants     -   -   (805,185)  -   (805,185)  -   805,185   - 
    Unrealized loss on investment in securities, net of tax 6   -   -   -   -   -   (330,342)  -   (330,342)
    Net loss for the year     -   -   -   -       -   (773,813)  (773,813)
    Balance, January 31, 2012     33,563,649  $43,954,422  $1,012,245  $1,368,753  $2,380,998  $731,979  $( 29,041,040) $18,026,359 

    The accompanying notes are an integral part of the consolidated financial statements
    69


    CORAL GOLD RESOURCES LTD
    Consolidated Statements of Cash Flows
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

      Note  2012  2011 
              
            (Note 18) 
    CASH PROVIDED BY (USED IN):         
              
    OPERATING ACTIVITIES         
    Net loss    $(773,813) $(1,559,781)
    Adjustments for non-cash items:           
    Depreciation     1,845   1,679 
    Share-based payments     63,146   559,064 
    Foreign exchange gain (loss)     354   16,086 
    Finance costs     7,067   11,228 
    Deferred income tax expense     31,291   290,956 
                
          (670,110)  (680,768)
    Net change in non-cash working capital  15   (54,845)  43,890 
                 
           (724,955)  (636,878)
                 
                 
    INVESTING ACTIVITIES            
    Expenditures on exploration and evaluation assets      (1,056,544)  (1,149,094)
    Purchase of property and equipment      (3,023)  (102,835)
    Increase in reclamation bond      (34,696)  - 
                 
           (1,094,263)  (1,251,929)
                 
    FINANCING ACTIVITIES            
    Issuance of shares for cash, net      438,394   3,884,207 
                 
    Effect of exchange rate fluctuations on cash and equivalents      (546)  (308)
                 
    Net (decrease) increase in cash and equivalents      (1,381,370)  1,995,092 
    Cash and cash equivalents, beginning of the period      2,695,864   700,772 
                 
    Cash and cash equivalents, beginning of the period, end of the period     $1,314,494  $2,695,864 
                 
                 
    SUPPLEMENTARY CASH FLOW DISCLOSURES            
    Cash paid during the year for:            
    Interest expense     $252  $8 
    Income taxes     $-  $- 
    Expenditures on exploration and evaluation assets included in advances payable to related parties, net     $79,849  $1,605 
    The accompanying notes are an integral part of the consolidated financial statements
    70

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    1.      NATURE AND CONTINUANCE OF OPERATIONS
    Coral Gold Resources Ltd. (the “Company”) was incorporated in 1988 under the Company Act of British Columbia and is primarily involved in the exploration and development of its mineral properties. The Company’s head office and principal place of business is Suite 900, 570 Granville Street, Vancouver, BC, Canada.

    These consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  Accordingly, these consolidated financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

    The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company's ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing.

    At January 31, 2012, the Company had working capital of $1,166,633 (January 31, 2011 - $2,577,722; February 1, 2010 - $630,567) and an accumulated deficit of $29,041,040 (January 31, 2011 - $29,072,412; February 1, 2010 - $31,036,565). Management believes the Company has sufficient funds to meet its liabilities for the ensuing year as they fall due, and to fund payments for administration, ongoing commitments and current planned exploration programs.

    2.      BASIS OF PRESENTATION
    Statement of compliance and conversion to International Financial Reporting Standards
    These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These are the Company’s first IFRS annual consolidated financial statements to be presented in accordance with IFRS and IFRS 1 First-time Adoption of IFRS has been applied. Previously the Company prepared its annual and interim consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Note 18 contains reconciliations and descriptions of the effect of the transition from Canadian GAAP to IFRS on equity, operations and comprehensive loss along with reconciliations of the statements of financial position as at February 1, 2010 and January 31, 2011 and the statements of operations and comprehensive loss and cash flows for the year ended January 31, 2011.
    Basis of presentation
    These consolidated financial statements are expressed in Canadian dollars, the Company’s functional currency and have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.  In addition, these consolidated financial statements have been prepared using the accrual basis of accounting.  The accounting policies set out in Note 3 have been applied consistently to all years presented in these consolidated financial statements as if the policies have always been in effect, subject to certain IFRS transition elections described in Note 18.
    71

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    2.      BASIS OF PRESENTATION (continued)

    Approval of the consolidated financial statements
    These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 25, 2012.
    Foreign Currency Translation
    The functional and reporting currency of the Company and its subsidiaries is the Canadian dollar.  Transactions in currencies other than the Company’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.  Foreign currency translation differences are recognized in net loss for the year.
    Significant Accounting Judgements and Estimates
    The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  The consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods.
    Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
    ·  the disclosure of: (i) an entity’s objectives, policiesrecoverability of amounts receivable, which are included in the consolidated statements of financial position;
    ·  the carrying value and proceduresrecoverable amount  of exploration and evaluation assets;
    ·  the estimated useful lives of property and equipment;
    ·  the recoverability and measurement of deferred tax assets and liabilities;
    ·  the provisions for managing capital; (ii) quantitative data about what estimated site restoration obligations; and
    ·  the entity regards as capital; (iii) whetherinputs used in accounting for share-based payments expense in the entity has complied with any capital requirements;consolidated statements of operations and (iv) if it has not complied, the consequencescomprehensive loss.
    72

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    3.      SIGNIFICANT ACCOUNTING POLICIES
    Basis of Consolidation
    The consolidated financial statements include the accounts of the Company and its US subsidiaries.
    Ownership InterestJurisdiction
    Nature of such non- compliance.

    Operations
    Coral Resources, Inc.100%California, USAExploration Company
       
     

    As a result of the adoption of this standard, additional disclosure on the Company’s capital management strategy have been included in Note 11.

    Coral Energy Corporation100%California, USAHolding Company
       
     (ii)

    Financial Instruments – Disclosures (Section 3862) and Financial Instruments – Presentation (Section 3863)

       
    Marcus Corporation

    Sections 3862 and 3863 replace Handbook Section 3861, “Financial Instruments – Disclosures and Presentation”, revising its disclosure requirements, and carrying forward its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

      98.49%Nevada, USAHolding Company
    Intercompany balances and transactions, including unrealized income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.
    Financial Instruments
    All financial assets are initially recorded at fair value and classified into one of four categories: held to maturity, available for sale, loans and receivable or fair value through profit or loss (“FVTPL”). All financial liabilities are initially recorded at fair value and classified as either FVTPL or other financial liabilities. Financial instruments comprise cash and cash equivalents, marketable securities, amounts due from related party, accounts payable and amounts due to related parties. At initial recognition management has classified financial assets and liabilities as follows:
    The Company has classified its cash and cash equivalents as FVTPL. Marketable securities are classified as available for sale and amounts due from related parties are classified as loans and receivables. Accounts payable and amounts due to related parties are classified as other liabilities.
    Fair value hierarchy

    Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:

    Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
    Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
    Level 3 – Inputs for the asset or liability that are not based on observable market data.
    Cash and cash equivalents
    Cash and cash equivalents in the statements of financial position comprise cash at banks and on hand, and short term deposits with an original maturity of three months or less, which are cashable readily convertible into a known amounts of cash.
    73

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    3.      SIGNIFICANT ACCOUNTING POLICIES (continued)
    Exploration and evaluation assets
    The Company is in the exploration stage with respect to its mineral properties and capitalizes all costs relating to the acquisition, exploration and evaluation of mineral claims and recognizes any proceeds received as a reduction of the cost of the related claims. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment. All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to the results of operations.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm out of the property result in a revised estimate of the recoverable amount, but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.
    The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.
    Incidental revenues and operating costs are included in exploration and evaluation assets prior to commercial production.
    Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine development properties, and subsequently amortized over the life of the resources associated with the area of interest once mining operations have commenced.
    Property and equipment
    Property and equipment are recorded at historical cost less accumulated depreciation. Historical costs include expenditures that are directly attributable to bringing the asset to a location and condition necessary to operate in a manner intended by management. Such costs are accumulated as construction in progress until the asset is available for use, at which point the asset is classified as plant and equipment. Once commercial production has commenced, mine, mill, machinery, plant facilities, and certain equipment are depreciated using the units of production method, if sufficient reserve information is available or the straight-line method over their estimated useful lives, not to exceed the life of the mine to which the assets related.
    Property and equipment are depreciated annually at the following rates:

    Section 3862 specifies disclosures that enable users to evaluate: (i) the significance of financial instruments for the entity’s financial position and performance; and (ii) the nature and extent of risks arising from financial instruments to which the entity is exposed and how the entity manages those risks.

    Computer hardware 20% declining balance

    As a result of the adoption of these standards, additional disclosures on the risks of certain financial instruments have been included in Note 3.

    66



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    2.

    Significant Accounting Policies(Continued)


    l)

    New Accounting Standards(Continued)


    (iii)

    Going Concern

    Equipment 20% declining balance

    In June 2007, the CICA amended Section 1400, “General Standards of Financial Statement Presentation”, which requires management to make an assessment of the Company’s ability to continue as a going concern. When financial statements are not prepared on a going concern basis, that fact shall be disclosed together with the basis on which the consolidated financial statements are prepared and the reason why the company is not considered a going concern. The Company adopted this policy on February 1, 2008 with no significant effect on these consolidated financial statements.


    m)

    Recent Accounting Pronouncements


    (i)

    International Financial Reporting Standards (“IFRS”)

    Vehicles 

    In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accounting principles. The date is for interim and annual financial statements relating to fiscal5    years beginning on or after February 1, 2011. The transition date of February 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended January 31, 2011. While the Company has begun assessing the adoption of IFRS for 2012, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

    (ii)

    Business Combinations

    In January 2009, the CICA issued Section 1582, “Business Combinations”, Section 1601, “Consolidations”, and Section 1602, “Non-Controlling Interests”. These sections replace the former Section 1581, “Business Combinations”, and Section 1600, “Consolidated Financial Statements”, and establish a new section for accounting for a non-controlling interest in a subsidiary.

    Sections 1582 and 1602 will require net assets, non-controlling interests and goodwill acquired in a business combination to be recorded at fair value and non-controlling interests will be reported as a component of equity. In addition, the definition of a business is expanded and is described as an integrated set of activities and assets that are capable of being managed to provide a return to investors or economic benefits to owners. Acquisition costs are not part of the consideration and are to be expensed when incurred. Section 1601 establishes standards for the preparation of consolidated financial statements.

    straight line

    67

    An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statements of comprehensive income or loss.
    Where an item of property and equipment comprises major components with different useful lives, the components are accounted for as separate items of property and equipment.  Expenditures incurred to replace a component of an item of plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.
    74


    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    2.

    Significant Accounting Policies(Continued)


    m)

    Recent Accounting Pronouncements(Continued)


    (iii)

    Business Combinations (Continued)

    These new sections apply to the Company’s interim and annual consolidated financial statements relating to fiscal years beginning on or after February 1, 2011. Earlier adoption of these sections is permitted as of the beginning of a fiscal year. All three sections must be adopted concurrently. The Company is currently evaluating the impact of the adoption of these sections.


    3.

    Risk Management and Financial Instruments

    The Company classified its cash as held-for-trading; investment securities as available-for-sale; advances receivable from related parties, interest and other amounts and reclamation deposit as loans and receivable; and accounts payable and accrued liabilities and advances payable as other financial liabilities.

    The carrying values of cash, advances receivable from related parties, interest and other amounts, accounts payable and accrued liabilities, and advances payable approximate their fair values due to the short-term maturity of these financial instruments. Investments securities are accounted for at market values. The book value of reclamation deposit approximates its fair value as the stated rate approximates the market rate of interest.

    The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

    a)

    Credit Risk

    Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. Management considers credit risk on cash to be immaterial because the counterparties are highly rated Canadian banks.

    b)

    Liquidity Risk

    Liquidity risk is the risk that the Company will encounter difficulty in obtaining funds to meet its commitments. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company has cash and cash equivalents at January 31, 2009 in the amount of $1,332,316 in order to meet short-term business requirements. At January 31, 2009, the Company had current liabilities of $405,397. All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

    c)

    Market Risk

    The significant market risks to which the Company is exposed are interest rate risk, foreign exchange risk and other price risk. These are discussed further below:

    Interest Rate Risk

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s reclamation bonds have fixed interest rates therefore exposed to interest rate risk.

    68



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    3.

    Risk Management and Financial Instruments (Continued)

    c) Market Risk(Continued)

    Foreign Exchange Risk

    Foreign exchange risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign exchange fluctuation related to its mineral properties and expenditures thereon, and reclamation bonds held in the US. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company’s financial position results of operations, and cash flows. As at January 31, 2009, the Company held US cash balances totaling US$7,335 (2008 – US$87,400) and US$389,360 (2008 – US$319,400) in reclamation bonds which will offset the asset retirement obligation US$220,937 (2008 – US$193,934). Based on the above net exposures as at January 31, 2009, a 10% change in Canadian/US exchange rate will impact the Company’s earnings by approximately $18,000.

    Other Price Risk

    Other price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk.

    4.

    Investment Securities

    At January 31, 2009,2012 and 2011

    (Expressed in Canadian dollars)

    3.      SIGNIFICANT ACCOUNTING POLICIES (continued)
    Impairment
    At each financial reporting date, the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  Where the asset does not generate cash flows that are independent from other assets, the Company heldestimates the recoverable amount of the cash-generating unit to which the asset belongs.
    An asset’s recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period.
    Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in profit or loss.
    Accounting for equity units
    Proceeds received on the issuance of units, comprised of common shares and warrants are allocated based on their relative fair values, calculated using the Black-Scholes option pricing model for warrants and the market price of common shares.
    Share-based payment transactions
    The share option plan allows Company employees, directors and consultants to acquire shares of the Company.  All options granted are measured at fair value and are recognized in expenses as follows:

             Accumulated    
       Number of     Unrealized    
       Shares  Cost  Gains (losses)  Fair Value 
                  
     Available-for-sale shares:            
     Levon Resources Ltd. 967,571 $ 77,117 $ (19,063)$ 58,054 
     Mill Bay Ventures Inc. 518,731  41,634  (20,885) 20,749 
                  
         $ 118,751 $ (39,948)$ 78,803 

    Atshare-based payments with a corresponding increase in equity reserves.  An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

    The fair value of employee options is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  For non-employees, share-based payments are measured at the fair value goods and services received or the fair value or the fair value of the equity instruments issued, if it is determined the fair value cannot be reliably measured, and are recorded at the date the goods or services are received.   The fair value of the options is accrued and charged either to operations or exploration and evaluation assets, with the offset credit to equity reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. Upon the expiration or cancellation of unexercised stock options, the Company will transfer the value attributed to those stock options from equity reserves to deficit.
    Provisions
    Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to passage of time is recognized as accretion expense.
    75

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2008,2012 and 2011
    (Expressed in Canadian dollars)


    3.      SIGNIFICANT ACCOUNTING POLICIES (continued)
    Reclamation provision
    The Company records the present value of estimated costs of legal and constructive obligations required to restore mineral properties in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and restoration, reclamation and re-vegetation of affected areas.
    The fair value of the liability for a rehabilitation provision is recorded when it is incurred. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mineral property. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability, which is accreted over time through periodic charges to income or loss. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur.
    Loss per share
    The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company heldby the weighted average number of common shares outstanding during the period.  Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.    In the Company's case, diluted loss per share is the same as follows:

             Accumulated    
       Number of     Unrealized    
       Shares  Cost  Gains (losses)  Fair Value 
                  
     Available-for-sale shares:            
     Levon Resources Ltd. 967,571 $ 77,117 $ 48,667 $ 125,784 
     Mill Bay Ventures Inc. 518,731  41,634  (136) 41,498 
                  
         $118,751 $ 48,531 $ 167,282 

    Levon Resources Ltd.basic loss per share as the effects of including all outstanding options and warrants would be anti-dilutive.

    Income taxes
    Income tax on the profit or loss for the years presented comprises current and deferred tax.  Income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized as equity.
    Deferred tax is provided using the statement of financial position asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.
    A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
    New accounting standards and interpretations not yet adopted
    Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the International Financial Reporting Interpretations Committee (“Levon”IFRIC”) that are mandatory for accounting periods beginning after January 1, 2010, or later periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.
    The Company has not early-adopted these standards, amendments and Mill Bay Ventures Inc. (“Mill Bay”interpretations. However, the Company is currently assessing what impact the application of these standards or amendments will have on the consolidated financial statements of the Company.
    New accounting standards effective February 1, 2012
    Amendments to IFRS 7 Financial Instruments: Disclosures - In October 2010, the IASB issued amendments to IFRS 7 that improve the disclosure requirements in relation to transferred financial assets. The amendments are effective for annual periods beginning on or after July 1, 2011, with early adoption permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.
    76

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    3.      SIGNIFICANT ACCOUNTING POLICIES (continued)
    New accounting standards and interpretations not yet adopted (continued)
    New accounting standards effective February 1, 2012 (continued)
    IAS 12 Income Taxes - In December 2010, the IASB issued an amendment to International Accounting Standard (”IAS”) 12 that provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes. This amendment is effective for annual periods beginning on or after July 1, 2011, with early adoption permitted. The Company does not anticipate this amendment to have common directorsa significant impact on its consolidated financial statements.
    New accounting standards effective January 1, 2013
    IFRS 10 Consolidated Financial Statements - IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the Company.

    69

    investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12 Consolidation - Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements.
    IFRS 11 Joint Arrangements - IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities - Non-monetary Contributions by Venturers.
    IFRS 12 Disclosure of Interests in Other Entities - IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interests in other entities.
    IFRS 13 Fair Value Measurement - IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is 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. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures.
    Amendments to IAS 1 Presentation of Financial Statements - The IASB has amended IAS 1 to require entities to separate items presented in other comprehensive income (“OCI”) into two groups, based on whether or not items may be reclassified into profit or loss in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately.
    77

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    3.      SIGNIFICANT ACCOUNTING POLICIES (continued)
    New accounting standards and interpretations not yet adopted (continued)
    New accounting standards effective January 1, 2013 (continued)
    IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine - IFRIC 20 addresses the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. Stripping activity may result in two types of benefits: (i) inventory produced and (ii) improved access to ore that will be mined in the future. Stripping costs associated with inventory production should be accounted for as a current production cost in accordance with IAS 2 Inventories, and those associated with improved access to ore should be accounted for as an addition to, or enhancement of, an existing asset.
    Amendments to other standards - In addition, there have been other amendments to existing standards, including IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 13.
    Each of the new standards, IFRS 10 to 13, IFRIC 20 and the amendments to other standards, is effective for the Company beginning on January 1, 2013 with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new standards will have on its consolidated financial statements or whether to early-adopt any of the new requirements.
    IFRS 9 Financial Instruments - IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 Financial Instruments – Recognition and Measurement for debt instruments with a new mixed measurement model having only two categories: amortized cost and FVTPL. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at FVTPL or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, others gains and losses (including impairments) associated with such instruments remain in accumulated OCI indefinitely.
    Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, except that fair value changes due to credit risk for liabilities designated at FVTPL would generally be recorded in other comprehensive income.
    IFRS 9 is effective for annual periods beginning on or after January 2015 with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new and amended standards will have on its consolidated financial statements or whether to early-adopt any of the new requirements.
    78

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    4.      EXPLORATION AND EVALUATION ASSETS
    The Company has accumulated the following acquisition and exploration expenditures:
      
    Robertson
    Property
      Ruf and Norma Sass Claims  Other  Total 
                 
    Balance, January 31, 2010 $15,568,411  $29,612  $3  $15,598,026 
                     
    Exploration costs during year:                
    Assays  143,601   -   -   143,601 
    Consulting  292,968   -   -   292,968 
    Drilling  507,771   -   -   507,771 
    Lease payments  90,684   -   -   90,684 
    Mapping  9,468   -   -   9,468 
    Taxes, licenses and permits  87,809   5,251   -   93,060 
    Water analysis  395   -   -   395 
    Reclamation provision  12,752   -   -   12,752 
    Adjustment to reclamation provision  9,505   -   -   9,505 
                     
    Balance, January 31, 2011  16,723,364   34,863   3   16,758,230 
                     
    Exploration costs during year:                
    Assays  85,025   -   -   85,025 
    Consulting  804,056   -   -   804,056 
    Drilling  4,515   -   -   4,515 
    Lease payments  105,304   -   -   105,304 
    Mapping  22,401   -   -   22,401 
    Taxes, licenses and permits  92,629   5,770   -   98,399 
    Water analysis  574   -   -   574 
    Reclamation provision  14,514   -   -   14,514 
                     
    Balance, January 31, 2012 $17,852,382  $40,633  $3  $17,893,018 

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)a)  
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)Robertson Property

    4.

    Investment Securities(Continued)

    During the year ended January 31, 2009, the Company recognized an $88,479 (2008- $19,352) unrealized loss included in other comprehensive income (loss).

    5.

    Equipment


          Accumulated  Net Book 
     January 31, 2009 Cost  Amortization  Value 
     Computer hardware$5,926 $4,190 $1,736 
     Equipment 436  310  126 
     Vehicles 6,920  1,238  5,682 
      $13,282 $5,738 $7,544 
               
          Accumulated  Net Book 
     January 31, 2008 Cost  Amortization  Value 
     Computer hardware$ 5,926 $ 3,756 $ 2,170 
     Equipment 436  279  157 
      $ 6,362 $ 4,035 $ 2,327 

    70



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    6.

    Mineral Properties


          Ruf and       
       Robertson  Norma Sass       
       Property  Property  Other  Total 
                  
     Balance, January 31, 2007$11,737,367 $18,367 $ 3 $11,755,737 
                  
     Exploration costs incurred during            
     year:            
        Acquisition costs 258,603  -  -  258,603 
        Assays 90,101  -  -  90,101 
        Consulting 390,432  -  -  390,432 
        Drilling 1,081,658  -  -  1,081,658 
        Field supplies and services 981  -  -  981 
        Lease payments 105,241  -  -  105,241 
        Mapping 16,011  -  -  16,011 
        Taxes, licenses and permits 97,806  5,478  -  103,284 
        Water analysis 395  -  -  395 
        Reclamation 218,858  -  -  218,858 
     Balance, January 31, 2008 13,997,453  23,845  3  14,021,301 
                  
     Exploration costs incurred during            
     year:            
        Assays 138,111  -  -  138,111 
        Consulting 372,187  -  -  372,187 
        Drilling 717,177  -  -  717,177 
        Field supplies and services 10,540  -  -  10,540 
        Lease payments 141,893  -  -  141,893 
        Mapping 3,949  -  -  3,949 
        Taxes, licenses and permits 89,131  -  -  89,131 
        Water analysis 833  -  -  833 
        Reclamation 209,791  -  -  209,791 
     Balance, January 31, 2009$15,681,065 $23,845 $ 3 $15,704,913 

    Robertson Property

    The Company has certain interests in 724803 patented and unpatented loadlode mining claims located in the Bullion Mining District, Lander County, Nevada, subject to a net smelter returnreturns (“NSR”) on production ranging from 4% to 10%, and which certain leases provide for advanceadvanced royalty payments. The Robertson group is comprised of three separate claim groups known as the Core Claims (100% owned),claims, the Carve-out Claims (39% carried interest)claims and the Ruf/Norma Sass/ Claims (66.67% owned).

    Ruf claims.

    (i)    (i)Core Claims – 100% interest

    The Company holds an undivided interest in 561 patented and unpatented lode mining claims. The Company owns outright 485 of these claims of which 39 unpatented lode claims and two placer claims are owned by the Company’s 98.49% owned subsidiary, Marcus.

    79

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    4.      EXPLORATION AND EVALUATION ASSETS (continued)

    a)  

    Robertson Property (continued)


    (i)    Core Claims – 100% interest (continued)

    The remaining 76 claims are leased by the Company as follows:

    (a)   June Claims

    The Company entered a mineral lease and option-to-purchase agreement granting it the exclusive rights to explore, develop and exploit six lode mining claims, which form part of the core area of the Robertson Property.  The agreement is for an initial term of four years expiring March 22, 2012 in consideration of the payment of an annual rent of US$25,000, renewable in successive four-year terms, provided that the rent will increase by US$5,000 every four years. The agreement was renewed in March 2012.

    The property is subject to a 3% NSR royalty, subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point.  The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000.

    (b)   Blue Ridge Claims

    The Company assumed a mineral lease agreement dated March 1, 1992 relating to nine mineral claims, which form part of the core area of the Robertson Property. The original lease agreement bears an initial term of 20 years with the possibility to extend the term if the Company is actively exploring, developing or mining the property. These claims are subject to a 5% NSR. In order to maintain the lease the Company must pay minimum advanced royalty payments of US$1,800 per month during the term of the lease.

    (c)   Chachas/Moore Lease

    The Company assumed an option-to-purchase agreement dated November 30, 1975 related to 13 mineral claims, which form part of the core area of the Robertson Property. The total purchase price of the claims is US$2,000,000, which is payable in installments of US$1,000 per month until paid in full.

    The property is subject to an 8% NSR. Any NSR royalty payments paid to the lessors are credited against the minimum monthly payments for a period equal to the value of the royalties paid at a rate of US$1,000 per month.

    (d)    Blue Nugget, Lander Ranch and Norma Sass Claims

    The Company entered a mineral lease and option-to-purchase agreement with respect to nine Blue Nugget claims, 27 Lander Ranch claims, 24 Norma claims and 11 Sass claims of which the Blue Nugget and Lander Ranch claims form part of the core area of the Robertson Property and the Norma and Sass claims form part of the Norma Sass Property (Notes 4(a)(iii) and 4(b)). Pursuant to the fifth amending agreement, the term of the lease was extended to April 21, 2013. The total purchase price of the claims is US$1,500,000, which is payable in annual installments of $500 per claim until paid in full.

    80


    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    4.      EXPLORATION AND EVALUATION ASSETS (continued)

    a)  Robertson Property (Continued)

    (i)    Core Claims – 100% interest (continued)

    (e)    Northern Nevada Lease

    The Company entered a mineral lease with respect to 12 claims, which form part of the core area of the Robertson Property with an indefinite term. The claims are subject to a 4% NSR for which the Company is required to make minimum annual advanced royalty payments in the amount of $9,600 per year throughout the term of the lease.

    (ii)   Carve-out Claims – 39% carried interest

    By Agreement dated May 16, 1996, the Company granted Amax Gold Exploration Inc. (“Amax”) an option to purchase a 51% interest in 200 claims. Amax exercised the option by paying twice the amount the Company had incurred in exploration expenditures on the property. Under the terms of the Agreement, the Company had its 49% converted to a 39% carried interest.

    71



    By Agreement dated May 16, 1996, the Company granted Amax Gold Exploration Inc. (“Amax”) an option to purchase a 51% interest in 219 claims. Amax exercised the option by paying twice the amount the Company had incurred in exploration expenditures on the property. Under the terms of the Agreement, the Company has a 39% carried interest.

    The Amax 61% interest was subsequently acquired by Cortez GML and is currently owned by Barrick Gold Corporation (“Barrick”).

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    6.(iii)   

    Mineral Properties(Continued)

    Robertson Property(Continued)

    (i)

    Carve-out Claims – 39% carried interest(Continued)

    The Amax 61% interest was subsequently acquired by Cortez GML and is currently owned by Barrick.

    (ii)

    Ruf/Norma SassRuf Claims – 66.67% owned


    By an amended option agreement dated September 13, 1995, the Company granted Levon Resources Ltd (“Levon”), a company related by common directors, an option to purchase a 50% interest in 58 claims including 23 Ruf, 24 Norma and 11 Sass Claims (Notes 4(a)(i)(d) and 4(b)) of which the Ruf claims form a portion of the Robertson Property and the Norma Sass claims constitute the Norma Sass Property. On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in these claims. Expenditures incurred on the Ruf claims have been classified to Ruf and Norma Sass claims in the exploration expenditure table.

    A third party holds a 3% NSR royalty from some of these mining claims, up to a limit of US$1,250,000.

    b)   

    By an amended Option Agreement dated September 13, 1995, the Company had granted Levon Resources Ltd. (“Levon”), a company related by common directors, an option to purchase a 50% interest in 54 claims known as the Ruf/Norma Sass Claims (the “Property”). On December 31, 2002, the Agreement was amended whereby Levon earned a 33.33% interest in the claims by issuing of 300,000 common shares of Levon to the Company (previously received) and incurring $350,294 in exploration on the Property (previously incurred).


    The Company holds a 66.67% interest in the 35 Norma Sass mining claims located in the Bullion Mining District, Lander County, Nevada, pursuant to a mineral lease and option-to-purchase agreement (Note 4(a)(i)(d)). The remaining 33.33% interest is held by Levon (Note 4(a)(iii)).

    By way of an agreement dated September 25, 2008, the Company and Levon granted Barrick an option to acquire a 60% interest in these claims by incurring total exploration expenditures of at least US$3,000,000 in annual installments by December 31, 2014 as follows:

    ·       

    A third party holds a 3% net smelter returns royalty on the production from some of these mining claims, up to a limit ofIncur US$1,250,000.

    By way of an agreement dated September 25, 2008, the Company and Levon granted Barrick Gold (“Barrick”) an option to acquire a 60% interest in the claims by incurring total exploration expenditures of at least US$3,000,000 in annual installments by December 31, 2014 as follows:

    a) Incur $250,000250,000 on or before December 31, 2009;

    2009 (completed);
    ·       

    b) Incur $250,000US$250,000 on or before December 31, 2010;

    ·       

    c) Incur $500,000US$500,000 on or before December 31, 2011;

    ·       

    d) Incur $500,000US$500,000 on or before December 31, 2012;

    ·       

    e) Incur $600,000US$600,000 on or before December 31, 2013; and

    ·       

    f) Incur $900,000US$900,000 on or before December 31, 2013.

    (iii)

    Marcus Corporation

    The Company owns 98.49% of the total issued shares of Marcus which holds 39 unpatented lode claims and two Placer claims, which form a portion of the Company’s Robertson Property.

    (iv)

    Fanny Komp/Elwood Wright Lease

    In the fiscal year ending January 31, 2008, the Company purchased 100% interest in the 72 claims comprising the Fanny Komp/Elwood Wright lease which forms part of the core area of the Robertson Property for USD$250,000.

    2014.

    72


    81

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    4.      EXPLORATION AND EVALUATION ASSETS (continued)

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)b)  
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)Norma Sass Property (continued)

    6.

    Mineral Properties(Continued)

    Robertson Property(Continued)

    (v)

    June Claims

    During

    Barrick may earn an additional 10% by incurring an additional US$1,500,000 by December 13, 2015. Barrick may earn an additional 5% by carrying the year ended January 31, 2009, the Company has completed a mineral lease with an option-to- purchase agreement to explore, develop, and exploit six lode mining claims located in Lander County, State of Nevada. The agreement is for an initial term of 4 years in consideration of the payment of an annual rent of US$25,000, renewable in successive four-year terms, provided that the rent will increase by US $5,000 every four years. The property is subject to a royalty charge of 3% of NSR, subject to the Company’s exclusive right to purchase the NSR for US$1,000,000 per percentage point upon notice to the Lessors. The Company also has the exclusive right to purchase the property, subject to the NSR, for US$1,000,000 upon notice to the Lessors.

    Realization of assets

    The investment in and expenditures on mineral property interests comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

    The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims allowed to lapse.

    Title to mineral property interests

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

    Environmental

    The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company.

    Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

    73



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    7.

    Reclamation Deposit

    Under the Bureau of Land Management, the Company is required to have a reclamation deposit which covers the cost to reclaim the ground disturbed. During the year ended January 31, 2009,additional planned exploration activities in Nevada were approved by the Bureau of Land Management (the “Bureau”), thereby the bond was increased by $85,806 (US$69,960). As at January 31, 2009, the total reclamation deposit was $477,550 (US$389,360) (2008 – $320,103 (US$319,400).

    Coral Resources, Inc., as principal, placed the funds in trust with a fully secured standby letter of credit lodged as collateral in support of the bond. Interest is accrued on the bond at a monthly weighted average rate of 2.11%.

    8.

    Share Capital

    a)

    Authorized

    Unlimited common shares without par value.

    b)

    Issued

    During the year ended January 31, 2008, the Company’s share structure was amended by subdividing every one common share into three common shares. If not stated otherwise, for the current period and the comparative periods, those numbers of shares, stock options and share purchase warrants outstanding, as well as net loss per share, have been adjusted to reflect this three-for-one share split.

    During the year ended January 31, 2008, the Company issued a non-brokered private placement of 4,230,000 units at a price of $1.00 per unit (1,410,000 units at a price of $3.00 per unit before the three-to-one share split), each unit consisting of one common share and one transferable share purchase warrant. Each warrant will entitle the investor to purchase one additional share at an exercise price of $1.17 ($3.50 before three-to-one share split) for one year. The proceeds of the private placement have been bifurcated using on the residual fair value method resulting in $3,369,900 recorded as share capital and $860,100 representing the fair value of the warrants recorded as contributed surplus. The fair value of each warrant has been estimated as of the date of the issuance using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 4.0%, dividend yield of 0.0%, volatility of 65.77% and expected life of one year.

    c)

    Share Purchase Warrants

    A summary of share purchase warrants transactions for the year ended January 31, 2009 is as follows:


       Number of  Weighted Average 
       Shares  Exercise Price 
            
     Balance outstanding, January 31, 2007 313,152 $0.67 
        Issued 4,230,000 $1.17 
        Exercised (20,691)$0.67 
        Expired (292,461)$0.67 
     Balance outstanding , January 31, 2008      
        and January 31, 2009 4,230,000 $1.17 

    74



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    8.

    Share Capital(Continued)

    c)

    Share Purchase Warrants(Continued)

    During the year end January 31, 2009, the expiry date of the warrants issued pursuant to a private placement announced on April 20, 2007 were extended from May 18, 2008 to May 18, 2009. The aggregate fair value compensation cost of these warrant amendments in the amount of $1,513,000 has been estimated using the Black-Scholes option pricing model with the following assumptions for the fair value of the original warrants at the date of amendment and the fair value of the amended warrants at the date of the amendment respectively: risk-free interest rates of 2.66% and 2.66%, dividend yield of nil and nil, volatility of 71.39% and 127.29% and an expected life of 0.27 years and 1.27 years. Subsequent to January 31, 2009, the TSX Venture Exchange granted approval to extend these warrants to May 18, 2010 (Note 17).

    As at January 31, 2009 and 2008, the following share purchase warrants were outstanding:


     Number of underlying SharesExercise PriceExpiry Date
     4,230,000$1.17May 18, 2009

    d)Stock Options

    The Company has granted founders, directors, officers, consultants and certain employees stock options. ForLevon through to commercial production. Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out the Company’s and Levon’s joint interest by paying US$6,000,000 and granting them a 2% NSR royalty. During the year ended January 31, 20092011, Barrick elected to terminate the agreement.

    Realization of Exploration and 2008,Evaluation Assets
    The investment in and expenditures on exploration and evaluation assets comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.
    The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.
    Title to Exploration and Evaluation Assets Interests
    Although the Company has taken steps to verify the title to exploration and evaluation assets in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
    Environmental
    The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters.  The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest.  The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company other than as disclosed in these consolidated financial statements.
    Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.
    82

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    5.      PROPERTY AND EQUIPMENT

      Land  Vehicles  
    Computer
    Hardware
      Equipment  TOTAL 
                         
      $   $   $   $   $  
    COST                    
    Balance at January 31, 2010  -   6,920   5,926   436   13,282 
    Additions  102,834   -   -   -   102,834 
    Balance at January 31, 2011  102,834   6,920   5,926   436   116,116 
    Additions  -   -   -   3,023   3,023 
    Balance at January 31, 2012  102,834   6,920   5,926   3,459   119,139 
                         
    ACCUMULATED DEPRECIATION                 
    Balance at January 1, 2010  -   2,537   4,537   335   7,409 
    Depreciation  -   1,380   278   20   1,678 
    Balance at January 31, 2011  -   3,917   4,815   355   9,087 
    Depreciation  -   1,380   220   245   1,845 
    Balance at January  31, 2012  -   5,297   5,035   600   10,932 
                         
    CARRYING VALUE                    
    At January 31, 2010  -   4,383   1,389   101   5,873 
    At January 31, 2011  102,834   3,003   1,111   81   107,029 
    At January  31, 2012  102,834   1,623   891   2,859   108,207 
    83

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    6.      INVESTMENT IN RELATED COMPANIES
    At January 31, 2012, the Company held shares as follows:
      
    Number of
    Shares
      Cost  
    Accumulated Unrealized
    Gain (Loss)
      Fair Value 
                 
    Available-for-sale shares:            
    Levon Resources Ltd.  967,571  $77,117  $880,778  $957,895 
    Mill Bay Ventures Inc.*  51,873   41,634   (38,523)  3,111 
                     
          $118,751  $842,255  $961,006 
    *Mill Bay Ventures Inc. had a 10:1 consolidation
    At January 31, 2011, the Company held shares as follows:
      
    Number of
    Shares
      Cost  
    Accumulated Unrealized
    Gain (Loss)
      Fair Value 
                 
    Available-for-sale shares:            
    Levon Resources Ltd.  967,571  $77,117  $1,248,455  $1,325,572 
    Mill Bay Ventures Inc.  518,731   41,634   (28,666)  12,968 
                     
          $118,751  $1,219,789  $1,338,540 
    At February 1, 2010, the Company held shares as follows:
      
    Number of
    Shares
      Cost  
    Accumulated Unrealized
    Gain (Loss)
      Fair Value 
                 
    Available-for-sale shares:            
    Levon Resources Ltd.  967,571  $77,117  $513,101  $590,218 
    Mill Bay Ventures Inc.  518,731   41,634   (20,885)  20,749 
                     
          $118,751  $492,216  $610,967 
    Certain directors of Levon and Mill Bay Ventures Inc. (“Mill Bay”) are also directors of the Company.
    During the year ended January 31, 2012, the Company recognized an unrealized loss of $330,342 (January 31, 2011 - $636,626 unrealized gain), which is included in OCI.
    7.      RECLAMATION BONDS
    Under the Bureau of Land Management of the United States (the “Bureau”), the Company is required to hold reclamation bonds that cover the estimated cost to reclaim the ground disturbed. As at January 31, 2012, the total reclamation deposits were $417,393 (US$416,228) (January 31, 2011 - $382,200 (US$381,628); January 31, 2010 - $408,075 (US$381,628)).
    The Company placed the funds in trust with a fully secured standby letter of credit lodged as collateral in support of the bond. Interest is accrued on the bond at a monthly weighted average rate of 0.07% (2011 - 0.10%).
    84

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    8.      SHARE CAPITAL

    a)  Authorized

    Unlimited common shares without par value.  All shares outstanding are fully paid.

    b)  Issued

    During the year ended January 31, 2012, 95,000 options were exercised for gross proceeds of $48,950. The Company reallocated the fair value of these options and warrants previously recorded in the amount of $37,875 from the equity settled employee benefit reserve.

    During year ended January 31, 2012, 519,258 warrants were exercised for total proceeds of $389,444. The Company reallocated the fair value of these warrants previously recorded in the amount of 88,727 from the reserve for warrants to share capital.

    On April 1, 2010, the Company closed the first tranche of a private placement of 5,245,120 units at a price of $0.55 per unit for gross proceeds of $2,884,816. Each unit consists of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75 expiring April 1, 2012. In March 2012, the Company extended the expiry date of these options to October 1, 2012.

    The Company paid to certain finders a cash commission equal to 6% or 10% of the applicable gross proceeds of the financing ($242,461) and issued compensation options equal to 6% or 10% of the units sold under the offering (415,427). Each compensation option was exercisable at a price of $0.75 and entitled the holder to one common share.  The options expired on April 1, 2011.
    The fair value of the warrants and compensation options issued were estimated using the Black-Scholes options pricing model with the following assumptions, respectively: risk-free interest rates of 1.97%, dividend yield rates of $nil, volatility of 128.75% and 100.95%, and expected lives of 2 years and 1 year. The fair value of the common shares issued was calculated based on the market value of the Company’s shares on April 1, 2010. Of the $2,884,816 total aggregate proceeds raised, $1,050,467 was attributable to warrants and $1,834,349 was attributable to common shares. The compensation options were valued at $58,977.

    On April 23, 2010, the Company closed the final tranche of a private placement of 1,755,000 units at a price of $0.55 per unit for gross proceeds of $965,250. Each unit consists of one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.75 expiring April 23, 2012. In March 2012, the Company extended the expiry date of these options to October 23, 2012.

    The Company paid to certain finders a cash commission equal to 6% or 10% of the applicable gross proceeds of the financing ($28,945) and issued compensation options equal to 10% of certain units sold under the offering (19,000). Each compensation option was exercisable at a price of $0.75 and entitled the holder to one common share.  The options expired April 23, 2011.

    The fair value of the warrants and compensation options issued have been estimated using the Black-Scholes options pricing model with the following assumptions, respectively: risk-free interest rates of 1.97, dividend yield rates of $nil, volatility of 127.70% and 100.78%, and expected lives of 2 years and 1 year. The fair value of the common shares issued was calculated based on the market value of the Company’s shares on April 23, 2010. Of the $965,250 total aggregate proceeds raised, $345,756 was attributable to warrants and $619,494 was attributable to common shares. The compensation options were valued at $2,281.
    85

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    8.      SHARE CAPITAL (continued)

    b)  Issued (continued)

    During the year ended January 31, 2011, 436,000 stock option activity is summarized as follows:

       Number  Weighted Average 
       of Options  Exercise Price 
     Balance,January 31, 2007 2,365,500 $0.99 
        Granted 735,000 $1.00 
        Exercised (135,000)$0.56 
        Cancelled (112,500)$0.96 
        Expired (30,000)$1.29 
            
     Balance,January 31, 2008 2,823,000 $1.00 
        Granted 634,000 $1.09 
        Exercised (107,000)$0.56 
        Cancelled (629,000)$1.11 
            
     Balance,January 31, 2009 2,721,000 $1.02 

    75


    options were exercised for total proceeds of $327,000. The Company reallocated the fair value of these options previously recorded in the amount of $87,320 from reserve for equity settled employee benefits to share capital.

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)c)  
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008Share purchase warrants and 2007
    (In Canadian Dollars)compensation options

    8.

    Share Capital(Continued)

    d)Stock Options(Continued)

    A summary of stock options outstanding and exercisable as at January 31, 2009 is as follows:


      Weighted  
      Average  
      Remaining  
    NumberExerciseContractualIntrinsic 
    OutstandingPriceLife (yrs)ValueExpiry Date
    559,500$0.560.83           $0.00December 1, 2009
    30,000$0.561.19           $0.00April 12, 2010
    631,500$1.171.86           $0.00December 12, 2010
    690,000$1.292.59           $0.00September 5, 2011
    675,000$1.003.65           $0.00September 26, 2012
    100,000$1.004.04           $0.00February 4, 2013
    35,000$1.004.25           $0.00May 1, 2013
         
    2,721,000    

    A summary of stockthe share purchase warrants and compensation options outstandingissued, exercised and exercisable as atexpired during the years ended January 31, 20082012 and 2011 is as follows:

      Weighted  
      Average  
      Remaining  
    NumberExerciseContractualIntrinsic 
    OutstandingPriceLife (yrs)ValueExpiry Date
    661,500$0.561.84           $0.23December 1, 2009
    45,000$0.562.20           $0.23April 12, 2010
    631,500$1.172.87           $0.00December 12, 2010
    750,000$1.293.60           $0.00September 5, 2011
    735,000$1.004.62           $0.00September 26, 2012
         
    2,823,000    

      
    Underlying
    Shares
      Weighted Average Exercise Price 
             
    Balance, January 31, 2010  4,230,000  $1.17 
         Issued  7,434,547  $0.75 
         Exercised  (436,000) $0.75 
         Expired  (4,230,000) $1.17 
    Balance, January 31, 2011  6,998,547  $0.75 
         Exercised  (519,258) $0.75 
         Expired  (15,169) $0.75 
    Balance, January 31, 2012  6,464,120  $0.75 

    Details of share purchase warrants outstanding as of January 31, 2012 and 2011 are:
           
      Exercise Price  Warrants Outstanding and Exercisable 
    Expiry Date per Share  January 31, 2012 January 31, 2011 
             
    April 1, 2011 $0.75   -   415,427 
    April 23, 2011 $0.75   -   19,000 
    April 1, 2012* $0.75   4,709,120   4,809,120 
    April 23, 2012** $0.75   1,755,000   1,755,000 
           6,464,120   6,998,547 

    *   In March 2012, the expiry date of these options was extended to October 1, 2012.
    ** In March 2012, the expiry date of these options was extended to October 23, 2012.

    d)     Stock options

    The Company’s stock option plan provides for the granting of options to directors, officers, employees and consultants.  Under the terms of the option plan, options issued will not exceed 10% (2011 - 20%) of the issued and outstanding shares from time to time.  The option price under each option is not less than the discounted market price on the grant date.  The expiry date for each option is set by the Board of Directors at the time of issue and cannot be more than fiveten years after the grant date.

    76

    All options vest 100% on the grant date unless a vesting schedule is set by the Board of Directors at the time of issue.

    86

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    8.      SHARE CAPITAL (continued)

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)d)  
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)Stock options (continued)

    For the years ended January 31, 2012 and 2011, stock option activity is summarized as follows:

      
    Underlying
    Shares
      Weighted Average Exercised Price 
             
    Stock options outstanding, January 31, 2010  2,522,500  $1.05 
         Granted  1,393,000  $0.62 
         Expired  (622,500) $1.17 
    Stock options outstanding, January 31, 2011  3,293,000  $0.85 
         Exercised  (95,000) $0.52 
         Expired  (683,000) $1.24 
    Stock options outstanding, January 31, 2012  2,515,000  $0.76 

    A summary of stock options outstanding and exercisable as at January 31, 2012 is as follows:

    Number
    Outstanding
      
    Exercise
    Price
      
    Weighted Average
    Remaining
    Contractual
    Life (yrs)
      
    Intrinsic
    Value
             Expiry Date
                    
     25,000  $0.35   0.53  $0.05 August 13, 2012
     550,000  $1.00   0.65  $0.00 September 26, 2012
     200,000  $0.80   0.98  $0.00 January 21, 2013
     100,000  $1.00   1.04  $0.00 February 14, 2013
     15,000  $1.00   1.25  $0.00 May 1, 2013
     565,000  $0.76   2.95  $0.00 January 13, 2015
     595,000  $0.45   3.63  $0.00 September 17, 2015
     465,000  $0.80   3.98  $0.00 January 21, 2016
                    
     2,515,000              

    87


    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    8.      SHARE CAPITAL (continued)
    8.d)  

    Share Capital(Continued)

    e) Stock-Based Compensation

    Stock-based compensation expense is determined using the fair value method. The Company estimated this expense using the Black-Scholes option pricing model with the following weighted-average assumptions:

    Stock options (continued)
      A summary of stock options outstanding as at January 31, 2011 is as follows:

       2009  2008 
            
     Weighted average risk-free interest rate 3.36%  4.50% 
     Expected dividend yield 0  0 
     Weighted average expected stock price volatility 113.72%  92.63% 
     Expected option life in years 5  5 

    During

    Number
    Outstanding
      
    Exercise
    Price
      
    Weighted Average
    Remaining
    Contractual
    Life (yrs)
      Intrinsic Value         Expiry Date
                    
     33,000* $0.75   0.16  $0.10 April 1, 2011
     615,000  $1.29   0.59  $0.00 September 5, 2011
     35,000  $0.76   0.95  $0.00 January 13, 2012
     25,000  $0.35   1.53  $0.50 August 13, 2012
     550,000  $1.00   1.65  $0.00 September 26, 2012
     200,000  $0.80   1.98  $0.05 January 21, 2013
     100,000  $1.00   2.04  $0.00 February 14, 2013
     15,000  $1.00   2.25  $0.00 May 1, 2013
     585,000  $0.76   3.95  $0.09 January 13, 2015
     670,000  $0.45   4.63  $0.05 January 17, 2015
     465,000  $0.80   4.98  $0.05 January 21, 2016
                    
     3,293,000              

    The number of options exercisable at January 31, 2011 is 3,026,750 with a weighted average exercise price of $0.86

    9.      SHARE-BASED PAYMENTS
    No stock options were granted during the year ended January 31, 2009, the Company2012. Options granted stock options to various employees, consultants and investor relations consultants to purchase up to 634,000 (2008 – 735,000; 2007 - $840,000) common shares at exercise prices of $1.00 and $1.11 pursuant to the Company’s stock option plan. Of this amount, 499,000 stock options were cancelled prior to vesting due to the termination of an investor relations agreement. consultant during the year ended January 31, 2011 were fully vested at January 31, 2012.
    The Company recorded stock-based compensation expensetotal share-based payments of $255,763 (2008 – $310,246; 2007 – $748,409)$63,146 (January 31, 2011 - $559,064). The amounts expensed were allocated to directors/directors, officers, employees and consultants as follows:

       2009  2008  2007 
               
     Directors, officers and employees$ 24,902 $261,998 $697,856 
     Investor relations 35,791  33,191  22,639 
     Consultants 195,070  15,057  27,914 
     Modification of warrants (Note 8(c)) 1,513,500  -  - 
      $ 1,769,263       
         $310,246 $748,409 

    During

      2012  2011 
           
    Directors, officers and employees $-  $487,544 
    Investor relations  63,146   1,190 
    Consultants  -   70,330 
      $63,146  $559,064 
    88

    CORAL GOLD RESOURCES LTD
    Notes to the yearConsolidated Financial Statements
    For the years ended January 31, 2009, the Company recorded stock-based compensation expense on warrants amended of $1,513,500 (2008 - $nil).

    2012 and 2011

    (Expressed in Canadian dollars)

    9.      SHARE-BASED PAYMENTS (continued)
    Option pricing models requirerequires the inputuse of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

    77


    The fair value of the options re-valued and granted to officers, directors, consultants and employees was calculated using the Black-Scholes model with following weighted average assumptions:
      
    Year ended
    January 31, 2012
      
    Year ended
    January 31, 2011
     
    Weighted average assumptions:      
     Risk-free interest rate  1.33%  2.14%
     Expected dividend yield  -   - 
     Expected option life (years)  1.36   4.63 
     Expected stock price volatility  85%  113%

    10.    RELATED PARTY TRANSACTIONS AND BALANCES

    Related party transactions are measured at the estimated fair values of the services provided or goods received. Related party transactions not disclosed elsewhere in these financial consolidated statements are as follows:

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)a)   Management transactions

    Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company. The remuneration of directors and officers was as follows:
      
    January 31,
    2012
      
    January 31,
    2011
     
           
    Salaries, bonuses, fees and benefits      
         Members of the Board of Directors $117,000  $112,500 
         Other members of key management  47,774   39,800 
             
    Share-based payments        
         Members of the Board of Directors  -   275,870 
         Other members of key management  -   82,244 
      $164,774  $360,114 

    Notesb)In the normal course of operations the Company transacts with companies related to Consolidated Financial Statementsits directors or officers. The following amounts are receivable from a related party:

      
    January 31,
    2012
      
    January 31,
    2011
      
    January 31,
    2010
     
    Levon Resources Ltd. $26,916  $20,566   18,354 

    Forc)In the years endednormal course of operations the Company transacts with companies related to its directors or officers. At January 31, 2009, 20082012, 2011 and 2007
    (In Canadian Dollars)

    9.

    Related Party Transactions

    During2010, the year ended January 31, 2009:

    (a)

    $30,000 (2008 – $30,000; 2007 – $30,000) was paid for consulting fees to a private company controlled by a director and officer of the Company;

    (b)

    $75,000 (2008 – $75,000; 2007 – $31,250) was paid for management fees to a private company controlled by a director and officer of the Company;

    (c)

    $30,000 (2008 – $30,000; 2007 – $65,000) was paid for management fees to a private company controlled by an officer of the Company;

    (d)

    $30,000 (2008 – $nil ; 2007 – $nil) was paid for consulting fees to a private company controlled by an officer of a related Company;

    (e)

    $186,734 (2008 – $168,983; 2007 – $116,135) was charged for office, occupancy and miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors;

    (f)

    $39,526 (2008 – $15,332; 2007 – $nil) was paid for geological consulting services to a private company controlled by a director of the Company;

    (g)

    $35,888 (2008 – $42,661; 2007 – $47,198) was paid for geological consulting services to a private company controlled by a director and officer of the Company;

    (h)

    $12,000 (2008 – $12,000; 2007 – $62,000) was paid for directors’ fees to the Directors’ of the Company;

    These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

    The Company entered into a cost-sharing agreement during 2005 to reimburse Oniva International Services Corp. for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses referred to above. The agreement may be terminated with one month’s notice by either party.

    Advances receivable from related parties comprises US$52,891 (2008 – US$52,891) less an allowance for bad debt of US$39,113 (2008 – US$39,113). The advances receivable from related parties is from a public company related by common directors. Amounts duefollowing amounts are without stated terms of interest or repayment.

    Advances payable to related parties include $12,288 (2008 – $16,662) due to Oniva, $17,000 (2008 – $17,000) due to a director of the Company, and $40,796 (2008 – $2,570) due to two private companies controlled by directors and officers of the Company. Amounts due are without stated terms of interest or repayment.

    parties:

    78


      
    January 31,
    2012
      
    January 31,
    2011
      
    January 31,
    2010
     
    Directors $11,876  $-  $6,000 
    Oniva International Services Corp.  22,134   2,429   14,949 
    Sampson Engineering Inc.  3,615   3,794   2,073 
      $37,625  $6,223  $23,022 
    89

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    10.    RELATED PARTY TRANSACTIONS AND BALANCES (continued)

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)
    d)     Other related party transactions

    10.

    Asset Retirement Obligation

    Management has assessed their AROs and the associated liability to be recognized in the current period. Management has estimated that the costs would approximate $270,979 (2008 – $194,361). The Company intends on fulfilling its obligation in fiscal 2010; therefore there is no difference between the present value and undiscounted value of the obligation. The increase of $76,618 in the obligation over fiscal 2008 was the result of a reassessment of new and previously existing reclamation concerns. Management will continue to assess their asset retirement obligations and the associated liability as further information becomes known.

    11.

    Capital Management

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity as well as cash and cash equivalents, receivables and current liabilities.

    The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and cash equivalents. Management reviews the capital structure on a regular basis to ensure that objectives are met.

    12.

    Supplementary Cash Flow Information

    The Company has a cost-sharing agreement to reimburse Oniva International Services Corp. (“Oniva”), as described in Note 12. The transactions with Oniva during the year are summarized below:

       For the          
       period from          
       inception on          
       January 22,          
       1981 to          
     Net changes in non-cash January 31,          
     working capital 2009  2009  2008  2007 
                  
     Advances receivable$ (431,342)$ (3,091)$ 36,634 $ 11,916 
     Prepaid expenses (5,854) (2,691) 52,477  14,216 
     Interest and other amounts            
        receivable (9,747) 45,868  (24,611) (97,124)
     Accounts payable and accrued            
        liabilities 64,334  (57,034) (331,071) (244,371)
     Advances payable to related            
        parties 29,287  (7,211) 18,527  (43,984)
     Asset retirement obligation (13,202) 0  (12,816) (386)
                  
     Cash used in operating            
        activities$ (366,524)$ (24,160)$ (260,860)$ (359,733)

    79


      
    January 31,
     2012
    January 31,
    2011
        
    Salaries and benefits $     150,725$        112,258
    Office and miscellaneous 116,16055,178
        
      $     266,885$        167,436

    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    13.

    Income Taxes

    11.    RECLAMATON PROVISION
    The Company’s reclamation provision relates to the reclamation work required by the Bureau to be performed on the Robertson Property.
    Management estimates the total undiscounted inflation-adjusted amount of cash flows required to settle its reclamation provision to be approximately US$244,798 (2011 - US$249,596), which is expected to be incurred during 2017 and 2018. The risk-free rate of 6% was used to calculate the present value of the reclamation provision.
    A reconciliation of the reclamation provision is as follows:
      
    January 31,
    2012
      
    January 31,
    2011
     
           
    Beginning balance $168,158  $157,722 
    Unwinding of discount  7,067   11,228 
    Change in estimates  -   9,505 
    Change in foreign exchange rate  304   (10,297)
      $175,529  $168,158 

    12.    COMMITMENTS
    The Company has a cost-sharing agreement to reimburse Oniva for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-month’s notice by either party. Transactions and balances with Oniva are disclosed in Note 10.
    90


    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    13.    FINANCIAL INSTRUMENTS
    The fair values of the Company’s cash and cash equivalents, advances receivable from a related party, other amounts receivable, accounts payable and advances payable to related parties approximate their carrying values due to the short-term nature of these instruments. Investment securities are accounted for at fair value based on quoted market prices. The carrying amount of reclamation deposits approximate their fair value as the stated rates approximate the market rate of interest.
    The Company’s financial instruments are exposed to certain financial risk, credit risk, liquidity risk and market risk.
    a)  Credit risk

    Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and cash equivalents is exposed to credit risk. The Company is not exposed to significant credit risk on amounts receivable (excluding HST).

    The Company manages credit risk, in respect of cash, by maintaining the majority of cash at high credit rated Canadian financial institutions.

    Concentration of credit risk exists with respect to the Company’s cash and cash equivalents and reclamation deposits as the majority of the amounts are held with a single Canadian and US financial institution. The Company’s concentration of credit risk, and maximum exposure thereto, is as follows:

      
    January 31,
    2012
      
    January 31,
    2011
      
    February 1,
    2010
     
              
    Cash and cash equivalents held at major  financial institutions         
      Canada – cash $110,921  $382,668  $695,910 
      Canada – cash equivalents 1,161,529   2,307,930   - 
      US - cash  42,044   5,266   4,862 
                 
       1,314,494   2,695,864   700,772 
    Reclamation deposits held at major financial institution            
    US  417,393   382,200   408,075 
                 
    Total cash and equivalents and reclamation deposits $1,731,887  $3,078,064  $1,108,847 
    b)   Liquidity risk

    Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

    The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company has cash and cash equivalents at January 31, 2012 in the amount of $1,314,494 (January 31, 2011 - $2,695,864; February 1, 2010 - $700,772) in order to meet short-term business requirements. At January 31, 2012, the Company had current liabilities of $183,426 (January 31, 2011 - $195,905; February 1, 2010 - $88,516). Accounts payable have contractual maturities of approximately 30 days and are subject to normal trade terms.  Amounts due to related parties are without stated terms of interest or repayment.

    91

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    13.    FINANCIAL INSTRUMENTS (continued)

    b)  Liquidity risk (continued)

    The Company will require significant cash funding to conduct its planned exploration programs, meet its administrative overhead costs and maintain its mineral properties in 2012. This will require the Company to continue to monitor its financing requirements

    c)   Market risk

    Market risk consists of interest rate risk, foreign currency risk and other price risk. These are discussed further below.

    Interest rate risk

    Interest rate risk consists of two components:

    (i)     To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
    (ii)    To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

    The Company is exposed to interest rate price risk with respect to reclamation deposits as they bear interest at market rates. However, given the stated rates of interest are fixed, the Company is not exposed to significant interest rate price risk as at January 31, 2012 and 2011.

    Foreign currency risk

    Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.

    The Company is exposed to foreign currency risk with respect to cash, other amounts receivable, accounts payable and accrued liabilities, and amounts payable to related parties, as a portion of these amounts are denominated in US dollars as follows:

      
    January 31,
    2012
      
    January 31,
    2011
     
           
    CashUS$ 41,926 US$ 5,259 
    Other amounts receivable  2,128   1,852 
    Advances receivable from  a related party  26,841   20,565 
    Reclamation bonds  416,228   381,628 
    Accounts payable  (3,353)  (7,666)
             
    Net exposureUS$ 483,770 US$401,638 
             
    Canadian dollar equivalent $485,125  $402,239 

    Based on the net Canadian dollar denominated asset and liability exposures as at January 31, 2012, a 6% (January 31, 2011 - 3%) fluctuation in the Canadian/US exchange rates will impact the Company’s earnings by approximately $29,000 (January 31, 2011 - $12,000).
    92

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)


    13.    FINANCIAL INSTRUMENTS (continued)

    c)  Market risk (continued)

    Foreign currency risk (continued)

    The Company manages foreign currency risk by minimizing the value of financial instruments denominated in foreign currency. The Company has not entered into any foreign currency contracts to mitigate this risk.

    Other price risk

    Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities, as they are carried at fair value based on quoted market prices.

    As at January 31, 2012, a 6.36% (January 31, 2011 - 73.38%) fluctuation in the fair value of investment securities based on the weighted average volatility of the underlying shares over the prior period would impact the Company’s OCI by $79,713 (January 31, 2011 - $356,325).

    The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

    14.    CAPITAL MANAGEMENT
    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.
    The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and cash equivalents. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.  There were no changes to the Company’s capital management during the year ended January 31, 2012.
    15.    NET CHANGES IN NON-CASH WORKING CAPITAL

      
    January 31,
    2012
      
    January 31,
    2011
     
           
    Advances receivable from a related party $(6,320) $(2,242)
    Other amounts receivable  7,855   (24,150)
    Prepaid expenses  34,343   (35,502)
    Accounts payable and accrued liabilities  (122,125)  124,188 
    Advances payable to related parties  31,402   (18,404)
      $(54,845) $43,890 
    93

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    16.    INCOME TAXES
    A reconciliation of income tax computed at the Canadian statutory rate of 26.5% (2011 – 28.5%) to income tax recovery (expense) rate tofor the statutory rateyears ended January 31 is as follows:

       2009  2008  2007 
     Income tax recovery at         
        the statutory rate$ 1,012,053 $ 236,783 $ 699,236 
     Tax effect of expenses that are         
        not deductible         
          Mineral properties 488,956  581,628  486,121 
          Foreign exchange (282,097) 190,212  (29,169)
          Stock-based compensation (557,318) (100,069) (255,357)
     Changes in valuation allowance (1,299,262) (1,950,640) (1,710,140)
     Adjustment due to effective rate         
        attributable to income taxes in         
        other countries 55,774  15,376  12,829 
     Changes in income tax rates and         
        foreign exchange 48,597  406,000  317,210 
               
     Net future income tax expense$ (533,297)$ (620,710)$ (479,270)

       2012   2011 
             
    Expected income tax recovery $301,632  $490,944 
    Permanent differences  (150,634)  (162,002)
    Changes in timing differences  9,404   (216,850)
    Changes in valuation allowance  (279,894)  (233,635)
    Adjustments due to effective tax rate attributable to income taxes in other countries  98,660   159,809 
    Changes in income tax rates and foreign exchange  (10,459)  (329,222)
    Total deferred income tax expense $(31,291) $(290,956)
    The components of the future income tax assets (liabilities), after applying enacted Canadian rates of 25% (2011 - 25%) and enacted US rates of 35% (2011 - 35%), are as follows:

       2009  2008 
          (Note 16)
     Future income tax assets      
      Non-capital loss carry-forwards$ 4,766,000 $3,584,000 
      Other 18,000  6,000 
       4,784,000  3,590,000 
      Less: valuation allowance (4,784,000) (3,590,000)
     Net future income tax asset -  - 
     Future income tax liability      
      Mineral property interests (4,963,038) (3,562,808)
     Net future income tax liability$(4,963,038)$(3,562,808)

      2012  2011 
           
    Future income tax assets      
    Non-capital loss carry-forwards $3,309,745  $3,005,920 
    Other  120,042   61,594 
    Net deferred income tax asset  3,429,787   3,067,514 
    Net future income tax asset  3,371,698   3,068,767 
    Future income tax liability        
    Investment securities  (105,282)  (152,474)
      Mineral property interests  (5,685,470)  (5,291,905)
    Net future income tax liability $(2,360,965) $(2,376,865)

    The valuation allowance reflectsCompany recognized tax benefits on losses and other deductible amounts. The balances of unused tax losses amount to $6,246,954.
    94

    CORAL GOLD RESOURCES LTD
    Notes to the Company’s estimate thatConsolidated Financial Statements
    For the future tax assets, more likely than not, will not be realized.

    years ended January 31, 2012 and 2011

    (Expressed in Canadian dollars)

    16.    INCOME TAXES (continued)
    At January 31, 2009,2012, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $5,538,000.$6,976,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows:

     2010$ 527,000 
     2011 627,000 
     2015 522,000 
     2026 1,231,000 
     2027 1,114,000 
     2028 900,000 
     2029 617,000 
      $5,538,000 

    80



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    13.Income Taxes(Continued)

    2016 $627,000 
    2015  522,000 
    2026  1,231,000 
    2027  1,114,000 
    2028  900,000 
    2029  623,000 
    2030  458,000 
    2031  698,000 
    2032  803,000 
      $6,976,000 
    At January 31, 2009,2012, the Company had, for US tax purposes, non-capitalnet operating losses aggregating approximately $5,538,000.US$10,698,500. The net operating losses are available to offset future revenues oftaxable income earned by the US operations are approximately US$7,713,000of future years and expire as follows:

     2010$ 118,000 
     2011 81,000 
     2012 130,000 
     2013 58,000 
     2014 364,000 
     2015 99,000 
     2016 220,000 
     2017 167,000 
     2018 596,000 
     2019 335,000 
     2020 627,000 
     2021 513,000 
     2022 1,284,000 
     2023 1,648,000 
     2024 1,473,000 
      $ 7,713,000 
    2014US$118,000 
    2015  81,000 
    2016  130,000 
    2017  58,000 
    2018  364,000 
    2020  99,000 
    2021  219,000 
    2022  166,000 
    2023  596,000 
    2024  335,000 
    2025  627,000 
    2026  513,000 
    2027  1,284,000 
    2028  1,648,000 
    2029  1,498,000 
    2030  586,000 
    2031  1,222,000 
    2032  1,154,500 
     US$10,698,500 

    14.Segmented Information

    17.    SEGMENTED INFORMATION
    The Company is involved inoperates one operating segment, mineral exploration and development activities principally in the United States.activities. The Company is in the exploration stage and, accordingly, has no reportable segment revenues for each of the 2009, 2008years ended January 31, 2012 and 2007 fiscal years.2011. All net losses for 2009, 2008 and 2007the years ended January 31, 2012 or 2011 are as a result of Canadian head office costs. Costs of US operations are capitalized to mineral properties. exploration and evaluation assets.
    The Company has non-current assets in the following geographic locations:
      
    January 31,
     2012
      
    January 31,
    2011
     
    Canada $3,751  $1,192 
    USA  17,997,475   16,864,067 
      $18,001,226  $16,865,259 
    95

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
    Transition to IFRS
    The Company has adopted IFRS effective February 1, 2011 with a transition date of February 1, 2010 (the “Transition Date”). Prior to the adoption of IFRS, the Company are segmented as follows:

     January 31, 2009 Canada  US  Total 
     Current assets$ 1,331,702 $ 33,114 $ 1,364,816 
     Investment securities 78,803  -  78,803 
     Equipment 1,862  5,682  7,544 
     Mineral properties -  15,704,913  15,704,913 
     Reclamation deposit -  477,550  477,550 
      $ 1,412,367 $ 16,221,259 $ 17,633,626 

     January 31, 2008 Canada  US  Total 
     Current assets$ 3,642,859 $ 31,816 $ 3,674,675 
     Investment securities 167,282  -  167,282 
     Equipment 2,327  -  2,327 
     Mineral properties -  14,021,301  14,021,301 
     Reclamation deposit -  320,103  320,103 
      $ 3,812,468 $ 14,373,220 $ 18,185,688 

    81



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    15.

    Commitment

    In February 2008, the Company entered into an agreement with an individual to provide investor relations services. In consideration of the services rendered, the Company will pay $1,500 per month for a term of one year unless terminated upon 30 day’s notice by either party.

    16.

    Comparative Figures

    Certain of the comparative figures for 2008 have been reclassified, where applicable, to conform to the presentation adopted for the current year.

    17.

    Subsequent Event

    On April 21, 2009, the Company amended the terms of 4,230,000 warrants issued pursuant to a private placement announced on April 20, 2007. A first amendment extended the expiry date of the warrants from May 18, 2008 to May 18, 2009 (Note 8(c)). The current amendment will extend the expiry date of the warrants from May 18, 2009 to May 18, 2010. All other terms remain the same.

    18.

    Differences between Canadian and United States Generally Accepted Accounting Principles

    Theprepared its consolidated financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which in most respects conform to accounting principals generally accepted in the United States (“US GAAP”). There are certain material differences between Canadian and US GAAP.

    The impact of these differences would be as follows:

    a)

    Reconciliation of Consolidated Balance Sheet Items

    (i)

    Reconciliation of Total Assets and Liabilities


       2009  2008 
     Consolidated balance sheets      
     Total assets, Canadian GAAP$ 17,633,626 $ 18,185,688 
     Capitalized mineral expenditures (14,393,768) (12,710,156)
     Total assets, US GAAP$ 3,239,858 $ 5,475,532 
            
     Total liabilities, Canadian GAAP$ 5,378,755 $ 3,915,356 
     Future income tax liability (4,610,376) (3,210,146)
     Total liabilities, US GAAP$ 768,379 $ 715,210 

    Mineral Properties

    The Company follows the policy of deferring all acquisition and exploration costs relating to the mineral properties held. Under US GAAP, the deferred exploration expenditures would have been expenses in the year they were incurred (see Note 6) and accordingly, there would be no future income tax relating to this difference.

    82



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    18.

    Differences between Canadian and United States Generally Accepted Accounting Principles

    (Continued)

    a)

    Reconciliation of Consolidated Balance Sheet Items(Continued)

    (ii)

    Reconciliation of Deficit


       2009  2008 
     Consolidated statements of equity      
     Deficit end of year, Canadian GAAP$ (32,967,732)$ (29,221,567)
     Stock-based compensation expense (60,000) (60,000)
     Deferred exploration expenditures, net (14,393,768) (12,710,156)
     Future income taxes 4,610,376  3,210,146 
            
     Deficit end of year, US GAAP$ (42,811,124)$ (38,781,577)

    Stock-based compensation expense

    Canadian GAAP and US GAAP both have the same policy of recording compensation expense for the estimated fair value of stock options granted except in accordance with US GAAP, FAS 123R requiresCanadian GAAP.

    The comparative information presented in these first annual consolidated financial statements for the Company to estimate expected forfeitures atyear ended January 31, 2011 and the grant date. The Company adopted the policy of fair value accounting for stock options under US GAAP, FAS 123, a year earlier than it adopted the policy for Canadian GAAP, and during the one year difference in policy treatment, the Company did not record a stock-based compensation charge of $60,000 under Canadian GAAP. Therefore, there is a permanent adjustment of $60,000 to deficit when reconciling Canadian GAAP to US GAAP.

    FAS 123R was adoptedopening financial position as at February 1, 2007, under2010 have been prepared in accordance with the modified prospective methodaccounting policies referenced in Note 3 and IFRS 1 First-Time Adoption of adoption. Forfeitures are estimated under FAS 123RInternational Financial Reporting Standards.

    Initial elections upon adoption
    The guidance for options that are not fully vested upon granting. Therefore, the first time adoption of this standardIFRS is set out in IFRS 1. Under IFRS 1, the standards are applied retrospectively at the Transition Date with all adjustments to assets and liabilities as stated under Canadian GAAP charged to deficit unless certain exemptions are applied. The Company has no effectapplied the following exemptions to its opening statement of financial position dated February 1, 2010:
    a)
    Business combinations – The Company elected under IFRS 1 not to apply IFRS 3 Business Combinations retrospectively to any business combinations that occurred prior to its Transition Date and such business combinations have not been restated.

    b)
    Share-based payment – IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2 Share-based Payment to equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the later of the date of transition to IFRS and January 1, 2005. The Company has elected not to apply IFRS 2 to awards that vested prior to February 1, 2010.

    c)
    Reclamation provision – The Company has elected to apply the exemption from full retrospective application of reclamation provisions allowed under IFRS 1. As such, the Company has re-measured the provisions as at February 1, 2010 under IAS 37 Provisions, Contingent Liabilities and Contingent Assets estimated the amount to be included in the cost of the related asset by discounting the liability to the date at which the liability first arose using best estimates of the historical risk-adjusted discount rates.
    IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guidelines to its opening statement of financial position dated February 1, 2010:
    Estimates
    In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under previous Canadian GAAP, unless there is objective evidence that those estimates were in error. The Company’s IFRS estimates as of February 1, 2010 are consistent with its Canadian GAAP estimates for the same date.
    IFRS employs a conceptual framework that is similar to Canadian GAAP. However, some differences exist in certain matters of recognition, measurement and disclosure. While adoption of IFRS has not changed the Company’s actual cash flows, it has resulted in changes to the Company’s reported consolidated financial position and consolidated financial performance. In order to allow the users of the consolidated financial statements.

    For USstatements to better understand these changes, the Company’s Canadian GAAP purposes, stock-based compensation would be includedconsolidated statements of financial position as part of the directors’ feesat February 1, 2010 and a portion would be allocated to salariesJanuary 31, 2011, and benefits in the consolidated statements of operations and comprehensive loss.

    83



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the yearsloss and cash flows for the year ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    18.

    Differences between Canadian and United States Generally Accepted Accounting Principles

    (Continued)

    b) Reconciliation of Consolidated Statement of Operations Items


       2009  2008  2007 
     Consolidated statements of         
        operations         
     Loss for year, Canadian GAAP$(3,746,165)$(1,319,185)$(2,528,614)
               
     Deferred exploration expenditures (1,683,613) (2,006,961) (1,646,060)
     Future income taxes 533,297  620,710  479,270 
     Foreign exchange gain (loss) 866,933  (553,133) 89,877 
     Net loss for the year, US GAAP (4,029,548) (3,258,569) (3,605,527)
     Unrealized gain (loss) on         
        investments -  -  76,693 
     Net comprehensive loss, US GAAP$(4,029,548)$(3,258,569)$(3,528,834)
     Loss per share, US GAAP –         
          Basic and diluted$(0.16)$(0.14)$(0.18)

    Investment securities

    US GAAP requires investments available for sale to be recorded at fair value. The periodic fluctuation in value is recorded as part of comprehensive income (loss); under US GAAP such fluctuations are not recognized into operation until the investments are sold. Effective for fiscal January 31, 20082011 have been reconciled to IFRS, with the resulting differences explained below.

    96

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Notes on reconciliations between Canadian GAAP treatment is the same, however in fiscal January 31, 2007 such investments were recorded in accordance with Canadian GAAP at the lower of cost and market; long-term investments in marketable securities are written down to market when impairment is considered other than temporary, in which case the written-down value becomes the new cost base, and the impairment is charged to operations.

    84



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    18.

    Differences between Canadian and United States Generally Accepted Accounting Principles

    (Continued)

    c) Reconciliation of Consolidated Statements of Cash Flows


       2009  2008  2007 
     Consolidated statements of cash         
     flows         
     Cash used in operating activities         
      per Canadian GAAP$ (557,733)$ (1,201,641)$ (1,475,288)
     Mineral properties expenditures (1,609,696) (1,815,398) (1,646,060)
     Cash flows used in operating activities         
      per US GAAP$ (2,167,429)$ (2,660,570)$ (3,121,348)
               
     Cash used in investing activities under         
      Canadian GAAP$ (1,774,063)$ (2,061,875)$ (1,648,381)
     Mineral properties expenditures 1,609,696  1,815,398  1,646,060 
               
     Cash used in investing activities         
      under US GAAP$ (164,367)$ (246,477)$ (2,321)

    d) Recently Adopted Accounting Standards

    IFRS
     (i)a)

    Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. The provisions of this standard are to provide guidance for using fair value to measure assets and liabilities. The standard clarifies methods for measuring items not actively traded and the principles that fair value should be based upon when pricing an asset or liability. The provisions of Statement 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year. There is no impact on the Company’s consolidated financial statements. SFAS 157-2 defers the Statement’s effective date for certain non-financial assets and liabilities to fiscal years beginning after November 15, 2008, and interim periods within those years. The adoption of SFAS 157-2 is not expected to have an impact on the Company’s consolidated financial statements.

    Reclamation provision

    Canadian GAAP calculates reclamation provision using current credit-adjusted, risk-free rates for upward adjustments, and the original credit adjusted, risk free rate for downward revisions. The original liability is not adjusted for changes in current discount rates. IFRS however, calculates reclamation provision using a current pre-tax discount rate, (which reflects current market assessment of the time value of money and the risk specific to liability) and is revised every reporting period to reflect changes in assumptions or discount rates. To calculate the reclamation provision and long-lived asset under IFRS, the Company has elected to apply the exemption available from full retrospective application as allowed under IFRS 1. As such, the Company has re-measured the rehabilitation liability as at February 1, 2010 and subsequent change in obligations under IAS 37 Provisions, contingent liabilities and contingent assets, estimating the amount to be included in the related asset by discounting the liability to the date of first disturbance in which the liability arose, using best estimates of the historical risk-free discount rates, and recalculating the accumulated depreciation and amortization under IFRS.

    The change in accounting policy related to the reclamation provision resulted in a decrease to exploration and evaluation assets of $78,526 with a related decrease in reclamation provision at the transition date. During the year ended January 31, 2011, a further adjustment was required, which resulted in an increase of $9,505 to exploration and evaluation assets with a related increase to the provision for reclamation. There were also costs of $11,228 and $4,683 charged to income for finance costs and foreign exchange gain, respectively.

    In addition, under Canadian GAAP, the unwinding of the discount was included with depreciation and amortization expense, and will now be reclassified to finance costs as required under IFRS.

     b)Contributed surplus

    IFRS requires an entity to present, for each component of equity, a reconciliation between the carrying amount at the beginning and end of the period, separately disclosing each change. The Company examined its “contributed surplus” account and concluded that as at the February 1, 2010 transition date and the comparative January 31, 2011, part of the contributed surplus relates to “Equity settled employee benefit reserve” and part to “Reserves for warrants”.

    IFRS also permits a transfer of reserves arising from share-based transactions, within equity. At February 1, 2010, $879,817 of total reserves related to options and warrants no longer outstanding was therefore transferred to Deficit, in order that the balance of equity reserve reflect only the fair value of options and warrants on that date. During the year ended January 31, 2011, additional options and warrants expired and therefore a further transfer of $3,523,935, representing the fair value attributed to these cancelled instruments, was made from their respective reserve accounts to deficit.

     (ii)c)

    Accounting for equity units


    At the transition date, the Company elected to change its accounting policy for equity units. In the past, the proceeds received on the issuance of units, consisting of common shares and warrants, were allocated first to warrants based on their fair value determined using the Black-Scholes option pricing model, and the remainder was allocated to common shares.

    Upon transition date, the Company elected to allocate the proceeds received on the issuance of units, based on their relative fair values, calculated using the Black-Scholes option pricing model for warrants and the fair value of common shares.
    97

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Notes on reconciliations between Canadian GAAP and IFRS (continued)
    c)Accounting for equity units (continued)

    The required adjustment has been calculated based on the outstanding options and warrants. As at February 1, 2010, the change in accounting policy resulted in an increase of $133,255 in share capital and a corresponding decrease in reserves for warrants. During the year ended January 31, 2011, the Company closed a private placement, which resulted in an increase of $591,135 in share capital and a corresponding decrease in reserves for warrants.

    Additionally, during the year ended January 31, 2011, warrants had been exercised and the fair value of the warrants is then transferred to share capital. As a result of the change in accounting policy, an adjustment was required, which resulted in a decrease of $40,018 in share capital and a corresponding increase to reserve for warrants.

    d)Share-based payments

    Previously, under Canadian GAAP, the Company classified a consultant as a non-employee, whereas under IFRS, the consultant is classified as an employee and others providing similar services.

    The fair value of options granted to employees and others providing similar services is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. Under Canadian GAAP, transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

    An adjustment is required for the options granted to this consultant and the share-based compensation recognized during the year ended January 31, 2011. At January 31, 2011, a decrease of $6,197 was recorded to share-based payments reserve with a corresponding increase to deficit for the same amount.

    e)Deferred income taxes

    Previously, under Canadian GAAP, the Company recognized a deferred tax liability on the acquisition of Marcus Corporation where the fair value of some of the mineral properties acquired exceeded their tax values. Under IFRS, the deferred tax liability would not be recognized, either on acquisition or subsequently. This accounting policy change resulted in a reversal of the deferred tax liability of $297,755 (February 1, 2010 - $316,723), decrease in the carrying value of exploration and evaluation assets of $352,662 (February 1, 2010 - $352,662) and an increase in deficit of $54,907 (February 1, 2010 - $35,939).

    Under Canadian GAAP, income tax assets or liabilities were not recognized for differences arising between the historical exchange rate and the current exchange rate translation of the cost of non-monetary assets or liabilities of integrated foreign operations. Under IFRS, deferred tax is recognized on the difference between the accounting basis and tax basis of all items. For foreign currency non-monetary assets or liabilities where the tax basis currency differs from the functional currency of the entity, foreign exchange differences will result in tax assets or liabilities, which were not previously recognized under Canadian GAAP. This difference will result in added volatility in the tax expense as foreign exchange rate changes will have an impact on the tax expense. This accounting policy change resulted in an additional deferred tax liability of $930,041 (February 1, 2010 - $624,322) and an increase to deficit.
    98

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Reconciliation of Consolidated Statements of Financial Position
       February 1, 2010  January 31, 2011 
     Note Canadian GAAP  Effect of Transition to IFRS  IFRS  Canadian GAAP  Effect of Transition to IFRS  IFRS 
                        
    ASSETS                   
    Current                   
    Cash and cash equivalents  $700,772  $-  $700,772  $2,695,864  $-  $2,695,864 
    Other amounts receivable   13,617   -   13,617   37,767   -   37,767 
    Prepaid expenses   4,694   -   4,694   39,996   -   39,996 
        719,083   -   719,083   2,773,627   -   2,773,627 
                              
    Exploration and Evaluation Assets(a)(e)  16,029,214   (431,188)  15,598,026   17,179,913   (421,683)  16,758,230 
    Property and Equipment   5,873   -   5,873   107,029   -   107,029 
    Investments in Related Companies   610,967   -   610,967   1,338,540   -   1,338,540 
    Advances receivable from a related party   18,354   -   18,354   20,596   -   20,596 
    Reclamation Bonds   408,075   -   408,075   382,200   -   382,200 
    TOTAL Assets  $17,791,566  $(431,188) $17,360,378  $21,801,905  $(421,683) $21,380,222 

    99

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Reconciliation of Consolidated Statements of Financial Position
       February 1, 2010  January 31, 2011 
     Note Canadian GAAP  Effect of Transition to IFRS  IFRS  Canadian GAAP  Effect of Transition to IFRS  IFRS 
                        
    LIABILITIES                   
    Current liabilities                   
    Accounts payable and accrued liabilities  $65,494  $-  $65,494  $189,682  $-  $189,682 
    Amounts due to related parties   23,022   -   23,022   6,223   -   6,223 
        88,516   -   88,516   195,905   -   195,905 
                              
    Reclamation Provision(a)  236,248   (78,526)  157,722   221,268   (53,110)  168,158 
    Deferred Income Tax Liability(e)  1,687,363   307,599   1,994,962   1,744,579   632,286   2,376,865 
    Total Liabilities   2,012,127   229,073   2,241,200   2,161,752   579,176   2,740,928 
    EQUITY                         
    Share Capital(b)(c)  40,742,124   133,255   40,875,379   42,705,053   684,372   43,389,425 
    Equity Reserves (Previously Contributed Surplus)(b)(c)(d)  5,857,421   (1,013,072)  4,844,349   8,343,960   (5,094,320)  3,249,640 
    Accumulated Other Comprehensive income   425,695   -   425,695   1,062,321   -   1,062,321 
    Deficit(a)(c)(d)(e)  (31,256,121)  219,556   (31,036,565)  (32,481,501)  3,409,089   (29,072,412)
    Equity Attributable to Equity Holders of the Company   15,769,119   (660,261)  15,108,858   19,629,833   (1,000,859)  18,628,974 
    Equity Attributable to Non-controlling Interests   10,320   -   10,320   10,320   -   10,320 
    Total Equity   15,779,439   (660,261)  15,119,178   16,640,153   (1,000,859)  18,639,294 
    TOTAL Liabilities and Equity  $17,791,566  $(431,188) $17,360,378  $21,801,905  $(421,683) $21,380,222 
    100

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Reconciliation of Consolidated Statement of Operations and Comprehensive Loss
       
       Year ended January 31, 2011 
     Note Canadian GAAP  Effect of Transition to IFRS  IFRS 
               
    Operating and Administrative Expenses          
    Depreciation  $1,679  $-  $1,679 
    Consulting fees   28,783   -   28,783 
    Directors’ fees   17,250   -   17,250 
    Investor relations and shareholder information   228,326   -   228,326 
    Legal and accounting   64,268   -   64,268 
    Finance costs(a)  -   11,228   11,228 
    Listing and filing fees   24,463   -   24,463 
    Management fees   105,000   -   105,000 
    Office and miscellaneous   57,507   -   57,507 
    Salaries and benefits   131,993   -   131,993 
    Share-based payments(d)  565,261   (6,197)  559,064 
    Travel   47,256   -   47,256 
        1,271,786   5,031   1,276,817 
    Loss before other items and income tax   (1,271,786)  (5,031)  (1,276,817)
    Other Income (Expenses)             
    Interest income   22,654   -   22,654 
    Foreign exchange gain (loss)(a)(e)  94,948   (109,610)  (14,662)
        117,602   (109,610)  7,992 
                  
    LOSS BEFORE INCOME TAX   (1,154,184)  (114,641)  (1,268,825)
    Deferred income tax expense(e)  (71,196)  (219,760)  (290,956)
    NET LOSS   (1,225,380)  (334,401)  (1,559,781)
                  
    Other Comprehensive Income             
    Unrealized gain on available for sale securities, net of tax   636,626   -   636,626 
    TOTAL COMPREHENSIVE LOSS  $(588,754) $(334,401) $(923,155)
    101

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    18.    FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
    Reconciliation of Consolidated Statement of Cash Flows
       Year ended January 31, 2011 
     Note Canadian GAAP  Effect of Transition to IFRS  IFRS 
               
    OPERATING ACTIVITIES          
    Net loss(a)(d) $(1,225,380) $(334,401) $(1,559,781)
    Adjustments for items not involving cash :             
    Depreciation   1,679   -   1,679 
    Share-based payments(d)  565,261   (6,197)  559,064 
    Foreign exchange gain(a)  (93,524)  23,651   (69,873)
    Finance costs(a)  -   97,187   97,187 
    Deferred income tax expense   71,196   219,760   290,956 
    Net change in non-cash working capital   43,890   -   43,890 
    Cash used in operating activities   (636,878)  -   (636,878)
                  
                  
    FINANCING ACTIVITIES             
    Issuance of shares for cash, net   3,884,207   -   3,884,207 
                  
    INVESTING ACTIVITIES             
    Mineral properties acquisition and exploration expenditures   (1,149,094)  -   (1,149,094)
    Purchase of property and equipment   (102,835)  -   (102,835)
    Cash used in investing activities   (1,251,929)  -   (1,251,929)
                  
    Effect of exchange rate fluctuations on cash held   (308)  -   (308)
    Net increase in cash   1,995,092   -   1,995,095 
    Cash, beginning of the period   700,772   -   700,772 
                  
    Cash, end of period  $2,695,864  $-  $2,695,864 
    102

    CORAL GOLD RESOURCES LTD
    Notes to the Consolidated Financial Statements
    For the years ended January 31, 2012 and 2011
    (Expressed in Canadian dollars)

    19.    EVENTS AFTER THE REPORTING PERIOD
    a)   In February 2007,2012, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value OptionCompany granted stock options for Financial Assets and Financial Liabilities – an Amendmentthe purchase of FASB Statement No. 115”, which permits entities to choose to measure many financial instruments and certain other items1,055,000 shares at fair value. The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Adoption is required for fiscal years beginning after November 15, 2007. Early adoption is permitted asa price of the beginning of the fiscal year that begins$0.40 per share exercisable on or before November 15, 2007, providedFebruary 22, 2017 to directors, officers, consultants and employees of the entity also electsCompany.

    b)   In March 2012, the Company extended the expiry dates of 4,709,120 warrants expiring April 1, 2012, by six months to applyOctober 1, 2012.

    c)   In March 2012, the provisionsCompany extended the expiry dates of SFAS 157. There is no impact on1,755,000 warrants expiring April 23, 2012, by six months to October 23, 2012.

    d)   In April 2012, the Company entered into a drilling contract to provide drilling services at the Company’s consolidated financial statements.

    85



    CORAL GOLD RESOURCES LTD. (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    For the years ended January 31, 2009, 2008 and 2007
    (In Canadian Dollars)

    18.

    Differences between Canadian and United States Generally Accepted Accounting Principles

    (Continued)

    d) Recently Adopted Accounting Standards


    (iii)

    SFAS No. 141(R), Business Combinations, is to replace SFAS No. 141, “Business Combinations”.US subsidiary. The new statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations. The new standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. The new statement improves the comparabilityestimated value of the information about business combinations provided in financial reports. SFAS No.141(R) applies prospectively to business combinations for which the acquisition datecontract is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected to have a significant impact on the Company’s consolidated financial statements.

    (iv)

    In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities” (“SFAS 161”)$356,000 (US$356,250). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivatives instruments, how derivative instruments and related hedged items affect an entity’s operating results, financial position, and cash flows. SFAS 161 is effective for the Company’s 2009 fiscal year. Early adoption is permitted. The Company is currently reviewing the provisions of SFAS 161. However, as the provisions of SFAS 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of SFAS 161 will have a material impact on its consolidated operating results, financial position or cash flows.

    (v)

    In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company is currently evaluating the impact of adoption of SFAS 162 but does not expect adoption to have a material impact on results of operations, cash flows or financial position.

    86


    103

    SIGNATURE


    The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

    Dated: August 14, 2009CORAL GOLD RESOURCES LTD.
     
       
    Dated: June 14, 2012By:/s/ LouisDavid Wolfin
      LouisDavid Wolfin, Chief Executive Officer
    (Principal Executive Officer)

    87

    104

    Exhibit Index


    Exhibit NumberName
    1.1Memorandum of Coral Gold Resources Ltd.*
    1.2.1.2Articles of Coral Gold Resources Ltd.*
    15.1Geological Report on the Robertson Property*
    15.2Update of the Geological Report on the Robertson Property*

    _______________________

    ___________________________
    * Previously filed.

    88

    105