annual report 2011 · the company is looking forward to proceeding with its plans to resume...

2011Annual Report

canstar resources inc. | IFC | annual report

HIGHLIGHTS

The Mary March property in the

Buchans area of Newfoundland and Labrador

is the f lagship project of Canstar Resources.

Discovery holes previously dri l led on the

property by Phelps Dodge in 1999 and 2000

produced some of the highest grade base and

precious metal intersections ever achieved in

the area outside the Buchans Mine, including

9.3m @10.33% Zn, 1.62% Pb, 0.66% Cu, 118g/t Ag, and 4.1 g/t Au.

Canstar announced on November 7, 2011 that the lengthy dispute over ownership of the

Mary March property had been resolved in i ts favour.

LOOKING AHEAD

A comprehensive explorat ion plan implemented

on the Mary March project , with f ield work

commencing in early 2012

Seek J .V. partners for Slate Bay and other

propert ies

Continued project generation, acquisit ion and

explorat ion

TABLE OF CONTENTS

Highl ights IFC Looking Ahead IFC Letter to Shareholders 1

Property Update 2 Management’s Discussion & Analysis 4

Consol idated Financial Statements 21 Auditors’ Report 23

Corporate Data IBC

To Our Shareholders:

Never has the future looked brighter for Canstar Resources. After almost eleven years, the dispute over the Mary March property has been resolved, and clear title has been restored to the Company.

On November 7, 2011, Canstar announced that Vinland Resources, in return for Canstar and Xstrata waiving their entitlement to costs, had decided not to commence an appeal of the decision that had been rendered by the Honourable Justice Alphonsus Faour on October 6, 2011. This decision had rejected an appeal by Vinland of a previous ruling by the Mineral Rights Adjudication Board that awarded the Mary March property to Canstar and Xstrata.

The Mary March property, located in the high grade Buchans base and precious metal belt of Newfoundland and Labrador, is Canstar's principal exploration project. It is held under option from Phelps Dodge Corporation (now Freeport McMoran Corporation). Canstar is earning 50% interest in the property and has Right of First Refusal on the other 50% held by Xstrata.

The Company is looking forward to proceeding with its plans to resume exploration of the property. This will involve acquisition of relevant work permits from the government, negotiating work contracts including drilling, and project

financing. Field work is expected to commence in early 2012.

We appreciate the overwhelming support of our shareholders during this difficult period and look forward with great excitement to resuming serious exploration of this highly prospective property.

On behalf of the board of directors,

Harry J. Hodge, P. Eng.

Chairman,Canstar Resources Inc.



































Property Update

canstar resources inc. | 2

Mary March Project, Newfoundland

Located in central Newfoundland, 20 kilometres northeast of, and within the same geological group that hosts the prolific former producing Buchansmine, discovery holes drilled by Phelps Dodge in 1999 and 2000 produced some of the highest grade base and precious metal intersections (9.2m @ 10.33% Zn, 1.62% Pb, 0.66% Cu, 118.1g/t Ag and 4.1 g/t Au) ever achieved outside of the Buchans mine.

In addition to the past-producing Buchans mine (16.2 Mt @ 14.50% Zn, 7.56 % Pb, 1.33 % Cu, 126 g/t Ag and 1.37 g/t Au), Teck Corporation’s Duck Pond deposit (4.1 Mt @ 5.7% Zn, 3.3% Cu, 59 g/t Ag and 0.9 g/t Au) began production in 2007.

In April 2009, the Company acquired by staking, 100% interest in mineral claims totaling 850 hectares adjoining the corporation's Mary March property in the Buchans area. The new claims are

located to the north and east of the property and may cover a portion of the eastward extension of the volcanic stratigraphy which hosts the high grade base and precious metals deposits.

The core portion of the Mary March property was subject to litigation between the Newfoundland and Labrador Mineral Recorders’ office and Vinland Resources, a private company controlled by Albert Chislett. After a long history of hearings, ownership of the Mary March property was finally resolved in November 2011. Clear title of the Mary March property has been restored to Canstar and a comprehensive exploration program is being implemented, with field work commencing in early 2012.

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Property Update

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XMET Option, Newfoundland

Canstar’s 100%-owned XMET Option Project is comprised of 37 claim units located immediately adjacent to the Mary March property and contains the extension of the geological trend which hosts the Mary March deposit. The property is considered to have strong potential for hosting similar high-grade base and precious metal VMS mineralization. The claims are not involved in the Mary March property dispute and have been optioned to XMET Inc, which can earn a 50% interest under the following terms:

Cash payments totaling $ 175,000 issuance of 500,000 XMET shares on signing Cumulative exploration Expenditures of $850,000

During the period, XMET terminated the option.

Other Properties The Company owns a diverse property portfolio in Northern Ontario, including the Slate Bay property (Cu-Au) in Red Lake, McFauld’s Lake Project (Cu-Pb-Zn-Ag-Au), Shrimp Lake and Tahoe Lake projects (Cu-Pb-Zn-Ag-Au) and the Miminiska property east of Pickle Lake (Au). The properties are all located in areas of historic or currently producing mines and represent projects with good “grass-roots” potential.

CANSTAR RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED JUNE 30, 2011

AND

THE YEAR ENDED JUNE 30, 2010

INTRODUCTION

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of (the “Company”) Canstar Resources Inc. for the year ended June 30, 2011 and the year ended June 30, 2010 and related notes. The Company’s reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars. The Company reports its financial position, results of operations and cash flows in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). This MD&A is made as of October 26, 2011.

Additional information relating to the Company is on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on the Companies website at www.canstarresources.com .

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future prices of base and precious metals; success of exploration activities; cost and timing of future exploration and development; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; requirements for additional capital; and other statements relating to the financial and business prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, ”would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration results will not be consistent with the Company’s expectations; timing and availability of external financing on acceptable terms and in light of the current decline in global liquidity and credit availability; uncertainty of inferred mineral resources; future prices of base and precious metals; currency exchange rates; government regulation of mining operations; failure of equipment or processes to operate as anticipated; risks inherent in base and precious metals exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations; and uncertain political and economic environments. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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DESCRIPTION OF THE BUSINESS

Canstar Resources Inc. (or the “Company”) is a junior resource company focused primarily on the acquisition, exploration and development of mineral properties located in Canada. The Company was formed upon the amalgamation, effective April 5, 2005, of Nustar Resources Inc. (“Nustar”) and Candor Ventures Corp. (“Candor”). The amalgamation was approved by shareholders of Nustar and Candor on March 24, 2005 and final approval of the amalgamation by the TSX Venture Exchange was granted on April 5, 2005. In accordance with the terms of the amalgamation, shares of the Company were issued to shareholders of Nustar and Candor on a 1:1 basis. The first year-end of the Company, subsequent to the effective date of the amalgamation, was June 30, 2005. The financial statements discussed herein are for the year ended June 30, 2011 (audited) and the year ended June 30, 2010 (audited). The shares of the Company began trading on the TSX Venture Exchange under the symbol “ROX” on April 8, 2005. The Company is a reporting issuer in the provinces of Ontario, Alberta and British Columbia.

As a result of the amalgamation, the Company wholly-owns, has or had interests in all of the mineral properties formerly held by Nustar and Candor. The following table contains a brief description of the Companies core properties held in fiscal 2011, which are or were the primary focus of the Companies exploration initiatives. Further details with respect to the core properties are also provided in this document under the section entitled “Overall Performance”.

Description of Core PropertyTarget

MineralizationOwnership Interest

The Conception Bay South (CBS) Project is comprised of 190 claim units in seven mineral licenses located in the Conception Bay South area of the Avalon Peninsula on the Island of Newfoundland. The properties cover a belt of volcanic rocks which are known to host Volcanogenic Massive Sulphide (VMS) type mineralization containing economically significant values in copper, zinc, lead, gold and silver.

Copper-lead- zinc- silver-gold

Right to acquire a 100% interest in two properties (1), totaling 148 and 15 claims, respectively, from two separate vendors. The Company terminated the option agreement and the 27 additional claims staked by The Company lapsed on December 31, 2010. Canstar no longer holds any interest in the area.

The McFauld’s Lake Properties are located in the McFauld’s Lake area of northwestern Ontario. They are contiguous with Spider Resources’ high-grade copper-zinc massive sulphide discoveries and also proximal to Noront Resources’ recent high-grade nickel-copper-PGE discovery. The properties are comprised of: (i) a 32-claim unit property totaling 502 hectares (“McFauld’s Lake Property 1”); and (ii) a 38-claim unit property immediately east of the 32-claim unit property (“McFauld’s Lake Property 3”).

Copper-zinc- silver- gold

Pursuant to an agreement with United Reef Limited, a corporation listed on the TSX Venture Exchange, and Geocanex Limited, a private Corporation owned by a Director of the Company, United Reef has vested an undivided 45% interest in both properties.(2) Canstar owns the remaining 55% interest.(3) This agreement supersedes an earlier agreement with Geocanex Limited signed on September 22, 2004 and as amended on August 26, 2005. (4)

The Mary March Property, comprised of 18 staked claims, 2 licenses, 1 lease and 2 patented lots, totaling 1,616 hectares, located approximately 20 kilometres east of the past producing Buchans mine, near Buchans Junction, Newfoundland.

Zinc-silver- lead- copper- gold

Right to earn a 100% interest in an underlying 50% interest held by Phelps Dodge Corporation of Canada, Limited (“Phelps”), pursuant to a letter of intent entered into with Phelps and first right of refusal on the remaining 50% interest held by Xstrata plc. (3) (5)


The XMET Option Property was acquired on April 7, 2009 and is comprised of 34 claims staked in two contiguous blocks. The property is located immediately west and north of the Mary March property and may cover the extension of the geological horizon hosting the Mary March base and precious metal mineralization.

Zinc-silver- lead- copper- gold

The 34 claims acquired by staking on April 7, 2009 are 100% owned by the Company, and not subject to the Phelps Option. On February 16, 2010 The Company entered into an agreement with XMET Inc (“XMET”) (formerly On-Strike Gold Inc), whereby XMET has the right to earn a 50% interest in the 34 claims. XMET terminated the option on May 31, 2011. (6)

The Slate Bay Property, comprised of 8 contiguous patented claims covering 128 hectares, located approximately 10 kilometres north of the town of Red Lake, Ontario, within the Red Lake greenstone belt.

Copper-gold -silver

A 75% interest in the property pursuant to an option and joint venture participation agreement entered into with Luxor Enterprises Inc. (Luxor) on February 4, 2002. (7)

Notes:

(1) The Company held a right to acquire a 100% interest in two separate properties, totaling 148 and 15 claims, respectively, by making combined cash payments of $30,000 on signing (paid); $35,000 on the first anniversary of the agreement and $45,000 on the second anniversary of the agreement, and combined share payments of 100,000 common shares of the Company on signing (paid); 175,000 shares on the first anniversary of the agreement; and 275,000 shares on the second anniversary of signing. Both properties were subject to net smelter royalties of 2% and 2.5%, while the Company reserved the option to buy back 1% and 1.5%, respectively, for $2,750,000. The Company terminated both option agreements before first anniversary payments were due. An additional 27 claims staked by the Company lapsed on December 31, 2010.

(2) On April 22, 2008 the Company and Geocanex entered into an agreement whereby United Reef, A TSX Venture-listed company could earn a 50% interest in both the McFauld’s 1 and 3 properties by making a payment of 5,000,000 shares (paid), divided equally between the Company and Geocanex, and a cash payment of $50,000 to the Company (paid) on signing of the formal agreement. In addition, United Reef would be committed to making exploration expenditures on the property totaling $150,000 before December 31, 2008. the Company and Geocanex individually hold 0.5% net smelter royalties on both properties. This agreement supersedes an earlier agreement between Canstar and Geocanex on the McFauld’s 3 property, with the Company owning a 50% undivided interest in the McFauld’s 3 property upon vesting by United Reef. Subsequent to the period ending December 31, 2008, United Reef informed the Company that it had substantially completed its earn in commitments and the Company and Geocanex agreed to allow United Reef to vest on a pro-rata basis at 45%. the Company now owns the remaining 55% interest in the joint venture.

(3) Interest in the McFauld’s Property 1 and Mary March were held by Candor prior to the effective date of the amalgamation on April 5, 2005.

(4) Interest in McFauld’s Property 3 was held by Nustar prior to the effective date of the amalgamation on April 5, 2005. The Company has not met its expenditure commitment and the agreement was renegotiated on August 26, 2005 and amended with the following term replacing section 2a: “The Optionee shall fund exploration work on the Claims in the total amount of $250,000 during the four year period commencing on the date of execution of this agreement, with the sum of $50,000 to be spent in the first year, the sum of $100,000 to be spent in the third year and the sum of $100,000 to be spent in the fourth year”. The property was written off in 2006; however, the Company maintains 55% ownership of the McFauld’s properties pursuant to the United Reef-Canstar-Geocanex agreement (see note (2)).

(5) By virtue of an underlying agreement, Phelps may earn a 50% interest in the property from Xstrata plc by incurring expenditures of $1,500,000 over five years. Under the terms of the letter of intent, the Company will assume the remaining exploration expenditures of approximately $755,000 and will issue 100,000 common shares to Phelps, together with 100,000 common share purchase warrants exercisable at a price of $0.50 for a period of twenty-four months. the Company is also required to make a cash payment of $2,000,000 to Phelps within six months of commercial production. The Company’s interest is also subject to a 1% NSR royalty due upon commencement of commercial production. The property was subject to a title dispute (see page 8).

(6) On February 16th, 2010, the Company signed an option to joint venture with XMET Inc (formerly On-Strike Gold Inc), granting XMET the right to earn a 50% interest in 34 claims which are 100% owned by The Company. Terms of the option are: cash payments of $25,000 upon signing (paid); $50,000 on 1st anniversary; $100,000 on 2nd anniversary; the issuance of 500,000 common shares of XMET upon signing (paid); and exploration expenditures of $850,000 over 3 years. At the completion of the above a 50/50 joint venture would be formed under industry standard terms. On May 30th, 2011, XMET advised that they had completed two drill holes on the optioned claims and had decided to discontinue the option agreement.

(7) In accordance with the terms of the agreement, to earn its interest in the property, Candor, the Company’s predecessor, issued 30,000 common shares to Luxor and paid back taxes of approximately $18,000, with the requirement to pay all property taxes during the earn-in period. The Company may maintain its option by issuing an additional 90,000 common shares and spending a total of $150,000 on the property (which has already been spent) over a three-year period. In February 2005, a one-year extension of the agreement to February 4, 2006 was negotiated. In consideration for such extension, the Company has issued an additional 90,000 common shares valued at $19,800. the Company vested its 75% interest in November 2005 and indicated its intention to form a joint venture.


The Company also has three non-core properties, identified in the table below, which the Company has chosen to joint venture to other corporations.

Description of Property Target Ownership Interest

The Miminiska Property, comprised of three contiguous, unpatented mineral claims totalling 44-claim units, located approximately 100 kilometres east of Pickle Lake, Ontario.

Gold 100% owned.(1)(2)

The Tahoe Lake property is comprised of two contiguous, unpatented mineral claims totaling 32 claim units, covering 512 hectares, approximately 170 kilometres north- northeast of Red Lake, Ontario.

Gold and base metals

One of the three original mineral claims was allowed to lapse in 2010, the remaining two lapsed on January 30, 2011 due to insufficient assessment credits required to maintain the claims in good standing. (3)

The Shrimp Lake Property is comprised of seven contiguous, unpatented mineral claims totalling 91-claim units, covering 1,456, hectares approximately 165 kilometres north-northeast of Red Lake.

Gold and base metals

100% owned.(3)

Notes:

(1) Interest was held by Nustar prior to the effective date of the amalgamation on April 5, 2005. (2) These claims were staked in 2002. A seven-hole drill program was undertaken in February and March 2005 to test

chargeability anomalies and the proposed down plunge projection of a gold-mineralized zone known from previous drilling. No intersections of economic significance were achieved.

(3) Interest was held by Candor prior to the effective date of the amalgamation on April 5, 2005.

An investment in the securities of the Company is highly speculative and involves numerous and significant risks and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors described below.

OVERALL PERFORMANCE

The Company is currently engaged in mineral exploration in Canada. The Company’s exploration activities are at an early stage, and it has not yet been determined whether its properties contain recoverable ore. As a result, the Company has no current sources of revenue other than interest earned on cash, short-term investments and money market instruments, all of which were derived from issuances of share capital. There are no known deposits of minerals on any of the mineral exploration properties of the Company and any activities of the Company thereon will constitute exploratory searches for minerals.

Trends

• Although the economic crisis which faced the financial sector in 2008 and 2009 has improved, the Company remains cautious in case the economic factors that impact the mining industry deteriorate;

• There are significant uncertainties regarding the prices of precious and base metals and other minerals and the availability of equity financing for the purposes of mineral exploration and development;

• The Company’s future performance is largely tied to the outcome of future drilling results and the overall financial markets; and


• Current financial markets are likely to be volatile in Canada for the remainder of calendar 2011 and potentially into 2012, reflecting ongoing concerns about the stability of the global economy. As well, concern about global growth may lead to future drops in the commodity markets. Uncertainty in the credit markets has also led to increased difficulties in borrowing/raising funds. Companies worldwide have been negatively affected by these trends. As a result, the Company may have difficulties raising equity financing for the purposes of base and precious metals exploration and development, particularly without excessively diluting the interest of current shareholders of the Company.

These trends may limit the Company’s ability to discover and develop an economically viable mineral deposit.

The CBS Properties

The CBS project is comprised of 190 contiguous claim units covering an under-explored volcanic belt on the Island of Newfoundland’s Avalon Peninsula, situated approximately 30 kilometres from the capital city of St. John’s.

During September 2008 a VTEM airborne electromagnetic and magnetic survey, comprising 1,181 line kilometres covering a 25 kilometre strike length of the volcanic belt was flown in the project area.

Between November 25 2008 and December 13, 2008, a diamond drilling program was completed on the property testing airborne and geological targets. The program comprised 12 drill holes totaling 1196m. Seven holes were drilled to test the strike and depth extension of the historic Pastureland base and precious metal showing. Highlights include a 26m zone of thin, intermittent, copper-lead-zinc sulphide mineralized bands in a pervasively altered mafic volcanic horizon. A 14 metre interval within this zone returned assay results of 1 % zinc; 0.6% lead; 0.2% copper and 8 g/t silver, including 2.2 metres grading 2.6% zinc, 1.7% lead, 0.2% copper, 26 g/t silver. The last five holes tested selected VTEM airborne anomalies along the Pastureland horizon and intersected thick sequences of altered volcanics interlayered with altered metasedimentary rocks. No significant assays were returned from these holes. $391,291 in expenditures was written down on the property during the year ended June 30, 2009. Prior to the required first anniversary payments the option agreements were terminated and the properties returned to the owners. An additional 27 claims staked by the Company were allowed to laps on December 31, 2010. The Company no longer holds any interests in this area.

The McFauld’s Lake Properties

The Company has a 55% interest in a single claim block totaling 70 claim units (502 ha) in the McFauld’s Lake area of northwestern Ontario, approximately 540 kilometres north-northeast of Thunder Bay, Ontario. The property is contiguous to the high-grade copper-zinc (minor silver and gold) massive sulphide discoveries of Spider Resources, and proximal to Noront Resources high-grade nickel-copper-PGE discovery.

The Company contracted an airborne geophysical survey in December 2007 covering the entire property.

On April 22, 2008 the Company entered into an option agreement with Geocanex and United Reef, whereby United Reef became the operator of the McFauld’s 1 and 3 properties.

A three-hole diamond drilling program was completed on the property by United Reef during July 2008. Barren granite was intersected in all holes. After substantial completion of their earn-in commitment on the McFauld’s Project, United Reef was allowed to vest a 45% undivided interest in the property. The project is now under a joint-venture agreement, with the Company maintaining operatorship and a 55% undivided interest in the property.

The Mary March PropertyThe Company has the right to earn a 100% interest in an underlying interest in the property held by Phelps Dodge Company of Canada Limited (“Phelps”), pursuant to a letter of intent entered into with Phelps. By virtue of an underlying agreement, Phelps may earn a 50% interest in the property from Falconbridge Limited by incurring expenditures of $1,500,000 over five years. Under the terms of the letter of intent, the Company will assume the remaining exploration expenditures of approximately $755,000 and will issue 100,000 common shares to Phelps, together with 100,000 common share purchase warrants exercisable at a price of $0.50 for a period of twenty-four months. The Company is also required to make a cash payment of $2,000,000 to Phelps within six months of


commercial production. The Company’s interest is also subject to a 1% NSR royalty due upon commencement of commercial production. The remaining 50% interest in the property is held by Xstrata plc, on which the Company maintains a right of first refusal.

The Mary March Property is comprised of 18 staked claims, 2 licenses, 1 lease and 2 patented lots totaling 1,616 hectares and is located approximately 20 kilometres east of the past producing Buchans mine, near Buchans Junction, Newfoundland. High grade Cu-Pb-Zn-Ag-Au massive sulphides of economic significance were discovered on the Mary March Property by Phelps in 1999, but the core discovery areas of the property had been dormant since August 2000. A TDEM survey completed was completed by Candor, the Company’s predecessor, on a non-core portion of the property during the first quarter of 2004 and four holes totaling 925.4 metres were drilled to test these targets during the three months ended July 31, 2004. In February 2006, an infiniTEM survey was completed over the eastern portion of the property. No significant anomalies were identified.

Title to the core discovery areas of the Mary March Property have been historically contested. In September and October 2000, Vinland Resources Limited (“Vinland”), a privately held Newfoundland company filed applications with the Mineral Claims Recorder for the Government of Newfoundland and Labrador (the “Mineral Claims Recorder”) seeking Map Staking Licenses over the core Mary March discovery areas. On the basis of evidence demonstrating that the lands in question were not open for staking, the applications were rejected by the Mineral Claims Recorder. On December 20, 2000, the party in question filed a grievance with the Mineral Rights Adjudication Board (the “Board”), asking that the Mineral Claims Recorder’s decision be overturned. In a ruling handed down December 17, 2003, the Board ruled against the Province and titleholders. On January 8, 2004, the Province filed an appeal on behalf of the Mineral Claims Recorder before the Supreme Court of Newfoundland and Labrador, Trial Division. The Supreme Court hearing on the matter commenced on January 23, 2006 and concluded on January 27, 2006. On July 26, 2006, the Supreme Court of Newfoundland and Labrador set aside the decision of the Mineral Rights Adjudication Board and referred the matter back to a re-hearing. Following an appeal by Vinland of this ruling, the Mineral Claims Recorder, in conjunction with Canstar-Phelps Dodge and Xstrata filed a cross appeal to overturn the decision by Newfoundland and Labrador Supreme Court. The cross-appeal asked that the dispute be finally settled during the appeal, as the matter rests on points of law which are best decided by the courts.

The appeal and cross appeal hearing were completed on November 9th, 2007 and a decision was handed down on February 18, 2008 dismissing Vinland’s appeal and Canstar-Xstrata-Phelps’ cross appeal. The decision upheld the Supreme Court of Newfoundland’s ruling overturning the Mineral Right’s Board decision, favouring Vinland, and called for a re-hearing. The Supreme Court ruling favours the Company, as does the Appeal Courts decision. The second adjudication hearing ended on January 25, 2009 and final summations were completed on May 29, 2009. On October 23, 2009 the Adjudication Board handed down a unanimous decision recognizing the current title holder, Phelps Dodge Canada, as the owner of the Mary March property. On November 20, 2009, Vinland filed a Notice of Appeal with the Newfoundland and Labrador Supreme Court (Trial Division) to the October 23, 2009 decision of the Mineral Rights Adjudication Board. On July 21, 2010, the Company was advised by their legal counsel that the Mary March Hearing, originally scheduled for July 19, 2010, had been postponed until October 25 and 26, 2010, and further postponed until November 30, 2010. The hearing was held from November 30, 2010 to December 2, 2010. On October 6, 2011, Vinland’s appeal was dismissed by the court with costs awarded against Vinland. The full ruling can be viewed on the Company’s website (www.canstarresources.com).

The XMET Option

The XMET Option property was acquired on April 7, 2009 and is comprised of 34 claims staked in two contiguous blocks 100%-owned by the Company. The property is located immediately west and north of the Mary March property and may cover the extension of the geological horizon hosting the Mary March base and precious metal mineralization.

On February 16, 2010, The Company signed an option to joint venture with XMET Inc (formerly On-Strike Gold Inc), granting XMET the right to earn a 50% interest in the property. Terms of the option are: cash payments of $25,000 upon signing (paid); $50,000 on 1st anniversary; $100,000 on 2nd anniversary; the issuance of 500,000 common shares of XMET upon signing (paid); and exploration expenditures of $850,000 over 3 years. At the completion of the above a 50/50 joint venture would be formed under industry standard terms.


XMET commenced a two-hole drilling program on April 21st, 2011 with hole BJ-11-01 targeting a coincident weak AEM conductor and polymetallic Cu-Pb-Zn-Ba basal till anomaly located proximal to the southwestern border of the property. The first hole was drilled to a depth of 275 meters. The volcanic sequence observed in the hole was extremely altered hematitic, epidotized, sericitized flow breccias, mafic fragmental units and numerous altered felsic intrusions which lacked massive sulphides. It was observed that the favorable Mary March stratigraphy was not present at this location, and that the more likely favorable Mary March horizon is located to the southeast. The second hole targeted the stratigraphy near the southeastern limit of the property, immediately outside of the Buchans Junction water reservoir protected zone. Sheared, highly altered felsic pyroclastic units intercalated with altered mafic volcanic were observed in core, but again the favorable key marker horizon was not present. The hole was stopped at 294.4 meters. On May 30th, 2011, XMET advised that they had decided to discontinue the option agreement.

The Slate Bay PropertyThe Slate Bay property is comprised of 8 contiguous, patented claims covering 128 hectares and located about 10 kilometres north of the town of Red Lake, Ontario, within the productive Red Lake greenstone belt. In November 2005, the Company met all of the expenditure requirements to earn its 75% interest in the property and advised Luxor that it wished to establish a joint venture to further explore and develop the property. Under the terms of the agreement, the Company will act as manager of the joint venture.

The Company has completed detailed ground magnetic and IP surveys over the property and an initial 5-hole drill program conducted in 2001 tested a number of IP anomalies. The first hole intersected a 69.33 metre interval of Cu-Au-Ag mineralized breccia. Additional IP surveying in 2003 identified the faulted extension of the chargeability anomaly related to the mineralized zone and extended its total length to 1,000 metres. On September 20, 2005, a program of follow-up drilling consisting of four holes totaling 641 metres intersected a large copper-gold-silver mineralized skarn system, which is believed to have potential for continuity both laterally and to depth, with grades running to a high of 7.2 g/t gold, 5.81% copper and 183 g/t silver over narrow intervals within considerably longer sections of lower grade material. In September 2008, the Company completed a further six holes on the property testing the skarn system at depth and along strike. The mineralized zone was intersected at an additional 50 metres depth and 100m along strike to the northeast of previous drilling. Analytical results confirm that the mineralization extends to depth and along strike, and is similar to previous results. $214,971 in expenditures was written down on the property during the year ended June 30, 2009.

RESULTS OF OPERATIONS

Year ended June 30, 2011 compared to June 30, 2010.

Due to the various delays in resolving the Mary March property dispute, there has been very little activity in fiscal 2011 and 2010. The net loss for fiscal 2011 was $263,241, compared to $203,217 in fiscal 2010. The increase in the loss by $60,024 was primarily due to mineral property write-offs of $205,286 in fiscal 2011 compared to nil in fiscal 2010. Operating expenses were down by $25,262 in fiscal 2011 compared to fiscal 2010, mainly due to a reduction of stock-based compensation costs of $25,083.

As at June 30, 2011, the interest in mineral properties and deferred exploration expenditures was $766,457 compared to $888,964 on June 30, 2010. There were no significant funds spent on exploration during 2011. Costs were only incurred to maintain the property interests. The reduction carrying cost was due to the write down by $205,286 during 2011.

Three months ended June 30, 2011 compared to June 30, 2010.

Expenses for the three months ended June 30, 2011 were $18,638 compared to $61,865. The reduction was mainly due to lower operating costs due to the reduced activity of the Company while awaiting the outcome of the Mary March decision. The loss for the 2011 quarter was $224,924 versus $41,228, mainly due to the property write downs of $205,286 in the 2011 quarter versus nil in 2010.


SUMMARY OF QUARTERLY RESULTS (1)

The following table sets out selected quarterly results of the Company for the eight quarters prior to the effective date of this report. The information contained herein is drawn from the audited annual financial statements and unaudited interim financial statements of the Company.

Year 2011 2011 2010 2010 Quarter June 30 March 31 December 31

September 30

Revenue $nil $nil $nil $nil Working Capital (Deficit) 100,358 200,227 289,719 (46,792) Interest in Mineral Properties and Deferred Exploration Expenditures 766,457 938,957 901,449 892,599 Expenses 18,698 41,228 30,766 62,263 Net Income (Loss) (223,984) (41,228) (30,766) 32,737 Net Income (Loss) per share (1) (0.00) (0.00) (0.00) 0.00

Year 2010 2010 2009 2009 Quarter June 30 March 31 December 31 September 30

Revenue $nil $nil $nil $nil Working Capital (165,633) (105,748) (100,325) (59,875) Interest in Mineral Properties and Deferred Exploration Expenditures 888,964 862,941 881,046 872,026 Expenses 61,865 53,258 36,725 26,369 Net (Loss) Income (61,865) (53,258) (36,725) (51,369) Net (Loss) (per share) (1) (0.00) (0.00) (0.00) (0.00)

Notes: (1) Net income (loss) per share on a diluted basis is the same as basic net (income) loss per share, as all factors

which were considered in the calculation are anti-dilutive.

LIQUIDITY

As at June 30, 2011, the Company had working capital of $100,358 compared to a working capital deficiency of $165,633 at June 30, 2010. Working capital increased during 2011 by $265,991 mainly due to the $400,000 received from the exercise of shareholder warrants. The Company has no revenue from operations and is dependant on financings for working capital. There were no financings during 2011 except for funds raised through warrant exercises. During the 4th quarter working capital decreased by $99,869, mainly due to the Company funding operations and reductions in value of $52,500 in the marketable securities. The Company’s operating costs are expected to remain at the current level during the remainder of the 2011 calendar year, while exploration costs should increase if proposed exploration programs are implemented as a result of the recent Mary March court decision.

WORKING CAPITAL RESOURCES

The Company does not currently have adequate funds to carry out all of its planned exploration activities in fiscal 2012. Additional financings will be required for exploration.

Most of the Company’s requirements for capital to maintain its ownership level in its properties, as well as pay for exploration expenditures and administrative expenses have been met through the completion of private placements and the exercise of stock options and warrants. Typically, these monies have come from institutional and high net worth investors and the amounts raised have been a function of the level of market interest in the junior resource industry as well as the general level of interest in the equity and mineral commodity markets. The Company will have to rely on further equity financings in order to maintain an adequate liquidity base with which to support its general operations and exploration and development mandate.

The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer other mining companies the opportunity to acquire interests in any of its properties in return for funding by such companies of all or part of the exploration and development of such properties. For the funding of any property acquisitions or exploration conducted by the Company, the Company depends on the issue of shares from treasury to investors. Such financing will depend, in turn, on various factors, such as a positive mineral exploration climate,


positive stock market conditions, the Company’s track record and the experience of management. If such financing is unavailable for any reason, the Company may become unable to retain its mineral interests and carry out its business plan.

OFF-BALANCE SHEET ARRANGEMENTSThe Company does not have any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES During the year ended June 30, 2010, the Company incurred $3,500 (2010 - $6,000) for rent charged by a corporation

of which the principal shareholder is a director of the Company. Included in amounts payable at June 30, 2011 is $4,345 (2010 - $4,345) owing to these corporations. These amounts are non-interest bearing, unsecured, with no fixed terms of repayment.

The Company incurred $4,625 (2010 - $7,875), for accounting and tax services (professional fees) rendered during

the year by a firm of chartered accountants of which one of the directors is a former partner. Included in accounts payable and accrued liabilities at June 30, 2011 is $nil (2010 - $2,875) accrued for accounting services. This amount is non-interest bearing, unsecured, with no fixed terms of repayment.

The above transactions were in the normal course of operations and were measured at the exchange amount which is

the amount of consideration established and agreed to by the related parties and does not exceed the arm’s length equivalent value for these services.

During the year ended June 30, 2010, the Company sold 2,500,000 common shares of United Reef Limited to a director of the Company for an aggregate amount of $50,000 resulting in a loss on disposition of $25,000. The shares were sold at the quoted market price at the time of the sale. In December 2010 Mr. Hodge became a director of United Reef Limited.

SUBSEQUENT EVENTS There are no subsequent events other than the October 2011 Mary March court decision.

PROPOSED TRANSACTIONS

There are no proposed acquisitions or dispositions being contemplated by the Company as at the date of this report.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates used in the preparation of the financial statements include the Company’s estimate of the recoverable value of its mineral properties and related deferred exploration expenditures, amounts owing to flow-through investors for income tax reassessments as well as the value of stock-based compensation. These estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

The factors affecting stock-based compensation include estimates of when stock options and compensation warrants might be exercised and stock price volatility. The timing for exercise of options is out of the Company’s control and will depend on a variety of factors, including the market value of the Company’s shares and financial objectives of the stock-based instrument holders. The Company used historical data to determine volatility in accordance with the Black-Scholes option pricing model. However, the future volatility is uncertain and the model has its limitations.

The Company’s recoverability of its recorded value of its mineral properties and associated deferred exploration expenses is based on current market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company operates in an industry that is dependent on a number of factors including environmental, legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development, and future profitable production or the proceeds of disposition thereof. Amounts owing to flow-through investors are dependent on the number of investors that make claims and their respective income tax rates.


CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTIONMarketable SecuritiesInvestments in marketable securities are designated as available for sale and recorded at fair value. Fair values are determined by reference to quoted market prices at the balance sheet date. Unrealized gains and losses on available for sale investments are recognized in other comprehensive income. Investment transactions are recognized on the trade date with transaction costs charged to operations.

Business Combinations, Consolidated Financial Statements and Non-Controlling Interests

The CICA issued three new accounting standards in January 2009: Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602, Non-Controlling interests. These new standards will be effective for fiscal years beginning on or after January 1, 2011. The Company is in the process of evaluating the requirements of the new standards.

Sections 1582 replaces section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to IFRS 3 - Business Combinations. The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Sections 1601 and 1602 together replace section 1600, Consolidated Financial Statements. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27 - Consolidated and Separate Financial Statements, and applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011.

New Standards and Accounting Policy Changes

International Financial Reporting Standards (“IFRS”) Implementation PlanIn February 2008, the CICA Accounting Standards Board (“AcSB”) confirmed that the use of International Financial Reporting Standards (“IFRS”) will be required in 2011 for public companies in Canada (IFRS will replace Canadian GAAP for public companies). The official changeover date will apply for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Accordingly, the Company will report interim and annual financial statements (with comparatives) in accordance with IFRS beginning with the quarter ended September 30, 2011.

The Company has commenced the development of an IFRS implementation plan to prepare for this transition, and is in the process of analyzing the key areas where changes to current accounting policies may be required. While an analysis will be required for all accounting policies, the initial key areas of assessment will include:

• Exploration and development expenditures; • Stock-based compensation; • Accounting for income taxes; and • First-time adoption of International Financial Reporting Standards (IFRS 1).

As the analysis of each of the key areas progresses, other elements of the Company’s IFRS implementation plan will also be addressed, including: the implication of changes to accounting policies and processes; financial statement note disclosures on information technology; internal controls; contractual arrangements; and employee and consultants training. The table below summarizes the expected timing of activities related to the Company’s transition to IFRS.

Initial analysis of key areas for which changes to accounting policies may be required Completed

Detailed analysis of all relevant IFRS requirements and identification of areas requiring accounting policy changes or those with accounting policy alternatives

Completed

Assessment of first-time adoption (IFRS 1) requirements and alternatives Completed

Final determination of changes to accounting policies and choices to be made with respect to first-time adoption alternatives

In process, completion expected during first quarter 2012


Resolution of the accounting policy change implications on information technology, internal controls and contractual arrangements

In process, completion expected during first quarter 2012

Management, employee and consultant education and training Throughout the transition process

Quantification of the Financial Statement impact of changes in accounting policies

Throughout first quarter 2012

Impact of Adopting IFRS on the Company’s Business

As part of its analysis of potential changes to significant accounting policies, the Company is assessing what changes may be required to its accounting systems and business processes. The Company believes that the changes identified to date are minimal and the systems and processes can accommodate the necessary changes.

To date, the Company has not identified any contractual arrangements that may be affected by potential changes to significant accounting policies.

The Company's advisers involved in the preparation of the financial statements are being trained on the relevant aspects of IFRS and the anticipated changes to accounting policies.

The Board of Directors and the Audit Committee have been regularly updated on the progress of the IFRS conversion plan, and made aware of the evaluation to date of the key aspects of IFRS affecting the Company.

First-time adoption of IFRS

The adoption of IFRS requires the application of IFRS 1 First-time Adoption of International Financial Reporting Standards (“IFRS 1”), which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS, effective at the end of its first annual IFRS reporting period. However, IFRS 1 also provides certain optional exemptions and mandatory exceptions to this retrospective treatment. The Company has identified the following optional exemptions that it expects apply in its preparation of an opening IFRS statement of financial position as at June 1, 2010, its transition date:

• To apply IFRS 2 Share-based Payments only to equity instruments granted and that had not vested by the transition date.

• To apply IFRS 3 Business Combinations prospectively from the transition date, therefore not restating business combinations that took place prior to the transition date.

• To apply the transition provisions of IFRIC 4 Determining whether an Arrangement Contains a Lease, therefore determining if arrangements existing at the transition date contain a lease based on the circumstances existing at that date.

• To apply IAS 23 Borrowing Costs prospectively from the transition date. IAS 23 requires the capitalization of borrowing costs directly attributable to the acquisition, production or construction of certain assets.

Prior to reporting interim financial statements in accordance with IFRS for the quarter ending September 30, 2011, the Company may decide to apply other optional exemptions contained in IFRS 1.

IFRS 1 does not permit changes to estimates that have been made previously. Accordingly, estimates used in the preparation of the Company’s opening IFRS statement of financial position as at the transition date will be consistent with those made under current Canadian GAAP. If necessary, estimates will be adjusted to reflect any difference in accounting policy.


Impact of Adopting IFRS on the Company’s Financial Statements

The adoption of IFRS will result in some changes to the Company's accounting policies that are applied in the recognition, measurement and disclosure of balances and transactions in its financial statements.

The following provides a summary of the Company's evaluation to date of potential changes to accounting policies in key areas based on the current standards and guidance within IFRS. This is not intended to be a complete list of areas where the adoption of IFRS will require a change in accounting policies, but to highlight the areas the Company has identified as having the most potential for a significant change. The International Accounting Standards Board has a number of ongoing projects, the outcome of which may have an effect on the changes required to the Company’s accounting policies on adoption of IFRS. At the present time, however, the Company is not aware of any significant expected changes prior to its adoption of IFRS that would affect the summary provided below.

1) Exploration and Evaluation Expenditures

Subject to certain conditions, IFRS currently allows an entity to determine an accounting policy that specifies the treatment of costs related to the exploration for and evaluation of mineral properties. Accordingly, the Company could continue with its current policy. The Company may establish an accounting policy to expense, as incurred, all costs relating to exploration and evaluation until such time as it has been determined that a property has economically recoverable reserves.

The application of this policy on the adoption of IFRS will have a significant impact on the Company’s financial statements. On adoption of this policy, the carrying value of the mineral resource properties will be reduced to zero (as at the transition date), with a corresponding adjustment to accumulated deficit. All subsequent exploration and evaluation costs will be expensed as incurred until such time as it has been determined that a property has economically recoverable reserves.

2) Impairment of (Non-financial) Assets

IFRS requires a write down of assets if the higher of the fair market value and the value in use of a group of assets is less than its carrying value. Value in use is determined using discounted estimated future cash flows. Current Canadian GAAP requires a write down to estimated fair value only if the undiscounted estimated future cash flows of a group of assets are less than its carrying value.

The Company's accounting policies related to impairment of non-financial assets will be changed to reflect these differences. However, the Company does not expect that this change will have an immediate impact on the carrying value of its assets. The Company will perform impairment assessments in accordance with IFRS at the transition date.

3) Share-based Payments

In certain circumstances, IFRS requires a different measurement of stock-based compensation related to stock options than current Canadian GAAP.

The Company does not expect any changes to its accounting policies related to share-based payments that would result in a significant change to line items within its financial statements.

4) Asset Retirement Obligations (Decommissioning Liabilities)

IFRS requires the recognition of a decommissioning liability for legal or constructive obligations, while current Canadian GAAP only requires the recognition of such liabilities for legal obligations. A constructive obligation exists when an entity has created reasonable expectations that it will take certain actions.

The Company's accounting policies related to decommissioning liabilities will be changed to reflect these differences. However, the Company does not expect this change will have an immediate impact on the carrying value of its assets.


5) Property and Equipment

IFRS contains different guidance related to recognition and measurement of property and equipment than current Canadian GAAP.

The Company does not expect any changes to its accounting policies related to property and equipment that would result in a significant change to line items within its financial statements.

6) Income Taxes

In certain circumstances, IFRS contains different requirements related to recognition and measurement of future (deferred) income taxes.

The Company does not expect any changes to its accounting policies related to income taxes that would result in a significant change to line items within its financial statements.

FINANCIAL INSTRUMENTS

The Company’s activities expose it to a variety of financial risks: liquidity risk, market risk (including interest rate, foreign exchange rate and price risk) and credit risk.

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

(a) Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing activities and interest income earned on its cash and marketable securities. As at June 30, 2011, the Company has cash and marketable securities of $446,545 (June 30, 2010 - $172,808) to settle current liabilities of $367,810 (June 30, 2010 - $349,041). Interest-bearing instruments in cash and short-term investments are held by two Canadian chartered banks. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.

All of the Company's financial liabilities, except the accrual for flow-through investors of $127,881, have contractual maturities of less than 30 days and are subject to normal trade terms.

(b) Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates and equity prices. In the normal course of business, the Company is exposed to market risks as a result of its investment in publicly-traded companies. During periods of significant broader market volatility or volatility experienced by the resource/commodity markets, the value of the Company’s investment portfolio can be vulnerable to market fluctuations. Sensitivity to a plus or minus 1% change in the market value of the marketable securities would affect other comprehensive income (loss) by approximately $580.

(c) Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal. The Company does not hold balances in foreign currencies to give rise to exposure to foreign exchange risk.

Interest rate risk is the impact that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In the normal course of business, the Company is exposed to interest rate fluctuations as a result of cash and short-term investments being invested in interest- bearing instruments. Cash and short-term investments include guaranteed investment certificates at call which have variable interest rates. Sensitivity to a plus or minus 1% change in interest rates would affect net loss by approximately $3,900.


(d) Credit risk is the risk of loss associated with a counter-party’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, short-term investments and sundry receivables. The Company has no significant concentration of credit risk arising from operations. Cash and short-term investments are held with the Royal Bank of Canada, from which management believes the risk of loss to be minimal. Sundry receivables consist of goods and services tax due from the Federal Government of Canada. Management believes that the credit risk concentration with respect to sundry receivables is minimal. Sundry receivables are in good standing as of June 30, 2011.

(e) Fair value

As at June 30, 2011, the carrying and fair value amounts of the Company's financial instruments are approximately equivalent. The Company’s financial instruments measured at fair value, namely cash and marketable securities, are classified as Level 1 within the fair value hierarchy.

CAPITAL MANAGEMENT

When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of its mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management team to sustain the future development of the business. The Company considers its capital to be equity, which is comprised of capital stock, share purchase warrants, broker compensation warrants, contributed surplus and deficit.

The properties in which the Company currently has an interest are in the exploration stage. As such the Company is dependent on external financing to fund its activities. In order to carry out its planned exploration programs and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts when economic conditions permit it to do so.

Management has chosen to mitigate the risk and uncertainty associated with raising additional capital in current economic conditions by:

(i) maintaining a liquidity cushion in order to address any potential disruptions or industry downturns; (ii) minimizing discretionary disbursements; (iii) reducing or eliminating exploration expenditures that are of limited strategic value; and (iv) exploring alternative sources of liquidity.

In light of the above, the Company will continue to assess new properties and seek to acquire an interest in additional properties if the Company believes there is sufficient potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate.

The Company is not subject to any capital requirements imposed by a regulator or lending institution. The Company expects that its current capital resources are sufficient to discharge its liabilities as at June 30, 2011. The Company will, in all likelihood, raise capital by public or private placements in fiscal 2012.

During the quarter ended December 31, 2010, 4,000,000 of the Company's warrants with an expiry date of November 12, 2010 were exercised for gross proceeds of $400,000. The remaining 1,000,000 warrants expired unexercised. In addition, 500,000 options exercisable at $0.15 expired on November 10, 2010.


Share Capital

As of the date of this MD&A, the Company had 68,826,713 issued and outstanding common shares. There are no share purchase warrants outstanding for the Company at the date of this MD&A.

Stock options outstanding for the Company at the date of this MD&A were as follows:

Options Granted

Exercisable Options Exercise Price Expiry Date

# # $ 1,875,000 1,875,000 0.15 January 26, 2012

50,000 37,500 0.20 July 28, 2012 100,000 75,000 0.10 July 28, 2012

1,200,000 1,200,000 0.15 December 20, 2012 200,000 200,000 0.10 January 6, 2014 398,334 398,334 0.10 January 6, 2014 100,000 100,000 0.20 January 6, 2014 951,666 713,750 0.10 March 22, 2015

4,875,000 4,599,584

Risks and Uncertainties

An investment in the securities of the Company is highly speculative and involves numerous and significant risks and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors described below.

• Development Stage Company and Exploration RisksThe Company is a junior resource company focused primarily on the acquisition and exploration of mineral properties located in Canada. The properties of the Company have no established reserves. There is no assurance that any of the projects can be mined profitably. Accordingly, it is not assured that the Company will realize any profits in the short to medium term, if at all. Any profitability in the future from the business of the Company will be dependent upon developing and commercially mining an economic deposit of minerals, which in itself is subject to numerous risk factors. The exploration and development of mineral deposits involve a high degree of financial risk over a significant period of time that even a combination of management’s careful evaluation, experience and knowledge may not eliminate. While discovery of ore-bearing structures may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration, development and production programs of the Company will result in profitable commercial mining operations. The profitability of the Company’s operations will be, in part, directly related to the cost and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves that are sufficient to commercially mine some of the Company’s properties and to construct complete and install mining and processing facilities on those properties that are actually mined and developed.

• No History of ProfitabilityThe Company is a development stage company with no history of profitability. There can be no assurance that the operations of the Company will be profitable in the future. The Company has limited financial resources and will require additional financing to further explore, develop, acquire, retain and engage in commercial production on its property interests and, if financing is unavailable for any reason, the Company may become unable to acquire and retain its mineral concessions and carry out its business plan.

• Government RegulationsThe Company's exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards. In order for the Company to carry out its mining activities, its exploitation licences must be kept current. There is no guarantee that the Company's exploitation licences will be extended or that new exploitation licences will be granted. In addition, such exploitation licences could be changed and there can be no assurances that any application to renew any existing licences will be approved. The Company may be required to contribute to the cost of providing the required


infrastructure to facilitate the development of its properties. The Company will also have to obtain and comply with permits and licences that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Company will be able to comply with any such conditions.

• Market Fluctuation and Commercial QuantitiesThe market for minerals is influenced by many factors beyond the control of the Company such as changing production costs, the supply and demand for minerals, the rate of inflation, the inventory of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency availability and exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. The metals industry in general is intensely competitive and there is no assurance that, even if commercial quantities and qualities of metals are discovered, a market will exist for the profitable sale of such metals. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond the Company’s control including particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure and the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, as well as environmental protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability so that any adverse combination of such factors may result in the Company not receiving an adequate return on invested capital.

• Mining Risks and InsuranceThe Company is subject to risks normally encountered in the mining industry, such as unusual or unexpected geological formations, cave-ins or flooding. The Company may become subject to liability for pollution, damage to life or property and other hazards of mineral exploration against which it or the operator if its exploration programs cannot insure or against which it or such operator may elect not to insure because of high premium costs or other reasons. Payment of such liabilities would reduce funds available for acquisition of mineral prospects or exploration and development and would have a material adverse effect on the financial position of the Company.

• Environmental ProtectionThe mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect the Company or require it to expend significant funds.

• Capital InvestmentThe ability of the Company to continue exploration and development of its property interests will be dependent upon its ability to raise significant additional financing. There is no assurance that adequate financing will be available to the Company or that the terms of such financing will be favourable. Should the Company not be able to obtain such financing, its properties may be lost entirely.

• Conflicts of InterestCertain of the directors and officers of the Company may also serve as directors and officers of other companies involved in base and precious metal exploration and development and consequently, the possibility of conflict exists. Any decisions made by such directors involving the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matters in which they may have a conflict of interest.

• Current Global Financial ConditionsCurrent global financial conditions have been characterized by increased volatility, declining liquidity and the exit of a number of traditional investors from public markets. Access to public financing has been made more challenging by a global contraction of commercial and consumer credit markets. The ensuing decline in consumption has led to a marked erosion of investor confidence and risk tolerance. A major consequence/contributor to these factors may be seen in the unparalleled number of established financial institutions facing involuntary corporate reorganization, insolvency, bankruptcy and/or governmental intervention. While the most sensational of the corporate casualties have occurred in the United States, the global nature of today’s economic reality has left no interrelated public market unscathed. These factors may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to the Company or at all. Any or all of these economic factors, as well as other factors


not specifically identified herein, may cause a decline in asset values that could be deemed to be other than temporary, resulting in impairment losses. If such conditions continue, the Company’s operations could be negatively impacted, and the trading price of its common shares may be adversely affected.

Securities of mining and mineral exploration companies, including the common shares of the Company, have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also significantly affected by short-term changes in commodity prices, base and precious metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Company does business.

DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the audited annual financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the audited annual financial statements and (ii) the audited annual financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the years presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-1 09 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in the Management Discussion and Analysis. A copy of this report will be provided to anyone who requests it.

OTHER MATTERSAdditional information relating to the Company can be found on SEDAR at www.sedar.com and the Company’s website at www.canstarresources.com .


CANSTAR RESOURCES INC.

(A Development Stage Enterprise)

FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010


CANSTAR RESOURCES INC (A Development Stage Enterprise)

FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010

INDEX PAGE

Independent Auditors’ Report 23

Balance Sheets 24

Statements of Operations and Deficit 25

Statements of Comprehensive Loss 26

Statements of Accumulated Other Comprehensive Loss 26

Statements of Cash Flows 27

Statements of Interest in Mineral Properties and Deferred Exploration Expenditures 28

Notes to the Financial Statements 29 - 44


Independent Auditors’ Report

To the Shareholders of Canstar Resources Inc. (A Development Stage Enterprise)

Report on the Financial Statements

We have audited the accompanying financial statements of Canstar Resources Inc. (the “Company”), which comprise the balance sheets as at June 30, 2011 and 2010, and the statements of operations and deficit, comprehensive loss, accumulated other comprehensive loss, cash flows, and interest in mineral properties and deferred exploration expenditures for the years then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Canstar Resources Inc. as at June 30, 2011 and 2010 and its results of operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1 in the financial statements which describes uncertainty upon Canstar Resources Inc.’s ability to continue as a going concern.

Signed: “MSCM LLP”

Chartered Accountants Licensed Public Accountants

Toronto, Ontario October 26, 2011


Independent Auditors’ Report

To the Shareholders of Canstar Resources Inc. (A Development Stage Enterprise)

Report on the Financial Statements

We have audited the accompanying financial statements of Canstar Resources Inc. (the “Company”), which comprise the balance sheets as at June 30, 2011 and 2010, and the statements of operations and deficit, comprehensive loss, accumulated other comprehensive loss, cash flows, and interest in mineral properties and deferred exploration expenditures for the years then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Canstar Resources Inc. as at June 30, 2011 and 2010 and its results of operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1 in the financial statements which describes uncertainty upon Canstar Resources Inc.’s ability to continue as a going concern.

Signed: “MSCM LLP”

Chartered Accountants Licensed Public Accountants

Toronto, Ontario October 26, 2011


CANSTAR RESOURCES INC. (A Development Stage Enterprise) BALANCE SHEETS AS AT JUNE 30

2011 $

2010 $

ASSETS CURRENT

Cash 389,045 172,808

Amounts receivable and prepaid expenses 21,623 10,600

Marketable securities (Note 5(b)(ii)) 57,500 -

468,168 183,408

EQUIPMENT (Note 4) 899 1,124

INTEREST IN MINERAL PROPERTIES AND DEFERRED

EXPLORATION EXPENDITURES (Notes 5, 9 and Statement) 766,457 888,964

1,235,524 1,073,496

LIABILITIES

CURRENT

Accounts payable and accrued liabilities (Notes 9 and 10(b)) 367,810 349,041

SHAREHOLDERS’ EQUITY

CAPITAL STOCK (Note 6(b)) 7,337,919 6,897,919

WARRANTS (Note 6(d)) - 50,000

CONTRIBUTED SURPLUS (Note 7) 2,150,117 2,096,117

9,488,036 9,044,036

ACCUMULATED OTHER COMPREHENSIVE LOSS (37,500) -

DEFICIT (8,582,822) (8,319,581)

(8,620,322) (8,319,581)

867,714 724,455

1,235,524 1,073,496

NATURE OF OPERATIONS AND GOING CONCERN (Note 1) COMMITMENTS AND CONTINGENCIES (Note 10) APPROVED ON BEHALF OF THE BOARD: Signed “W. Deluce” , Director Signed “J. E. Hurley” , Director


CANSTAR RESOURCES INC. (A Development Stage Enterprise) STATEMENTS OF OPERATIONS AND DEFICIT FOR THE YEARS ENDED JUNE 30,

2011 $

2010 $

OPERATING EXPENSES

Stock-based compensation (Notes 6(c) and 7) 44,000 69,083

Interest and bank charges 108 74

Transfer agent and filing fees 27,984 30,414

Professional fees (Note 9) 62,324 60,853

General and office expenses 5,720 1,518

Shareholder information 9,094 8,917

Amortization 225 199

Rent (Note 9) 3,500 6,000

Travel - 1,159

152,955 178,217

Loss before the under-noted (152,955) (178,217)

Write-off of interest in mineral properties (Notes 5 (a) and (c)) (205,286) -

Other income (Note 5(b)(ii)) 95,000

Loss on marketable securities (Note 9) - (25,000)

NET LOSS FOR THE YEAR (263,241) (203,217)

DEFICIT, beginning of year (8,319,581) (8,116,364)

DEFICIT, end of year (8,582,822) (8,319,581)

NET LOSS PER SHARE – Basic and diluted 0.00 0.00

WEIGHTED AVERAGE NUMBER OF SHARES 67,347,261 64,826,713


CANSTAR RESOURCES INC. (A Development Stage Enterprise) STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEARS ENDED JUNE 30,

2011

$ 2010

$

Net loss for the year (263,241) (203,217)

Other comprehensive loss (Note 5(b)(ii)) (37,500) -

Comprehensive loss for the year (300,741) (203,217)

CANSTAR RESOURCES INC. (A Development Stage Enterprise) STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS FOR THE YEARS ENDED JUNE 30,

2011

$ 2010

$

Accumulated other comprehensive loss at beginning of year - - Unrealized loss on marketable securities, net of future income

tax recovery of $4,690 (2010 - $Nil) 32,810 -

Valuation allowance 4,690 -

Accumulated other comprehensive loss at end of year 37,500 -


CANSTAR RESOURCES INC. (A Development Stage Enterprise) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30,

2011 $

2010 $

CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the year (263,241) (203,217) Charges not involving cash: Stock-based compensation cost 44,000 69,083 Marketable securities received for property option (95,000) - Write-off of interest in mineral properties 205,286 - Loss on short-term investment - 25,000 Amortization 225 199 (108,730) (108,935) Changes in non-cash working capital balances: (Increase) decrease in amounts receivable and prepaid expenses (11,023) 19,012 (Decrease) in accounts payable and accrued liabilities (1,984) (34,523) Cash flows (used in) operating activities (121,737) (124,446) CASH FLOWS FROM FINANCING ACTIVITIES Exercise of warrants 400,000 - Cash flows from financing activities 400,000 - CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of marketable securities - 50,000

Inter Interest in mineral properties and deferred exploration expenditures (62,026) (7,465) Property option proceeds received - 25,000 Cash flows (used in) from investing activities (62,026) 67,535 Increase (decrease) in cash 216,237 (56,911) Cash, beginning of year 172,808 229,719 Cash, end of year 389,045 172,808

SUPPLEMENTAL INFORMATION

Interest paid - - Change in accrued mineral property and deferred exploration expenditures 20,753 52,690


CANSTAR RESOURCES INC. (A Development Stage Enterprise) STATEMENTS OF INTEREST IN MINERAL PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Slate Bay Property

$

Mary March Properties

$

McFauld’s Lake

$ Total

$

PROPERTY ACQUISITION COSTS Balance, June 30, 2009 62,234 66,284 - 128,518Option proceeds received - (25,000) - (25,000)

Balance, June 30, 2010 62,234 41,284 - 103,518Written down (62,234) - - (62,234)

Balance, June 30, 2011 - 41,284 - 41,284

DEFERRED EXPLORATION COSTS Balance, June 30, 2009 137,766 584,800 2,725 725,291Incurred 2,561 57,594 - 60,155

Balance, June 30, 2010 140,327 642,394 2,725 785,446Incurred - 82,779 - 82,779Written down (140,327) - (2,725) (143,052)

Balance, June 30, 2011 - 725,173 - 725,173

Total, June 30, 2011 - 766,457 - 766,457


CANSTAR RESOURCES INC. (A Development Stage Enterprise) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2011 AND 2010

1. NATURE OF OPERATIONS AND GOING CONCERN

Canstar Resources Inc. (the "Company" or “Canstar”) is in the development stage as defined by the Canadian Institute of Chartered Accountants (“CICA”) Accounting Guideline 11 “Enterprises in the Development Stage”, as it is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of the carrying values of mineral properties is dependent upon the discovery of economically recoverable reserves, the preservation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing necessary to complete development of the properties, and the future profitable production therefrom; or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Although the Company has taken steps to verify title to the properties on which it is conducting exploration and 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 and non-compliance with regulatory requirements. As at June 30, 2011, the Company had a deficit of $8,582,822 and working capital of $100,358. The Company's ability to continue operations and fund its future exploration property expenditures is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Because of this uncertainty there is some doubt about the ability of the Company to continue as a going concern. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles and their basis of application is consistent with that of the previous year. Outlined below are those policies considered particularly significant. Marketable Securities

Securities which are traded on a recognized exchange and for which no sales restrictions apply are recorded at fair values based on quoted closing prices at the balance sheet date or the closing price on the last day the security traded if there were no trades at the balance sheet date.

Equipment and Amortization

Equipment is stated at acquisition cost. Amortization is provided over the assets' estimated useful lives at the following rates: Office and field equipment 20% Declining balance

When events or circumstances indicate potential impairment, long-lived assets such as equipment are written-down to fair value if the net carrying amount of the asset exceeds the net recoverable amount, calculated as the sum of the undiscounted cash flows related to the asset.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest in Mineral Properties and Deferred Exploration Expenditures Interest in mineral properties and deferred exploration expenditures are carried at cost until they are brought into production, at which time they are depleted on a unit-of–production method based on proven and probable reserves. If a property is determined to be significantly impaired in value, the property and related deferred costs are written down to their fair value. Other general exploration expenses are charged to operations as incurred. The cost of mineral properties abandoned or sold and their related deferred exploration costs are charged to operations in the current year.

The Company reviews its mineral properties on an annual basis to determine if events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The recoverability of costs incurred on the mineral properties is dependent upon numerous factors including exploration results, environmental risks, commodity risks, political risks, and the Company’s ability to attain profitable production. It is reasonably possible, based on existing knowledge, that changes in future conditions in the near-term could require a change in the determination of the need for and amount of any write-down.

Costs include the cash consideration and the fair market value of the shares issued for the acquisition of mineral properties. The carrying value is reduced by option proceeds received until such time as the property cost and deferred expenditures are reduced to nominal amounts. Any excess is classified as other income. Properties acquired under option agreements or by joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at the time of payment.

Asset Retirement Obligations

The fair values of asset retirement obligations are recorded as liabilities on a discounted basis when they are incurred. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets. The Company did not have any significant asset retirement obligations as at June 30, 2011 and 2010.

Flow-Through Financing

The Company has financed a portion of its exploration activities through the issue of flow-through shares and warrants, which transfer the tax deductibility of exploration expenditures to the investor. Proceeds received on the issue of such shares and warrants have been credited to capital stock and the related exploration costs have been charged to interest in mineral properties and deferred exploration expenditures.

Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. When these expenditures are renounced, temporary taxable differences created by the renunciation will reduce share capital. The Company indemnifies the subscribers of flow-through shares from any tax consequences arising from the failure of the Company to meet its commitments under the flow-through subscription agreements.

Loss Per Share

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants. As the Company had a loss in each of the years presented, basic and diluted loss per share are the same, as the exercise of all options and warrants would be anti-dilutive.




Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and the income tax bases of assets and liabilities, and are measured using the enacted or substantively enacted income tax rates and laws that are expected to be in effect when the temporary differences are expected to reverse. The effect on future income tax assets and liabilities of a change in income tax rates is recognized in operations in the period that includes the date of enactment or substantive enactment of the change. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken.

Stock-based Compensation

The Company records compensation cost based on the fair value method of accounting for stock- based compensation. The fair value of stock options is determined using the Black-Scholes option pricing model and is recognized over the vesting period as compensation expense and contributed surplus. When options are exercised, the proceeds received, together with any related amount in contributed surplus are credited to capital stock. The Company’s stock option plan is described in Note 6(c).

Measurement Uncertainty

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the related reported amounts of revenue and expense during the reporting period. The most significant estimates and assumptions include the determination of any impairment of the mineral properties, valuation of future tax assets and liabilities, stock-based compensation and contingent liabilities. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

Financial Instruments

Financial assets and liabilities, including derivative instruments, are initially recognized and subsequently measured based on their classification as "held-for-trading", "available-for-sale", "held-to-maturity", "loans and receivables", or "other" financial liabilities. Held-for-trading financial instruments are measured at their fair value with changes in fair value recognized in operations for the period. Available-for-sale financial assets are measured at their fair value and changes in fair value are included in other comprehensive loss until the asset is removed from the balance sheet. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest rate method. Derivative instruments, including embedded derivatives, are measured at their fair value with changes in fair value recognized in operations for the period, unless the instrument is a cash flow hedge and hedge accounting is applied, in which case changes in fair value are recognized in other comprehensive loss. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either

directly or indirectly; and Level 3 - Inputs for assets or liabilities that are not based on observable market data.

The Company’s financial instruments measured at fair value, namely cash and marketable securities, are classified as Level 1 within the fair value hierarchy.




Future Accounting Changes

(i) International Financial Reporting Standards (“IFRS”) In February 2008, the CICA Accounting Standards Board confirmed that the use of IFRS will be required for publicly accountable enterprises, effective for the interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company will adopt IFRS for its fiscal year beginning July 1, 2011. The transition from current Canadian GAAP to IFRS is a significant undertaking that may materially affect the Company’s financial statements. Comparative figures will also be restated. The Company is in the final stages of assessing the impact of adopting IFRS.



3. CAPITAL MANAGEMENT

The Company considers its capital structure to consist of shareholders' equity. When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of its mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management team to sustain the future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration program and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts when economic conditions permit it to do so. Management has chosen to mitigate the risk and uncertainty associated with raising additional capital within current economic conditions by:

i) minimizing discretionary disbursements; ii) reducing or eliminating exploration expenditures which are of limited strategic value; iii) exploring alternate sources of liquidity.

In light of the above, the Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during year ended June 30, 2011. The Company is not subject to externally imposed capital requirements.

4. EQUIPMENT

2011

Cost

$

Accumulated Amortization

$

Net 2011

$ Office and field equipment 8,261 7,362 899

2010

Cost

$

Accumulated Amortization

$

Net 2010

$ Office and field equipment 8,261 7,137 1,124



5. INTEREST IN MINERAL PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

The Company has interests in mineral properties in the Madoc, Adrian, and McDonough Townships in Ontario, Canada, the Buchans area of central Newfoundland, Canada, and near the village of Riversdale, Nova Scotia, Canada. a) Slate Bay Property During the year ended January 31, 2003, the Company entered into an agreement with Luxor Explorations Inc. (“Luxor”) whereby it could earn a 75% interest in Luxor’s Slate Bay Property. The Slate Bay Property consists of eight patented mining claims in southern McDonough Township, Ontario within the Red Lake gold camp. The Company acquired the right to earn its interest by issuing 30,000 common shares to Luxor and by paying back taxes owed of approximately $18,000. The Company maintained its option by issuing an additional 90,000 common shares and spending an aggregate of $150,000 on the property over a three-year period. The Company had to pay all property taxes during the earn-in period required to keep the property in good standing. Upon having vested its interest, a joint venture was formed with the Company acting as manager, to further explore and develop the property. During the year ended June 30, 2005, the Company negotiated a one-year extension to the agreement with Luxor. In exchange for the one-year extension, the Company issued Luxor a further 90,000 common shares of the Company valued at $19,800. Upon completion of a drilling program in November 2005, the Company met all of the expenditure requirements to earn its 75% interest in the property and has advised Luxor that it wishes to establish a joint venture to further explore and develop the property. Under the terms of the agreement, the Company will act as manager of the joint venture. The Company has attempted to joint venture this property without success. Accordingly, the property has been written off ($202,561) although the Company still retains its interest.

b) Mary March Properties

(i) Phelps Joint Venture The Company holds an Option and Joint Venture Agreement with Phelps Dodge Mining Co. (“Phelps”) whereby it can earn a fifty percent interest in the Mary March property located at Buchans Junction in central Newfoundland. The remaining 50% interest in the property is held by Xstrata. The Company has a first right of refusal on Xstrata’s 50% interest, should they wish to sell.

The property consists of 18 staked claims, 2 licenses, 1 lease and 2 patented lots aggregating 4.5 sq km (1,616 ha). The Company can earn its 50% interest in the property by delivering 100,000 common shares of the Company to Phelps and spending $755,000. Phelps would be granted warrants for a further 100,000 shares of Canstar exercisable for a period not to exceed two years. These warrants could be exercised at a price of $0.50 per share. Should the Joint Venture thus established proceed to production, the Company would make a onetime cash payment to Phelps of $2 million within six months of the commencement of commercial production. Canstar’s share of production would be subject to a one percent (1%) Net Smelter Return Royalty payable to Phelps.



5. INTEREST IN MINERAL PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

b) Mary March Properties (Continued)

(i) Phelps Joint Venture (Continued) Title to the core discovery areas of the Mary March Property is currently being contested. In September and October 2000, Vinland Resources Limited (“Vinland"), a privately held Newfoundland company filed applications with the Mineral Claims Recorder for the Government of Newfoundland and Labrador (the “Mineral Claims Recorder”) seeking Map Staking Licenses over the core Mary March discovery areas. On the basis of evidence demonstrating that the lands in question were not open for staking, the applications were rejected by the Mineral Claims Recorder. On December 20, 2000, the party in question filed a grievance with the Mineral Rights Adjudication Board (the “Board”), asking that the Mineral Claims Recorder’s decision be overturned. In a ruling handed down December 17, 2003, the Board ruled against the Province and titleholders. On January 8, 2004, the Province filed an appeal on behalf of the Mineral Claims Recorder before the Supreme Court of Newfoundland and Labrador, Trial Division. The Supreme Court hearing on the matter commenced on January 23, 2006 and concluded on January 27, 2006. On July 26, 2006, the Supreme Court of Newfoundland and Labrador set aside the decision of the Mineral Rights Adjudication Board and referred the matter back to a re-hearing.

Following an appeal by Vinland of this ruling, The Mineral Claims Recorder, in conjunction with Canstar-Phelps Dodge and Xstrata filed a cross appeal to overturn the decision by Newfoundland and Labrador Supreme Court. The cross appeal asks that the dispute be finally settled during the appeal, as the matter rests on points of law which are best decided by the courts.

The appeal and cross appeal hearing were heard on October 16 and 17, 2007 however, an additional day was required and the hearing was completed on November 9, 2007. The Judges reserved decision. The court of appeal met with both sides on January 24, 2008 to clarify some of the evidence given during the hearing held between October 16 and November 9, 2007. A decision was handed down on February 18, 2008 dismissing Vinland’s appeal and Canstar-Xstrata-Phelps’ cross appeal. The decision upheld the Supreme Court of Newfoundland’s ruling overturning the Mineral Right’s Board decision, favouring Vinland, and called for a re-hearing. The Supreme Court ruling favours the Company, as does the Appeal Courts decision. The second adjudication hearing ended on January 25, 2009 and final summations were completed on May 29, 2009.

On October 23, 2009, the Mineral Rights Adjudication Board of the Province of Newfoundland and Labrador unanimously rejected the grievance filed by Vinland. This grievance had been filed after the Mineral Claims Recorder for the Government of Newfoundland and Labrador refused to issue a licence to Vinland for lands in which Canstar holds rights. Vinland had claimed that the areas in question had been excluded from lands taken by the Anglo-Newfoundland Development Company Limited pursuant to legislation in 1905, and on that basis had been open for staking. In its 55 page ruling, the Board upheld the position taken by the Mineral Claims Recorder and Canstar, following a careful review of the evidence it had heard.

On November 20, 2009, Vinland filed a Notice of Appeal with the Newfoundland and Labrador Supreme Court (Trial Division) to the October 23, 2009 decision of the Mineral Rights Adjudication Board.

Vinland filed an Appeals Book on January 18, 2010 and Factum on February 19, 2010, pursuant to their appeal against the decision by the Newfoundland and Labrador Mineral Rights Adjudication Board. The Appeals Book refers to a formal record of all previously filed documents in the dispute between Vinland and The Mineral Recorder's office. The Factum sets out the specific terms of the appeal.




b) Mary March Properties (Continued) (i) Phelps Joint Venture (Continued) On March 24, 2010, Canstar filed a Factum in response to the Factum filed by Vinland on February 19, 2010. On October 6, 2011, the appeal brought by Vinland against the decision of the Newfoundland and Labrador Mineral Rights Adjudication Board was dismissed with costs awarded against Vinland. However, the Company was also advised that it is possible for Vinland to appeal this decision to the Newfoundland Court of Appeal, and from there, the Supreme Court of Canada. (ii) XMET Option On February 16, 2010, Canstar signed a Mining Option Agreement ("MOA") with On-Strike Gold Inc., a private company (now XMET Inc. – a TSX-V Company) (“XMET”), to explore Canstar's 100% owned mineral claims, adjacent to Canstar's Mary March property. These claims are not involved in the Mary March property dispute between the Mining Recorder's office and Vinland or part of Phelps Agreement. The property is located immediately west and north of the Mary March property and may cover the extension of the geological horizon hosting the Mary March base and precious metal mineralization. The MOA with Canstar allows XMET to earn a 50% interest in the claims on the following terms: • On signing the MOA, XMET will pay Canstar $25,000 (paid) and issue 500,000 shares (issued and valued at $95,000) of XMET to Canstar.

• On or before the first anniversary, XMET will pay $50,000 in cash to Canstar (not paid). • On or before the second anniversary, XMET will pay $100,000 in cash to Canstar. • XMET will incur exploration expenditures on the claims as follows:

- In the first year - $100,000 - In the second year - $250,000 - In the third year - $500,000

Upon earning a 50% interest, XMET would have entered into an industry standard 50/50 joint venture agreement with Canstar on the claims. The 500,000 shares of XMET had a fair value of $57,500 as at June 30, 2011 resulting in a comprehensive loss of $37,500 for the year ended June 30, 2011. On May 30, 2011, XMET advised the Company that they had completed two drill holes on the property and decided to discontinue the option agreement.




c) McFaulds Lake Properties (i) McFaulds One During the year ended January 31, 2004, the Company acquired a 100% interest, by staking, in 32 contiguous claim units located in the McFaulds Lake area of the James Bay Lowlands, Northern Ontario. (ii) McFaulds Three In September 2004, an Option and Joint Venture Agreement was signed with Geocanex Ltd. ("Geocanex") of Toronto, whereby the Company could earn an undivided fifty percent (50%) interest in seven claims totaling 1,504 hectares that comprise the McFaulds Lake Three property. To earn its fifty percent (50%) interest, the Company was required to:

a) Spend $50,000 in Year One of the Agreement (paid), $100,000 in Year Two (paid), and a further $100,000 in Year Four (no longer payable), for a total of $250,000;

b) Issue 500,000 shares - 250,000 on signing (issued) and 250,000 (issued) at the first anniversary date of the agreement.

In addition to the above commitments, if having earned its fifty percent (50%), the Company would then have made a one-time cash payment of $25,000 to Geocanex. A fifty percent (50%) Canstar / fifty percent (50%) Geocanex Joint Venture would then have been established along standard industry norms, including provision for dilution whereby a delinquent partner would convert to a two percent (2%) Net Smelter Return Royalty. Subsequently, four of the claims were allowed to lapse by mutual consent of the Company and Geocanex, with the three remaining claims, representing 38 contiguous units, remaining under the agreement. A director of the Company is the principal shareholder of Geocanex. In fiscal 2006, both McFaulds properties were written off due to disappointing exploration results. In fiscal 2008, the Company entered into an option agreement with United Reef Ltd. (“United Reef”) and Geocanex covering the McFaulds One and Three properties. The agreement allows United Reef and the Company to each earn a 50% interest in the properties. Geocanex has waived the one time $25,000 payment and approximately $100,000 in expenditures that were remaining to be paid as per the agreement entered into in September 2004. The Company received a cash payment of $50,000 and 2,500,000 United Reef common shares (valued at $200,000) from United Reef. United Reef was required to incur exploration expenditures of $150,000 on the properties before December 31, 2008. The Company will maintain a 0.5% net smelter royalty on the properties, 0.25% of which can be purchased by United Reef for $250,000. After substantial completion of its earn-in requirements, it was agreed that United Reef would vest, on a pro-rata basis, an interest in the property calculated using the value of all payments and work expenditures it made during the agreement. United Reef has now vested a 45% interest in the McFauld’s properties. Canstar maintains the remaining 55% interest. The Company has no immediate plans to explore the McFaulds properties. Accordingly, deferred exploration costs relating to the property have been written off ($2,275) although the Company still retains its interest.



6. CAPITAL STOCK, OPTIONS AND WARRANTS

The capital stock is as follows:

a) Authorized Unlimited number of common shares

b) Issued 68,826,713 common shares Summary of changes in capital stock:

Common shares

Common Shares #

Amount $

Balance, June 30, 2009 and 2010 64,826,713 6,897,919 Exercise of warrants 4,000,000 400,000 Exercise of warrants – valuation allocation - 40,000 Balance, June 30, 2011 68,826,713 7,337,919

c) Stock Options The Company has granted options for the purchase of common shares to its directors, officers, and consultants. The aggregate number of common shares which may be issued under the stock option plan is 9,030,000. The options are non-assignable and may be granted for a term not exceeding five years. The exercise price of the options is fixed by the board of directors of the Company at the time of grant at the market price of the common shares, subject to all applicable regulatory requirements. As at June 30, 2011, the following stock options were outstanding:

Options Granted

Exercisable Options Exercise Price Expiry Date

# # $

1,875,000 1,875,000 0.15 January 26, 2012 50,000 37,500 0.20 July 28, 2012

100,000 75,000 0.10 July 28, 2012 1,200,000 1,200,000 0.15 December 20, 2012

200,000 200,000 0.10 January 6, 2014 398,334 398,334 0.10 January 6, 2014 100,000 100,000 0.20 January 6, 2014 951,666 713,750 0.10 March 22, 2015

4,875,000 4,599,584

The weighted average exercise price of the options granted and exercisable as at June 30, 2011 is $0.13 and $0.14, respectively. The weighted average remaining contractual life of options granted and exercisable as at June 30, 2011 is 1.71 years and 1.61 years, respectively.



6. CAPITAL STOCK, OPTIONS AND WARRANTS (Continued)

c) Stock Options (Continued)

A summary of changes in stock options is as follows:

Number of Options

#

Weighted Average Exercise Price

$ Balance, June 30, 2009 5,225,000 0.17 Granted 1,101,666 0.10 Expired (951,666) (0.30) Balance, June 30, 2010 5,375,000 0.14 Expired (500,000) (0.15)

Balance, June 30, 2011 4,875,000 0.13

During the year ended June 30, 2010, the Company granted 1,101,666 stock options valued at $95,997 to directors, officers and consultants of the Company. Each stock option allows the holder to acquire one common share of the Company at a weighted average exercise price of $0.10 per common share until July 28, 2012 (150,000 stock options) and March 22, 2015 (951,666 stock options). The stock options vest as to 25% on the date of grant and 25% after each of six, twelve and eighteen months after the date of grant. The fair value of these options at the date of grant was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0%; risk-free interest rate of 2.69%; expected life of 4.66 years; and expected volatility of 164%.

d) Share Purchase Warrants

A summary of the changes in stock warrants is as follows:

Number of Warrants

#

Weighted Average Exercise Price

$ Value

$ Balance, June 30, 2009 and 2010 5,000,000 0.10 50,000 Exercised (4,000,000) (0.10) (40,000) Expired (1,000,000) (0.10) (10,000) Balance, June 30, 2011 - - -



7. CONTRIBUTED SURPLUS

A summary of the changes in contributed surplus during the year is as follows:

Amount

$

Balance, June 30, 2009 2,027,034 Stock-based compensation 69,083 Balance, June 30, 2010 2,096,117 Stock-based compensation 44,000 Expiry of warrants 10,000

Balance, June 30, 2011 2,150,117

8. INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes. a) Provision for Income Taxes

2011

$ 2010

$ (Loss) before taxes (263,241) (203,217) Basic income tax rate 29.6% 32.5% Expected income tax recovery based on statutory rate (77,900) (66,000) Adjustments resulting from: Stock-based compensation 13,000 22,500 Expiry of losses 11,800 11,800 Tax rate changes and other adjustments 118,100 162,700 Decrease in valuation allowance (65,000) (131,000) Income tax (recovery) - -

b) Future Tax Balances The tax effects of temporary differences that give rise to future income tax assets and future income tax liabilities are as follows:

2011

$ 2010

$

Future income tax assets Non-capital losses 136,000 127,000 Capital losses 19,000 19,000 Share issue costs 1,000 10,000 Resource properties 1,242,000 1,311,000 Other 6,000 2,000 Valuation allowance (1,404,000) (1,469,000) - -



8. INCOME TAXES (Continued)

As at June 30, 2011, the Company had available for deduction against future taxable income, non-capital losses of approximately $544,000 which expire as follows:

Year of Expiry Amount

$

2014 7,600 2015 11,400 2016 95,100 2027 100,900 2028 100,900 2029 102,300 2030 89,900 2031 35,900

544,000

The Company has approximately $397,000 and $5,339,000 of Canadian development expenses and Canadian exploration expenditures, respectively, as at June 30, 2011 which, under certain circumstances, may be utilized to reduce taxable income of future years. Management believes that it is not considered more likely than not that it will create sufficient taxable income to realize its future tax assets. As a result, a full valuation allowance has been recognized. The Company has an undeducted share issue cost balance of approximately $2,800 at June 30, 2011.

9. RELATED PARTY TRANSACTIONS AND BALANCES

During the year ended June 30, 2010, the Company incurred $3,500 (2010 - $6,000) for rent charged by a corporation of which the principal shareholder is a director of the Company. Included in amounts payable at June 30, 2011 is $4,345 (2010 - $4,345) owing to this corporation. These amounts are non-interest bearing, unsecured, with no fixed terms of repayment.

The Company incurred $4,625 (2010 - $7,875), for accounting and tax services (professional fees) rendered during the year by a firm of chartered accountants of which one of the directors is a former partner. Included in accounts payable and accrued liabilities at June 30, 2011 is $nil (2010 - $2,875) accrued for accounting services. This amount is non-interest bearing, unsecured, with no fixed terms of repayment.

The above transactions were in the normal course of operations and were measured at the exchange amount which is the amount of consideration established and agreed to by the related parties and does not exceed the arm’s length equivalent value for these services.

During the year ended June 30, 2010, the Company sold 2,500,000 common shares of United Reef

Limited to a director of the Company for an aggregate amount of $50,000 resulting in a loss on disposition of $25,000. The shares were sold at the quoted market price at the time of the sale.

See also Note 5(c).



10. COMMITMENTS AND CONTINGENCIES

a) Environmental Contingencies The Company’s mining and exploration activities are subject to various federal, provincial and state laws

and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

b) Flow-through Expenditures As at December 31, 2008, the Company was unable to complete the exploration expenditures within the

required time periods to support flow-through deductions that were renounced to holders of flow-through shares. As a consequence of this shortfall in exploration expenditures, the Company will reimburse the investors for income taxes and interest owing as a result of the reduced tax deduction. As at June 30, 2011, the Company has accrued $127,881 (2010 - $127,881) as the estimated tax and interest amounts related to this commitment in accounts payable and accrued liabilities.

The actual amount the Company will pay investors is dependent upon the number of investors who make claims and their individual tax rates. Management estimates the maximum amount to be approximately $183,200 (2010 - $178,000).

c) Mary March Property See Note 5(b).

11. FINANCIAL INSTRUMENTS

(a) Fair Value of Financial Instruments: Canadian generally accepted accounting principles require that the Company disclose information

about the fair value of its financial assets and liabilities. Fair value estimates are made at the balance sheet date based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The Company has designated its cash as held-for-trading and its marketable securities as available-for-sale, which are measured at fair value. Financial instruments included in amounts receivables are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

The carrying amounts for amounts receivable and accounts payable and accrued liabilities on the balance sheets approximate fair market value because of the limited term of these instruments.



11. FINANCIAL INSTRUMENTS (Continued)

(b) Financial Risk Factors The Company's risk exposures and the impact on the Company's financial instruments are

summarized below. There have been no changes in the risks, objectives, policies and procedures from the previous period.

( i ) Credit risk The Company's credit risk is primarily attributable to cash and receivables included in

amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. Financial instruments included in amounts receivable and prepaid expenses consist of goods and services tax due from the Federal Government of Canada. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable and prepaid expenses is remote.

( i i ) Liquidity risk The Company's approach to managing liquidity risk is to ensure that it will have sufficient

liquidity to meet liabilities when due. As at June 30, 2011, the Company had a cash balance of $389,045 (2010 - $172,808) to settle current liabilities of $367,810 (2010 - $349,041). The Company's ability to continue operations and fund its exploration property expenditures is dependent on management's ability to secure additional financing. Management is continuing to pursue various financing initiatives in order to provide sufficient cash flow to finance operations as well as funding its exploration expenditures. $239,929 of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The remaining $127,881 relates to the accrual in relation to the exploration expenditures discussed in Note 10(b). The Company is uncertain when these funds will need to be paid.

( i i i ) Interest rate risk The Company has cash balances subject to interest rate. Management does not believe the

Company is exposed to significant interest rate risk.

( i v ) Foreign currency risk The Company's functional currency is the Canadian dollar and major purchases are

transacted in Canadian dollars. The Company is not exposed to foreign exchange risk.

( v ) Price risk The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices to determine the appropriate course of action to be taken

by the Company.



11. FINANCIAL INSTRUMENTS (Continued)

(c) Sensitivity Analysis

As at June 30, 2011, the carrying and fair value amounts of the Company's financial instruments are approximately the same. Based on management's knowledge and experience in the financial markets, the Company believes the following movements are "reasonably possible" over a twelve-month period: (i) Cash is invested in a Canadian chartered bank or a financial institution controlled by a

Canadian chartered bank. Sensitivity to a plus or minus 1% change in rates, based on the current balance of cash, would affect the net loss by plus or minus $3,900 during a twelve-month period.

(ii) The Company’s marketable securities consist of an investment in a publicly traded company. Sensitivity to a plus or minus 50% change in the price of the underlying share price, based on the current balance of marketable securities, would affect the comprehensive loss by plus or minus $28,750 during a twelve month period.

The Company does not hold significant balances in foreign currencies to give rise to exposure to foreign exchange risk.


Corporate Data

canstar resources inc. | ibc| annual report

DIRECTORS Harry J. Hodge David Palmer

William S. Deluce T. Patrick Reid John E. Hurley

OFFICERS John E. Hurley

Chief Financial Officer

QUALIFIED PERSON Harry J. Hodge, P.Eng.

INVESTOR RELATIONS Karen Willoughby

Manager, Corporate Affairs Tel: 416-900-6656 TF: 1-866-936-6766

SHARES LISTED ROX – TSX Venture

Exchange

CAPITALIZATIONIssued: 68,826,713 CommonShares (as at Nov. 7, 2011)

HEAD OFFICE 120 Adelaide St, West,

Suite 2500 Toronto, ON M5H 1T1

Tel: 416-363-4376 Fax: 416-367-1954

LEGAL COUNSEL Dennis H. Peterson

390 Bay St. Suite 806

Toronto, ON

Irwin Professional Corporation 130 Adelaide St. West

Suite 2700 Toronto, ON

REGISTRAR & TRANSFER AGENT

Equity Financial Trust Company200 University Avenue,

Suite 400 Toronto, ON, M5H 4H1

AUDITOR MSCM LLP

701 Evans Avenue8th Floor

Toronto, ON, Canada M9C 1A3

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders will be held at the Toronto Board of Trade, Third Floor, 1 First Canadian Place (77 Adelaide Street West Entrance), Toronto, Ontario M5X 1C1, on Friday, December 16, 2011 at 11:00 a.m. (Eastern Standard time).

DisclaimerThis report presents a review of The Company’s projects in Canada, including the Mary March project. Readers are cautioned that the projects are at an early stage of exploration and that estimates and projections contained herein are based on limited and incomplete data. More work is required before the mineralization on the projects and their economic aspects can be confidentially modeled. Therefore, the work results and estimates herein may be considered to be generally indicative only of the nature and quality of the projects. No representation or prediction is intended as to the results of future work, nor can there be any promise that the estimates herein will be confirmed by future exploration or analysis, or that the projects will otherwise prove to be economic.

Forward-Looking Statements This report contains forward-looking statements including, but not limited to, comments regarding predictions and projections. One can identify these forward-looking statements by use of words such as “expects”, “plans”, “anticipates”, “intends” and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements address future events and conditions and therefore involve inherent risks, uncertainties and other factors, which may cause the actual results, performance or achievements of The Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions, risks related to joint venture operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future metal prices, variation in grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, as well as delays in obtaining government approvals or financings or in the completion in development or construction activities. Although The Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

HEAD OFFICE: 120 Adelaide St. West, Suite 2500 Toronto, ON M5H 1T1

Tel: 416-363-4376 Fax: 416-367-1954

Email: [email protected]

www.canstarresources.com

www.canstarresources.com

annual report 2011 · the company is looking forward to proceeding with its plans to resume...

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