Good evening:

Management (and that includes our friend Larry) should, in accordance to the OSC guidelines as outlined below, press release to all shareholders the status of our company as asked for.

And they should be doing this without my asking them!

The OSC has asked all companies such as GNH which are experiencing financial difficulties, to disclose to all shareholders their current financial obligations and other pertinent changes, such those relating to claims.

cheers ...danny

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To Shareholders (and my friend Larry, Chairmen of the Board)

My 2 questions to Larry represent what all junior explorers are obliged to disclose to their shareholders in accordance to OSC guidelines.

I have copied below the Executive summary and introduction of the OSC guidelines:

As can be read in the these guidelines: they were introduced fairly recently,Feb 6 2014, specifically for those companies like GNH that may be in financial difficulty and for the purpose of assisting shareholders in having an informed view as to annual expenditures and property integrity as regards to claims. The guidelines were developed in part because the ventures market is so weak and many companies are having difficulty.

In short: The OSC wants shareholders of issuers like GNH to be fully aware of the extent to which financial short comings may exist.

All issuers such as GNH are asked by the OSC to disclose to all shareholders exactly those questions which I have asked:

A) anual expenditures

B) current claims.

This is business! (It is required under OSC guidelines.)

It is not about friendship: (although Larry and I happen to be friends.)

Lastly: The answers to my 2 questions are for the benefit of all shareholders: NOT just me! Larry on behalf of the company can simply issue the answers in a news release (or perhaps a post to all shareholders) and thus there is no selectivity.

...................................................................................................................

This is the link to the entire OSC guidlines:

http://www.osc.gov.on.ca/en/SecuritiesLaw_sn_20140206_51-722_rpt-mining-issuers-mdag.htm

cheers ....danny

Securities Law & Instruments

PDF Version

OSC Staff Notice 51-722
Report on a Review of Mining Issuers' Management's Discussion and Analysis and Guidance

Publication date: February 6, 2014

Part A -- Staff's Review of MD&A in the Mining Industry

1. EXECUTIVE SUMMARY

Management's Discussion and Analysis (MD&A) is a key disclosure document for all reporting issuers as it gives investors the ability to look at an issuer through the eyes of management. The MD&A must be transparent and clear to be informative.

The MD&A requirements are set out in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), specifically in Part 5 Management's Discussion and Analysis and in Form 51-102F1 Management's Discussion and Analysis (Form 51-102F1).

As a securities regulator, the Ontario Securities Commission (OSC) understands the challenges faced by small mining issuers in today's challenging market environment. Limited resources can make it difficult for small mining issuers to meet their regulatory obligations and comply with their reporting requirements.

Recognizing these challenges and the importance of smaller mining issuers in Ontario, staff of the OSC conducted a review (the Review) of the MD&A filed by mining issuers with a market capitalization of less than $100 million in an effort to understand the issues they face and to identify areas where regulatory guidance would assist the management of these companies in complying with their regulatory obligations. These issuers represent approximately 34% of the 1,105 reporting issuers for which the OSC is the principal regulator.

While the guidance provided in the Notice is specific to the mining issuers reviewed, the content of the Notice, including our disclosure examples, will benefit all issuers.

OSC Staff Notice 51-722 Report on a Review of Mining Issuers' Management's Discussion and Analysis and Guidance(the Notice):

• is meant to be an educational tool to assist issuers in complying with their MD&A disclosure obligations

• summarizes the results of the Review

• identifies areas for improvement

• provides concrete examples on how issuers can present their information in a relevant and meaningful manner

Our review focused on:

• venture issuer disclosure

• discussion of operations

• liquidity and capital resources disclosure

• disclosure of transactions between related parties

• disclosure of risk factors and uncertainties

• reporting on use of financing proceeds

SUMMARY OF RESULTS

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We identified specific areas for improvement:

• venture issuers without significant revenue from operations did not provide the breakdown of material components of exploration and evaluation (E&E) assets or expenditures

• issuers with exploration projects did not discuss and itemize their exploration expenditures

• issuers with a working capital deficiency provided very general discussion or no discussion about potential sources of financing and how they plan on continuing operations

• issuers did not appropriately disclose the identity of the party involved in the related party transaction

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2. INTRODUCTION

The MD&A is a summary written through the eyes of management which allows management to provide insights beyond the numbers found in the financial statements. As such, the MD&A should:

• provide a balanced discussion of an issuer's results, financial condition and future prospects -- openly discussing bad news as well as good news

• help current and prospective investors understand what is presented in the financial statements

• discuss trends and risks that have affected or are reasonably likely to affect the financial statements in the future

• provide information about the quality and potential variability of an issuer's earnings, cash flow and operations

The current market environment is making it very difficult for mining issuers to raise capital, with the smaller mining issuers being particularly affected. We also understand such an environment can make complying with reporting requirements quite challenging for smaller issuers due to the lack of resources. To assist smaller mining issuers to better understand certain MD&A requirements and to foster regulatory compliance we have developed the guidance and examples found in Part B -- Guide to MD&A Disclosure for Mining Issuers (Part B). We hope these examples will assist issuers to present clear, specific and relevant information about their financial condition and future prospects.

3. REVIEW RESULTS

A. Scope of Review

The OSC is the principal regulator for approximately 449 reporting issuers in the mining industry{1}, which is a very important sector in the capital markets in Ontario. These issuers have a combined market capitalization of $90.2{1} billion, representing 11% of Ontario's overall market capitalization. There are 374 Ontario mining issuers with a market capitalization of less than $100 million. In our ongoing compliance efforts, we have realized that many smaller mining issuers continue to struggle to provide complete and meaningful MD&A disclosure and generally need more guidance.

To understand the issues, we focused the Review on a sample of 100 Ontario mining issuers with a market capitalization of less than $100 million and focused on compliance with various aspects of the MD&A requirements in NI 51-102, including:

• venture issuer disclosure

• discussion of operations

• liquidity and capital resources disclosure

• disclosure of transactions between related parties

• disclosure of risk factors and uncertainties

• reporting on use of financing proceeds

B. Issuers Reviewed

Of the 100 Ontario mining issuers we reviewed, approximately 46% were non-venture issuers{2} and 54% were venture issuers{2}. Fifty-four percent of the issuers had a market capitalization of less than $25 million, with 28% having a market capitalization of less than $10 million. In terms of stage of development, the majority of issuers, 53%, were at the mineral resource stage, 23% were at the exploration stage and 24% were at the development or production stage.

C. Summary of Results

General

We found that many smaller mining issuers continue to struggle to provide complete and meaningful MD&A disclosure. The size of an issuer (as defined by market capitalization) was not a predictive factor as to whether an issuer met MD&A disclosure requirements. However, we note that issuers in the exploration stage generally need more guidance on appropriate entity-specific disclosure to be included in their MD&A than issuers in the development and production stages.

Venture Issuer Disclosure

Providing a breakdown of the material components of E&E, a presentation of E&E assets or expenditures on a property-by-property basis, general and administrative (G&A) expenses and other material costs incurred, helps investors understand the nature of the work being performed, how money is being spent and helps them evaluate the impact the expenses have in moving the exploration or developments of properties forward.

For venture issuers without significant revenue from operations, our Review found:

• 37% did not provide the breakdown of material components of E&E

• 20% presented the E&E on a property-by-property basis in their MD&A but failed to provide a further breakdown by material components

• 39% did not include a breakdown of material components of G&A expenses

Discussion of Operations

Issuers without producing mines - Beyond just the description of a project, it is important that investors receive essential information about an issuer's material mineral projects: work completed and expenses incurred during the period, current (and future) project plans and budgets. Providing this information will help investors follow and understand the progress of a project and measure how it is performing. It will also help investors connect the dots between initial plans and budgets and the time and costs required to take the project to the next stage.

Issuers with producing mines - The MD&A may be the principal document to inform shareholders and potential investors about the production and operations of a project. It is important that in the MD&A, issuers provide information on: production figures, production activities and milestones, operating and production costs, sales and revenue, explanations of any substantial changes to production and operation information, new developments and the impact each of these have on mineral resources and reserves.

Our Review found that:

• 70% of issuers without a producing mine provided limited disclosure about the plans or milestones for significant exploration and development projects, including anticipated costs to take the projects to the next stage of the project plan

• 44% of issuers with exploration projects did not discuss and itemize their exploration expenditures

Liquidity and Capital Resources

To better assess whether an issuer has sufficient funds to meet its business plans in the short-term and long-term, investors require meaningful information about an issuer's liquidity and ability to generate the cash needed to maintain operations. The MD&A provides an issuer with the opportunity to provide insight beyond the numbers and discuss material cash requirements, historical sources and uses of cash, material trends and uncertainties, and to explain and quantify working capital needs and how these needs relate to future business plans or milestones.

Of the 100 mining issuers reviewed:

• 27% clearly had significant current cash resources to meet their business needs

• 21% included a quantified discussion of how they intend to address in the short and long term their working capital requirements

• 52% provided either no disclosure or limited disclosure of their working capital requirements. This makes it difficult for a reader to assess whether the issuer has sufficient funds available to meet the issuer's business needs for the following 12 months

For issuers with a working capital deficiency:

• 26% included a detailed quantified plan of how they will meet their obligations as they come due and how they plan to rectify the deficiency

• 74% provided no discussion or a very general discussion about needing to access the capital markets in the future

Transactions Between Related Parties

Related party transactions (RPT) often play a significant role in the operations of businesses as they grow and can vary in complexity. We are aware that many smaller issuers leverage their business relationships to advance their projects in a cost controlled fashion by entering into related party contracts or transactions. It is critical that issuers are transparent to their shareholders about these transactions in the MD&A, so investors can better understand the business purpose and value of these transactions.

We note that:

• 95% of the issuers had some form of RPT disclosed in both their financial statements and their MD&A

• 48% of the issuers did not appropriately disclose the identity of the related party involved in the transaction. Most commonly, the relationship was disclosed but the actual party involved in the transaction was not named

• 14% of the issuers reviewed did not quantify the RPT

Risk Factors and Uncertainties

Company risks can impact an investor's investment decision, so it is important that issuers provide specifics about the risks impacting an issuer's business. Where possible, issuers should quantify the risks and when listing or ranking potential risks, be clear about their severity and significance. To make the information more meaningful, issuers should update their risk disclosures when circumstances change.

All issuers reviewed included some form of risk disclosure.

For issuers with a going concern risk:

• 9% provided no discussion of their liquidity risks despite having going concern issues

• 86% provided a generic, unquantified discussion of liquidity risks

Use of Financing Proceeds

Our Review identified only four issuers that raised capital through a prospectus offering in the past fiscal year:

• two issuers included a tabular comparison without any explanations of the changes

• two issuers did not include any disclosure relating to how the proceeds were used

SUMMARY

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As a result of our Review, we identified specific areas where our issuers would benefit from some additional guidance. Using the guidance in Part B will assist issuers in preparing their MD&A. An accurate MD&A and a complete continuous disclosure (CD) record will help ensure the process for obtaining a prospectus receipt is not delayed. We will continue to monitor MD&A filed by Ontario mining issuers as part of our ongoing CD review program.

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Part B -- Guide to MD&A Disclosure for Mining Issuers

1. MD&A GUIDANCE FOR MINING ISSUERS

To assist mining issuers in complying with the disclosure requirements in both NI 51-102 and Form 51-102F1, we have set out guidance for the sections where we noted areas where disclosure could be improved. When referring to this guidance be aware that you do not need to disclose information that is not material or not relevant to your business. While the guidance in section A Venture Issuer Disclosure applies specifically to venture issuers, non-venture issuers may find the information useful in preparing their MD&A. The examples provided below are for illustrative purposes only and readers are reminded that these examples are only one of many possible approaches management could take to present the information. Management must consider the particular elements of the issuer's business and ensure that all material information relating to the business is reflected in the MD&A.

A. Venture Issuer Disclosure

Disclosure requirement

Section 5.3 of NI 51-102 requires a venture issuer that has not had significant revenue from operations in either of its last two financial years to disclose in its MD&A on a comparative basis, a breakdown of material components of:

• E&E assets or expenditures

• G&A expenses

• other material costs

Further, the E&E assets or expenditures must be presented on a property-by-property basis.

Commentary

A breakdown of costs incurred helps investors understand the nature of the work that was performed and how an issuer is spending money. Further, a presentation of E&E assets or expenditures on a property-by-property basis helps investors evaluate the impact those expenditures have in moving the exploration or development of those properties forward.