During the nine month period ended May 31, 2012, key events of the Company included:

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1 Management s Discussion & Analysis For the Nine Month Period Ended May 31, 2012 The following Management s Discussion and Analysis ( MD&A ) of Barisan Gold Corporation (the Company or Barisan Gold ) should be read in conjunction with the unaudited financial statements for the nine months ended May 31, 2012 and audited financial statements for the period since incorporation on January 25, 2011 up to August 31, 2011 and related notes attached thereto, which have been prepared in accordance with International Financial Reporting Standards ( IFRS ). This MD&A contains forwardlooking statements that are subject to risk factors set out in a cautionary note contained herein. Except as otherwise disclosed, all dollar figures in this report are stated in Canadian dollars ( CAD ). The effective date of this report is July 27, Company Overview Barisan Gold is a Canadian-based minerals exploration company. The Company s current portfolio includes three exploration stage projects with gold-copper porphyry and epithermal gold prospects located in Aceh Province, Indonesia. The Company s key exploration focus are (a) the Barisan gold-copper porphyry belt and (b) the Abong epithermal gold deposit where an initial National Instrument compliant resource estimate was released on January 9, Barisan Gold was incorporated in British Columbia, Canada on January 25, 2011 and began trading on the TSX Venture Exchange under the symbol BG on August 17, Dibiansyah Hamid, MAIG, is the Qualified Person as defined by National Instrument Standards of Disclosure for Mineral Projects ( NI ) for the Company and is responsible for the technical disclosure in this MD&A. Mr. Hamid is the Company s project manager. Highlights During the nine month period ended May 31, 2012, key events of the Company included: September 27, 2011 November 7, 2011 December 9, 2011 January 9, 2012 May 31, 2012 Barisan Gold completed a $11.2 million rights issue through the issuance of 20,353,093 units (each comprising of one share and ½ of one warrant) at a unit price of $0.55. Barisan Gold appointed Alex Granger, Chief Executive Officer, as a director of the Company and appointed Giuseppe Lo Grasso as a senior officer of the Company in the role of Vice-President, Exploration (resigned subsequent to the quarter). Barisan Gold was advised that two of its subsidiaries, PT Linge Mineral Resources and PT Gayo Mineral Resources, had been named as defendants in a civil claim filed by PT Atlas Mineral Exploration that purports to challenge the transfer of the two subsidiaries from East Asia Minerals Corporation to the Company. Barisan Gold announced that Mining Associates Pty Ltd. had completed an initial NI compliant resource for the Abong deposit, resulting in 8.5 million tonnes at 1.49 g/t gold and 10.7 g/t silver containing 405,000 ounces of gold and 2.9 million ounces of silver. The Company received notice from the Indonesian Panel of Judges that the civil case claim filed by PTAME in December 2011 has been revoked by the plaintiff. The case is now officially closed.

2 Exploration Activities PT Linge Mineral Resources ( Linge ) Barisan Gold owns an 80% direct equity interest in Linge, an Indonesian company which owns the Izin Usaha Pertambangan ( IUP ) covering the Barisan I property. The Barisan I property covers two separate blocks totalling 50,003 hectares in the Aceh Tengah Regency of Aceh Province, Indonesia. The Barisan I property contains the Abong epithermal gold deposit as well as the Bahu, Middle Ise-Ise and Lower Ise-Ise gold-copper porphyry prospects. During the nine month period ended May 31, 2012, no material exploration activities have been conducted on the Barisan I property. On January 9, 2012, Mining Associates Pty Ltd. out of Brisbane, Australia ( Mining Associates ) completed an initial NI compliant inferred resource estimate for the Abong deposit. At a 0.4g/t gold cut-off, Mining Associates estimated an initial NI compliant inferred resource of 8.5 million tonnes of 1.49g/t gold and 10.7 g/t silver, containing 405,000 ounces of gold and 2.9 million ounces of silver. The technical report on the Abong gold deposit, prepared by Mining Associates, was filed on SEDAR ( on February 1, PT Gayo Mineral Resources ( Gayo ) Barisan Gold owns an 80% direct equity interest in Gayo, an Indonesian company which owns the IUP covering the Barisan II property. The Barisan II property covers a single block of 39,580 hectares in the Gayo Lues Regency of Aceh Province, Indonesia. The Barisan II property contains the Upper Tengkereng, Lower Tengkereng, Upper Ise-Ise, Sekuelen and Blang Nangka gold-copper porphyry prospects. During the nine month period ended May 31, 2012, field exploration was conducted on the Sekuelen and Blang Nangka prospects located in the south of the Barisan II tenement area. At Sekeulen, Gayo geologists have identified porphyry-style mineralization at surface over a 2000x800m area. At Blang Nangka, Gayo geologists have identified porphyry-style mineralization at surface over a 780x740m area. Two holes were drilled at the Sekuelen porphyry prospect between March 6, 2012 and June 20, Hole SED001 was completed to a final length of 618 meters and hole SED002 was completed to a final length of 930 meters. Neither hole intersected material porphyry mineralization. Following completion of hole SED002, it was decided to suspend drilling at the Sekeulen prospect to conserve the Company s financial resources for drilling at higher priority targets once forestry permits are received. Gayo geologists are currently working at the Upper Ise Ise prospect, conducting mapping and sampling in anticipation of re-initiating drilling upon receipt of forestry permits. PT Takengon Mineral Resources ( Takengon ) Barisan Gold owns a 75% direct equity interest in Takengon, an Indonesian company which owns the IUP covering the Takengon property. The Takengon property covers a single block of 26,000 hectares in the Aceh Tengah Regency of Aceh Province, Indonesia. The Takengon property contains the Collins epithermal gold prospect as well as the Semelit, West Semelit and Tanga gold-copper porphyry prospects. During the nine month period ended May 31, 2012, no material exploration activities have been conducted on the Takengon property.

3 Corporate Activities Rights Offering On September 27, 2011, Barisan Gold completed a fully backstopped rights offering to East Asia Minerals Corporation ( EAMC ) shareholders of record on July 21, 2011, consisting of 20,353,093 units at $0.55 per unit for gross consideration of $11.2 million. Each unit consisted of one common share and one-half of a common share purchase warrant. Each common share purchase warrant entitles the holder to purchase a common share of the Company for $2.00 anytime within two years of issue. The Company may call the warrants for redemption at a price of $ per Warrant, if the volume weighted average closing price over any consecutive 20 trading day period equals or exceeds $2.50 per common share prior to the Warrant expiry date. The rights issue was fully backstopped by CEF (Capital Markets) Ltd. ( CEF ). Following the completion of the rights offering, CEF owned 9,007,417 common shares of the Company, representing a 22.1% equity interest in Barisan Gold. For more information about this transaction, please refer to the Barisan Gold final prospectus dated August 9, 2011 and available on SEDAR ( Potential Litigation On December 9, 2011, Barisan Gold announced that Linge, Gayo and EAMC had been named as defendants and the Company as a co-defendant in a civil case claim filed by PT Atlas Mineral Exploration ( PTAME ) in the Central Jakarta District Court. The claim filed by PTAME purports to challenge the asset transfer process by which EAMC transferred its 80% direct equity interest in Linge and Gayo to Barisan Gold. Barisan Gold strongly believed the claims were without merit vigorously defended against this frivolous lawsuit vigorously. The Company has received legal advice confirming that the transfer of Linge and Gayo from EAMC to Barisan Gold was legally executed in accordance with Indonesian law. On May 31, 2012, the Company received notice from the Indonesian Panel of Judges that the civil case claim filed by PTAME has been revoked by the plaintiff. The case is now officially closed. Outlook The Company is currently focused on securing the necessary forestry permits to allow drilling to resume in the forestry areas of the Gayo and Linge IUPs. While it awaits the forestry permits, the Company is focused on completing detailed mapping and sampling programs at priority drill sites. Gayo geologists are currently working in the Upper Ise Ise area while Linge geologists are currently working in the Bahu area.

4 Results of operations Overall, the Company recorded a consolidated net loss of $1,717,434 ($0.04 per common share) for the nine months ended May 31, Operating Expenses The operating expenses were $1,764,676 for the nine months ended May 31, Significant expenses consisted of the following: Management fees of $309,073 paid for services rendered by related parties; Consulting fees of $209,321 were paid to various consultants for corporate development activity in Indonesia and Canada. Professional fees of $301,714 and transfer agent and regulatory costs of $44,143 related to the postspin-out of Barisan Gold from EAMC and includes legal fees paid in Indonesia in regards to the PTAME claim described earlier; and Share-based payments of $154,236 related to fair value for the period of 710,000 stock options granted during the nine months ended May 31, Summary of Quarterly Results Three Months ended May 31, 2012 Three Months ended February 29, 2012 Three Months ended November 30, 2011 ($) Total revenues Loss for the period (387,792) (839,361) (490,281) Basic and diluted loss per share (0.01) (0.02) (0.01) Total assets 23,323,994 23,868,646 24,420,430 Total long-term liabilities Period from Jan 25, 2011 (date of incorporation) to August 31, ($) 2011 Total revenues - Loss for the period (1,456,373) Basic and diluted loss per share (1,456,373) Total assets 13,897,752 Total long-term liabilities -

5 Liquidity & Capital Resources The Company s cash position at May 31, 2012 was $7,584,147 (August 31, $709,243). The Company s cash and equivalents are held at a major chartered bank in Canada. There are no known liquidity issues with these financial institutions. The Company has no long-term debt obligations. As at May 31, 2012, the Company s working capital was $7,582,164 (August 31, $286,176). The Company has financed its operations during the nine months ended May 31, 2012 from the Rights Offerings of $11.2 million described earlier. Net cash used in operating activities for the nine months ended May 31, 2012 was $1,894,375. The cash used in operating activities for the period consists primarily of general and administrative expenses and net change in non-cash working capital items during the period. Net cash used in investing activities for the nine months ended May 31, 2012 was $2,379,010. The cash used in investing activities for the period consisted of additions to property, plant and equipment, and exploration and evaluation properties. Net cash provided by financing activities for the nine months ended May 31, 2012 was $11,148,289 net of $45,912 issuance costs. The cash provided in financing activities for the period arose from the issuance of 20,353,093 common shares in the Rights Offerings. Financing On September 27, 2011, the Company completed a rights issue to EAMC shareholders of record on July 21, 2011 raising gross proceeds of $11,194,201. The Company has sufficient funds to meet near term operating and exploration and evaluation expenditures. Financial Instruments International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Cash and equivalents are classified as Level 1. As at May 31, 2012, the carrying values of cash and equivalents, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity. Financial Risks The Company has exposure to the following risks from its use of financial instruments: Credit risk Credit risk is the risk of potential loss to the Company if a counter party to a financial instrument fails to meet its contractual obligations. The Company s credit risk is primarily attributable to its liquid financial assets, including cash and equivalents, amounts receivable. BGC has limited the exposure to credit risk by only depositing its cash with high credit quality financial institutions which are available on demand by the Company for its programs. At May 31, 2012, the Company s exposure to credit risk is considered to be minimal.

6 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company has ensured, as far as reasonably possible, it will have sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company s holdings of cash. During the quarter, the Company completed a rights offering as discussed in note 2(c) of the Company s interim financial statements. The Company believes that the remaining balance of cash will be sufficient to meet its current working capital requirements and planned general exploration costs over the coming year. As of May 31, 2012, the Company had no significant contractual obligations other than those included in accounts payable and accrued liabilities and as disclosed in financial statements. Market risk The Company is subject to normal risks including fluctuations in foreign exchange rates and interest rates. While the Company manages its operations in order to minimize exposure to these risks, it has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure. At May 31, 2012, the Company was not exposed to significant interest rate risk. The Company has significant operating expenditures which are denominated in United States dollars ( USD ) and Indonesian Rupiah ( IDR ). The Company s exposure to exchange rate fluctuations arises mainly on foreign currencies against the Canadian dollar functional currency of the relevant business entities. The Company is principally engaged in the acquisition, exploration and development of mineral properties in Indonesia. Related Party Transactions The following is a summary of the Company s related party transactions for the nine month period ended May 31, 2012: Fees and short-term benefits - management $ 309,073 Fees and short-term benefits - directors 90,000 Consulting fees 20,798 Share-based payments 146,225 $ 576,076 As at May 31, 2012, accounts payable and accrued liabilities included amounts payable to related parties totaling $8,333 (August 31, $145,500) for management fees and short-term benefits. Off Balance Sheet Arrangements The Company has no off balance sheet arrangements.

7 Share Capital The Company has the following common shares, stock options, and share purchase warrants outstanding: Common Shares The Company s authorized capital consists of an unlimited number of voting common shares without par value. As of May 31, 2012, the Company had 40,706,186 issued and outstanding common shares. As described in Note 2 of the financial statements, the Company completed a Rights Offering and issued 20,353,093 units for gross cash proceeds of $11,194,201 less share issuance costs of $45,912. As at July 27, 2012 (date of report), there are 40,706,186 issued and outstanding common shares. Stock Options: During the period ended May 31, 2012, the Company granted 710,000 stock options at an exercise price of $0.55, expiring on November 7, These stock options vest equally (50%) in semi-annual tranches from the date of grant. As at May 31, 2012, there are 4,562,500 stock options outstanding, of which 4,210,000 are exercisable at a weighted-average exercise price of $0.55, expiring between August 16, 2016 and November 6, Subsequent to May 31, 2012, the Company entered into stock option agreements granting the right and option to purchase 1,510,000 common shares of the Company at $0.165 per common share exercisable in whole or in part on or before five years from June 18, As at July 27, 2012 (date of report), there were 6,002,500 stock options outstanding, of which 4,142,500 are exercisable at a weighted-average exercise price of $0.45 per option. Warrants: As a result of Rights offering described earlier, as at July 27, 2012 (date of report), there are 10,176,546 warrants outstanding. Each whole warrant will entitle the holder to purchase one common share at a price of $2.00 per share, expiring on August 16, The Company may call the warrants for redemption at a price of $ per warrant, if the volume weighted average closing price over any 20 consecutive trading day period equals or exceeds $2.50 per common share prior to the warrant expiry date.

8 Critical Accounting Estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities (if any) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used in determining, for example, the valuation of amounts receivable, income taxes, and evaluating the fair value and/or impairment of deferred mineral property exploration costs, the outcome of litigation, the fair value of stock options and financial instruments. The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances. The Company s estimates form the basis for making judgments about the carrying value for assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Should the Company be unable to meet its ongoing obligations, the realizable value of its assets may decline materially from current estimates. The accounting policy estimates described below are considered by management to be essential to the understanding and reasoning used in the preparation of the Company s financial statements and the uncertainties that could have a bearing on its financial results. Going Concern Management is required to assess the Company s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity s ability to continue as a going concern, these uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. Management has carried out an assessment and concluded it is appropriate that the interim consolidated financial statements at May 31, 2012, are prepared on a going concern basis. The Company believes it has adequate funds available to meet its operating and budgeted exploration and development program requirements for the coming fiscal year. Mineral Property Costs The Company capitalizes all costs related to investments in mineral property interests on a property-byproperty basis. Such costs include mineral property acquisition costs and exploration and development expenditures, net of any recoveries. Costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed, the property sold or the mineral rights are allowed to lapse. During the fiscal period, the capitalized costs are reviewed on a property-by-property basis to consider whether there are any conditions that may indicate impairment. When the carrying value of a property exceeds its net recoverable amount estimated by, for example, quantifiable evidence of an economic geological resource or reserve, joint venture expenditure commitments or the Company s assessment of its ability to sell the property for an amount less than the deferred costs, the property is written down to its fair value to recognize the impairment. Capitalized costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims allowed to lapse.

9 Share-based Payments The Company applies the fair-value method of accounting for share-based payments and determines the expense using the Black-Scholes option pricing model ( Black-Scholes ), which requires management to make various estimates and assumptions that impact the value assigned to the option expense including the predicted future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the options. During the nine month period ended May 31, 2012, 710,000 stock options were granted. The fair value of stock options granted in the period from September 1, 2011 to May 31, 2012 was $155,456, of which $1,200 was capitalized. Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company s stock options. Any change in the assumptions used could have a material impact on the fair value of the stock-based compensation expense. In addition, the Black-Scholes option pricing model was developed for options that have characteristics that are materially different to the Company s stock options and for purposes other than to determine the fair value to be assigned to stock options. Accordingly, the use of a Black-Scholes valuation model may not always result in the determination of a compensation value that appears appropriate or reasonable in the circumstances. Income Tax Provisions For future income taxes, the Company uses the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Deferred income tax assets are evaluated and if realization is not considered more likely than not, a valuation allowance is estimated and recorded. Risk and Uncertainties The Company s principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks, including but not limited to, environmental, fluctuating metal prices, social, political, financial and economics. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practicable. The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company s business. The risks and uncertainties are not limited to but include risks associated with our dependence on the Barisan I, Barisan II and Takengon Properties and the Company s limited operating history; geological exploration and development; changes in law, unrest and political instability in Indonesia; IUP and environmental permits for development of the Barisan I, Barisan II and Takengon Properties cannot be obtained or renewed on terms satisfactory to the Company and other land title permitting and licensing risks; continued negative operating cash flow and the availability of additional funding as and when required; infrastructure; inflation; governmental regulation; environmental; hazards, insurance; uninsured risks; competition; currency fluctuations; labour and employment; joint ventures; contract repudiation; dependence on key management personnel and executives; and litigation risks. For more information about the above risks, please refer to the Risk Factors section of the Barisan Gold annual information form dated December 30, 2011 and available on SEDAR (

10 Future Accounting Policy Changes A number of new standards, amendments to standards and interpretations are not yet effective as of the date of this report, and were not applied in preparing the audited financial statements. None of these are expected to have a material effect on the financial statements of the Company. Forward-Looking Information Statements contained in this MD&A that are not historical facts are forward-looking statements (within the meaning of Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. This MD&A contains forward-looking statements, such as estimates and statements that describe the Company s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Examples of forwardlooking statements in this MD&A include statements with respect to: The Company s exploration program at its projects in Indonesia and possible related discoveries of new mineralization or identification of mineral resources; the impact to the Company of future accounting standards and discussion of risks and uncertainties around the Company s business; and the adequacy of the Company s capital resources and its ability to raise additional financing and continue as a going concern. In general, forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production, costs of production, and capital expenditures; costs and timing of the development of new deposits; success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words 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 state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown 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 risks and other factors include, among others, risks related to the integration of acquisitions; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled "Risks and Uncertainties" in this MD&A. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ, perhaps 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. The forward-looking statements in this MD&A speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

11 Forward-looking statements and other information contained herein concerning the mining industry and general expectations concerning the mining industry are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Company is not aware of any misstatements regarding any industry data presented herein, the industries involve risks and uncertainties and the data is subject to change based on various factors. Additional Information Additional information about the Company is available under the Company s profile on SEDAR at and on the Company s website at