Basically through NI62-103, G&C has no official connection with

DMP Resources Class Ravensden Asset Management Inc.
Dynamic Focus+ Balanced Fund Toronto, Ontario, Canada
Dynamic Focus+ Resource Fund
Dynamic Focus+ Equity Fund
CMP Gold Trust
CMP 2009 Resource Limited Partnership
CMP 2008 Resource Limited Partnership
Canada Dominion Resources 2009 Limited
Partnership
Canada Dominion Resources 2008 Limited
Partnership
Goodman Private Core Equity Pool
Goodman Private Diversified Bond Pool
Dynamic Aurion Canadian Equity Fund Aurion Capital Management Inc.
Dynamic Aurion Tactical Balanced Fund Toronto, Ontario, Canada

So transactions between these Ned Goodman related companies can happen seemlessly on the secondary market without raising any insider fireworks and even though they are not classified as beneficial, they are all voting the same way.

SAN GOLD CORPORATION
EARLY WARNING REPORT FILED PURSUANT TO
NATIONAL INSTRUMENT 62-103
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 141 OF THE SECURITIES ACT (ALBERTA)
SECTION 92 OF THE SECURITIES ACT (MANITOBA)

(a) The name and address of the eligible institutional investor.
Goodman & Company, Investment Counsel Ltd. (“G&C”)
One Adelaide Street East, 29th Floor
Toronto, Ontario
M5C 2V9

(b) The net increase or decrease in the number or principal amount of securities,
and in the eligible institutional investor’s securityholding percentage in the
class of securities, since the last report filed by the eligible institutional
investor under Part 4 or the early warning requirements.

G&C’s previous report dated April 10, 2008 reported holdings of 29,241,816
common shares and 5,909,272 purchase warrants of San Gold Corporation (“San
Gold”) representing approximately 13.64% of all outstanding shares on an
undiluted basis or assuming the conversion of the purchase warrants into common
shares, an approximate 15.95% interest on a partially diluted basis, of that class
over which G&C and/or related portfolio managers exercised control or direction
on behalf of investment funds and private client accounts managed by them. As a
result of G&C relying on aggregation relief pursuant to sections 5.1 and 5.2 of
National Instrument 62-103 commencing July 31, 2009, to report separately from
its related portfolio managers, G&C is herein reporting that it exercises control or
direction over 25,525,667 common shares of San Gold or 9.91% of the total
outstanding common shares on behalf of the portfolios of investment funds and
private client accounts managed by G&C.

(c) The designation and number or principal amount of securities and the
eligible institutional investor’s securityholding percentage in the class of
securities at the end of the month for which the report is made.

G&C, on behalf of the portfolios of investment funds and private client accounts
managed by G&C, exercises control or direction over 25,525,667 common shares of
San Gold. This represents an approximate 9.91% interest in San Gold, on an
undiluted basis, as at July 31, 2009.

(d) The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred to in
paragraph (c) over which:

(i) the eligible institutional investor, either alone or together with any
joint actors, has ownership and control,

(ii) the eligible institutional investor, either alone or together with any
joint actors, has ownership but control is held by other entities other
than the eligible institutional investor or any joint actor, and

(iii) the eligible institutional investor, either alone or together with any
joint actors, has exclusive or shared control but does not have
ownership.

G&C, on behalf of the portfolios of investment funds and private client
accounts managed by G&C, exercises control or direction over 25,525,667
common shares of San Gold. This represents an approximate 9.91%
interest in San Gold on an undiluted basis.

(e) The purpose of the eligible institutional investor and any joint actors in
acquiring or disposing of ownership of, or control over, the securities,
including any future intention to acquire ownership of, or control over,
additional securities of the reporting issuer.

The securities of San Gold over which G&C exercises control or direction, on behalf
of the portfolios of investment funds and client accounts managed by it, are held for
investment purposes. These investments will be reviewed on a continuing basis and
such holdings may be increased or decreased in the future.

(f) The general nature and the material terms of any agreement, other than
lending arrangements, with respect to securities of the reporting issuer
entered into by the eligible institutional investor, or any joint actor, and the
issuer of the securities or any other entity in connection with any transaction
or occurrence resulting in the change in ownership or control giving rise to
the report, including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities.

(g) The names of any joint actors in connection with the disclosure required by
this Form.


(h) If applicable, a description of any change in any material fact set out in a
previous report by the eligible institutional investor under the early warning
requirements or Part 4 (Alternative Monthly Reporting System) in respect of
the reporting issuer's securities.

(i) Goodman & Company, Investment Counsel Ltd. is eligible to file reports
under Part 4 in respect of the reporting issuer.

The following business units and investment funds are eligible for aggregation relief from
G&C pursuant to sections 5.1 and 5.2 of National Instrument 62-103:

Business Units
Goodman Private Wealth Management
Aurion Capital Management Inc.

Investment Funds Portfolio Advisors

DMP Resources Class Ravensden Asset Management Inc.
Dynamic Focus+ Balanced Fund Toronto, Ontario, Canada
Dynamic Focus+ Resource Fund
Dynamic Focus+ Equity Fund
CMP Gold Trust
CMP 2009 Resource Limited Partnership
CMP 2008 Resource Limited Partnership
Canada Dominion Resources 2009 Limited
Partnership
Canada Dominion Resources 2008 Limited
Partnership
Goodman Private Core Equity Pool
Goodman Private Diversified Bond Pool
Dynamic Aurion Canadian Equity Fund Aurion Capital Management Inc.
Dynamic Aurion Tactical Balanced Fund Toronto, Ontario, Canada

Holdings for these business units and investment funds are not disclosed in this report,
but may be disclosed separately by the portfolio advisor.

DATED this 11th day of August, 2009.
GOODMAN & COMPANY,
INVESTMENT COUNSEL LTD.
Per: “Robert Cohen”
Name: Robert Cohen
Title: Vice President and Portfolio Manager