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 110 OF THE SECURITIES ACT, 1988 (SASKATCHEWAN)
SECTION 92 OF THE SECURITIES ACT (MANITOBA)
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
SECTION 107 OF THE SECURITIES ACT (NOVA SCOTIA)
PROVINCE OF NEW BRUNSWICK
PROVINCE OF PRINCE EDWARD ISLAND
SECTION 102 OF THE SECURITIES ACT (NEWFOUNDLAND)

(a) The name and address of the eligible institutional investor.
GCIC Ltd. (“GCICL”)
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.

Since our last report filed on December 10, 2012, GCICL, on behalf of the
portfolios of investment funds and private client accounts managed by it, disposed
of 16,675,000 common shares of San Gold Corporation (“San Gold”). This
represents a decrease of GCICL’s position in San Gold by 4.98%, on an undiluted
basis, as at April 30, 2013.

(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.
GCICL, on behalf of the portfolios of investment funds and private client
accounts managed by it, exercises control or direction over 24,950,000 common
shares of San Gold. This represents an approximate 7.44% interest on an undiluted
basis, as at April 30, 2013.

(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,
Not applicable.
(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
Not applicable.
(iii) the eligible institutional investor, either alone or together with any
joint actors, has exclusive or shared control but does not have
ownership.
GCICL, on behalf of the portfolios of investment funds and private client
accounts managed by it, exercises control or direction over 24,950,000
common shares of San Gold. This represents an approximate 7.44% interest
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 acquired by GCICL, 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.
Not applicable.

(g) The names of any joint actors in connection with the disclosure required by
this Form.
Not applicable.

(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.
Not applicable.

(i) GCIC 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
GCICL pursuant to sections 5.1 and 5.2 of National Instrument 62-103:

Business Units
Aurion Capital Management Inc.

Investment Funds Portfolio Advisors
DMP Resources Class Goodman Investment Counsel Inc.
Dynamic Focus+ Resource Fund Toronto, Ontario, Canada
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 6th day of May, 2013.
GCIC LTD.
Per: “Robert Cohen”_______________________
Name: Robert Cohen
Title: Vice President and Portfolio Manager