ITEM 3.02 Unregistered Sales of Equity Securities.

On February 13, 2012, Lone Star Gold, Inc., a Nevada corporation (the "Company"), completed a private placement of 625,000 shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), to North American Gold Corp., a company formed under the laws of the Marshall Islands ("North American"). The Company sold the shares of Common Stock at a price of $0.48 per share, resulting in total proceeds of approximately $300,000 to the Company. The sale of the shares to North American represents the fourth sale of Common Stock under an Investment Agreement between the Company and North American, which was previously disclosed on the Company's Current Report on Form 8-K filed with the Commission on August 29, 2011 (the "Investment Agreement").

A portion of the proceeds will be used to fund the exploration and development of gold and silver mining concessions in the La Candelaria project in Chihuahua, Mexico, according to a work plan established for the project. The concessions to be explored are held by a Mexican company in which the Company has a majority ownership interest. The Company will also use the proceeds to fund the Company's obligations, including initial work commitment payments, under that certain Joint Venture Agreement, dated January 26, 2012 (the "Joint Venture Agreement"), between Amiko Kay, S. de R.L. de C.V., a company organized under the laws of Mexico that is a subsidiary of the Company, and Miguel Angel Jaramillo Tapia, a resident of Mexico. The Joint Venture Agreement covers a mine tailings project located in the city of Hidalgo del Parral in the state of Chihuahua, Mexico. Finally, a portion of the proceeds will be used for general corporate expenses associated with the Company's exploration and development activities.

The issuance of the shares of Common Stock to North American was not registered under the Securities Act of 1933. Instead, the sale was completed in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933. North American has represented to the Company that it is not a "US person" as defined in Regulation S, and that it is acquiring the securities issued by the Company for investment purposes only and not with a view towards distribution. The shares of Common Stock issued to North American will be "restricted securities" and any subsequent resale or transfer of those shares will have to be made pursuant to an exemption from or registration under the Securities Act of 1933, as amended.