Mineral Property Option Agreement

On June 13, 2012, Great American Energy, Inc. (the "Company") entered into the Mineral Property Option Agreement (the "Option Agreement") with GeoXplor Corporation, a Nevada corporation ("GeoXplor").

Pursuant to the Option Agreement, GeoXplor has granted the Company the exclusive right to acquire a 100% interest in and to 48 unpatented mining claims comprising approximately 7,680 acres of property located in and around Esmeralda County, Nevada (the "Option").

To exercise the Option, the Company must make cash payments to GeoXplor totaling $575,000 and fund improvement and mineral exploration projects on the property totaling $800,0000. The Company must satisfy the above-described conditions and exercise the Option no later than July 1, 2015. After exercise of the Option, GeoXplor will be granted a 3% net smelter royalty for any and all minerals mined and delivered from the property.

Subscription Agreement

On May 8, 2012, the Company entered into a Regulation S Subscription Agreement (the "Subscription Agreement") with Pacific Oil & Gas Investments Ltd. ("Pacific Oil"). Pursuant to the Subscription Agreement, the Company issued 277,778 "Units" to Pacific Oil in consideration of $250,000. Each "Unit" consisted of one share of the Company's common stock and one warrant to purchase a share of the Company's common stock for $1.30 per share.

The issuance of the Units to Pacific Oil pursuant to the Subscription Agreement was exempt from registration pursuant to Regulation S under the Securities Act of 1933 (the "Act"). The Registrant made this determination based on the representations of Pacific Oil which included, in pertinent part, that Pacific Gas is not a "U.S. Person" as that term is defined in Regulation S under the Act.

Item 9.01           Financial Statements and Exhibits

(d)      Exhibits

Exhibit
No.       Description

10.1      Mineral Property Option Agreement dated June 13, 2012*
10.2      Regulation S Subscription Agreement dated May 8, 2012*

*Filed herewith.