ITEM 3.02 Unregistered Sales of Equity Securities.

On September 14, 2012, Lone Star Gold, Inc. (the "Company") completed a sale of 653,595 shares of Common Stock, $0.001 par value per share, of the Company ("Shares"), to Fairhills Capital Offshore Ltd., a Cayman Islands exempted company ("Fairhills"). The Company sold the Shares at a price of $0.10 per share, resulting in total proceeds of approximately $65,360 to the Company. The sale of the Shares to Fairhills was pursuant to a Securities Purchase Agreement between the Company and Fairhills dated September 14, 2012 (the "Purchase Agreement").

The Purchase Agreement requires the Company to use commercially reasonable efforts to file an Amended Registration Statement on Form S-1 with the Commission covering the resale of the Shares within 30 days of the date of the sale of the Shares. In addition, the Company shall use its commercially reasonable efforts to have the Amended Registration Statement declared effective by the Commission as soon as practicable, but in no event later than the earlier of (i) 120 days after the deadline for filing of the Amended Registration Statement, or (ii) the 5thbusiness day after the date that the Company is advised that the Amended Registration Statement will not be reviewed or is not subject to further review. The Company may be liable to pay liquidated damages to Fairhills of up to 6% of the aggregate amount of proceeds if either of these deadlines is not met, due to the Company not using its reasonable efforts to meet the deadline.

The Purchase Agreement also contains price protection provisions. At the earlier of the date (the "Triggering Date") that (i) any Registration Statement covering resale of the Shares is declared effective, or (ii) the Shares may be sold under Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the Shares will be valued based on a 24.5% discount to the price of the Shares on the Triggering Date. If the Shares have an aggregate value of less than $50,000 using such discount, the Company will issue additional registered shares to Fairhills such that the total value of the Shares and the additional shares equals $50,000, based on the foregoing discounted price.

The proceeds of the sale of the Shares will be used to fund general corporate expenses associated with the Company's operations.

The issuance of the Shares to Fairhills was not registered under the Securities Act. Instead, the issuance was completed in reliance upon an exemption from registration under the Securities Act. Fairhills has represented to the Company that it is an accredited investor, as defined in Rule 501 of Regulation D, or is not a "US person" as defined in Regulation S. The shares of Common Stock issued to Fairhills 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.