UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended November 30, 2011

For the quarter period ended May 31, 2012

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to __________

Commission file number 000-53420

SILLENGER EXPLORATION CORP.

(Name of registrant as specified in its charter)

NEVADA

45-3864001

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

277 Lakeshore Road East, Suite 206, Oakville. ON Canada

L6J 1H9

1560 Bayview Ave., Suite 305, Toronto, Ontario CANADA

M4G 3B8

(Address of principal executive offices)

(Zip Code)

905-582-2434

(647) 352-9090

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Small Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~

~~61,331,000~~Indicate ~~common~~the ~~shares~~number ~~issued~~of ~~and~~shares outstanding asof each of ~~January~~the 17issuer’s classes of common stock, ~~2012~~as of the latest practicable date.

89,381,000 common shares issued and outstanding as of July 13, 2012

SILLENGER EXPLORATION CORP.

INDEX

PART 1 - FINANCIAL INFORMATION .			1
	ITEM 1. FINANCIAL STATEMENTS .		1
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .		98
		Forward Looking Information .	98
		Business Environment .	98
		Results of Operation .	109
		Financial Condition and Liquidity .	109
		Expenses .	1110
		Plan of Operations .	1110
		Off-balance sheet arrangements .	1211
	ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK .		1211
	ITEM 4: CONTROLS AND PROCEDURES .		1211
		(a) Evaluation of Disclosure Controls and Procedures .	1211
		(b) Internal Controls over financial reporting .	1311
	ITEM 4A(T): CONTROLS AND PROCEDURES .		1312
PART II - OTHER INFORMATION .			1413
	ITEM 1. LEGAL PROCEEDINGS .		1413
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .		1413
		Unregistered Sales of Equity Securities .	1413
		Use of Proceeds .	1413
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES .		1413
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .		1413
	ITEM 5. OTHER INFORMATION .		1413
	ITEM 6. EXHIBITS .		1513
		Exhibits .	1513
SIGNATURES .			1514

Sillenger Exploration Corp.
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
	November 30,			February 28,
	2011			2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	30,448		$	509
Prepaid expenses		180,417			-
Advances (Note 6)		37,635			-
		248,500			509
Investment (Note 5)		1,320,502			-
Total Assets	$	1,569,002		$	509
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable (Note 6)	$	484,424		$	2,709,006
Accrued liabilities		386,151			28,885
Total liabilities		870,575			2,737,891
Subsequent Event (Note 10)
Commitment (Note 6)
Stockholders' equity (deficit)
Common stock $0.001 par value,
75,000,000 shares authorized
60,031,000 shares issued and outstanding (February 28, 2011: 40,811,000)		60,031			40,811
Additional paid-in-capital		4,354,770			3,514,139
Stock subscriptions received		69,106			-
Accumulated other comprehensive loss		(559,652	)		-
Accumulated deficit		(3,225,828	)		(6,292,332	)
Total stockholders' equity (deficit)		698,427			(2,737,382	)
Total liabilities and stockholders' equity (deficit)	$	1,569,002		$	509
The Notes to the Interim Consolidated Financial Statements are an integral part of these financial statements.

Page 1 of 15

Sillenger Exploration Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
														Cumulative From
	Three months ended November 30,							Nine months ended November 30,						February 14, 2007
														(Inception) to
		2011			2010			2011			2010			November 30, 2011
Revenues		$	-		$	-		$	-		$	-		$	-
Operating expenses:
General and administrative			102,148			150,719			215,119			506,631			1,214,346
Travel			47,541			172,793			80,544			312,958			656,510
Marketing and business development			161,137			15,891			287,252			104,391			951,960
Professional services			40,001			58,469			335,286			184,347			795,616
			350,827			397,872			918,201			1,108,327			3,618,432
Other income (expense):
Income from sale of rights (Note 5)			-			-			4,369,208			-			4,369,208
Foreign exchange (loss) gain			(487	)		(31,090	)		(18,302	)		(4,901	)		(116,603	)
			(487	)		(31,090	)		4,350,906			(4,901	)		4,252,605
(Loss) income before income tax expense			(351,314	)		(428,962	)		3,432,705			(1,113,228	)		634,173
Income tax expense			-			-			366,201			-			366,201
Net (loss) income			(351,314	)		(428,962	)		3,066,504			(1,113,228	)		267,972
Other Comprehensive Loss
Unrealized loss on investment (Note 5)			383,956			-			559,652			-			559,652
Comprehensive income (loss)		$	(735,270	)	$	(428,962	)	$	2,506,852		$	(1,113,228	)	$	(291,680	)
Net (loss) income per share (Note 8):
Basic		$	(0.01	)	$	(0.01	)	$	0.07		$	(0.03	)
Diluted		$	(0.01	)		(0.01	)		0.06			(0.03	)
Weighted average shares outstanding (Note 8):
Basic			56,454,516			40,811,000			47,114,855			40,811,000
Diluted			56,454,516			40,811,000			49,089,855			40,811,000
The Notes to the Interim Consolidated Financial Statements are an integral part of these financial statements.

Page 2 of 15

Sillenger Exploration Corp.

(An Exploration Stage Company)

~~Consolidated~~Interim ~~Statements~~Balance ~~of Cash Flows~~Sheets

							Cumulative From
		May 31, 2012			February 29, 2012
							February 14, 2007
		(Unaudited)
	Nine Months Ended November 30,						(Inception) to
ASSETS
	2011			2010			November 30, 2011
Current assets:
Cash Flows from Operating Activities
Cash	$	826		$	88,337
Net income (loss)	$	3,066,504		$	(1,113,228	)	$	267,972
Prepaid expenses		28,510			37,500
Items not affecting cash
Advances (Note 4)		-			48,480
Expenses paid by stock		152,583			-			152,583
		29,336			174,317
Non-cash income from sale of rights		(4,369,208	)		-			(4,369,208	)
Investment (Note 3)		1,012,748			2,088,723
Write-off of equipment		-			-			27,522
Total Assets	$	1,042,084		$	2,263,040
					-			-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
		(1,150,121	)		(1,113,228	)		(3,921,131	)
Current liabilities:
Changes in non-cash working capital items
Advances (Note 4)	$	49,598		$	-
Prepaid expenses		(25,000	)		-			(25,000	)
Accounts payable (Note 4)		1,264,213			1,279,358
Advances		(37,635	)		(191,520	)		(37,635	)
Accrued liabilities		23,450			19,950
Accounts payable		409,272			1,320,856			3,118,278
Total liabilities		1,337,261			1,299,308
Accrued expenses		357,266			5,845			386,151
Commitment and contingencies (Notes 1 and 4)
Cash Flows (Used in) Generated From Operating Activities		(446,218	)		21,953			(479,337	)
Stockholders' equity (deficit) (Note 5)
Cash Flows from Investing Activities
Common stock $0.001 par value,
Equipment acquired		-			(27,522	)		(27,522	)
300,00,000 shares authorized
Cash Flows used in Investing Activities		-			(27,522	)		(27,522	)
89,381,000 shares issued and outstanding		89,381			61,331
Cash Flows from Financing Activities
Additional paid-in-capital		4,751,982			4,422,032
Stock subscriptions received		69,106			-			69,106
Shares to be issued (Note 5)		-			100,000
Proceeds from issuance of common stock		407,051			-			468,201
Stock subscriptions received (Note 5)		-			255,500
Cash Flows Provided by Financing Activities		476,157			-			537,307
Accumulated other comprehensive income		(867,406	)		208,569
Net Increase (Decrease) in Cash		29,939			(5,569	)		30,448
Accumulated deficit		(4,269,134	)		(4,083,700	)
Cash, Beginning of Period		509			6,700			-
Total Stockholders' equity (deficit)		(295,177	)		963,732
Cash, End of Period	$	30,448		$	1,131		$	30,448
Total Liabilities and Stockholders' Equity (Deficit)	$	1,042,084		$	2,263,040
Supplemental Cash Flow Information
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-Cash Financing Transaction
Increase in paid-in capital from stock dividend	$	-		$	-		$	3,458,862
Increase in accumulated deficit for stock dividend	$	-		$	-		$	3,493,800

The Notes to the Interim ~~Consolidated~~ Financial Statements are an integral part of these financial statements.

Page 31 of 1514

Sillenger Exploration Corp.

(An Exploration Stage Company)

~~Notes~~Interim ToStatements ~~Interim~~of ~~Consolidated~~Comprehensive ~~Financial~~Income ~~Statements~~(Loss)

								Cumulative From
		Three Months Ended						February 14, 2007
		May 31,			May 31,			(Inception) to
		2012			2011			May 31, 2012
		(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	-		$	-
Operating expenses:
Contract fees (Note 4)		-			-			950,000
General and Administrative		39,275			18,156			1,303,369
Travel		84,217			1,885			751,522
Marketing and business development		969			-			977,928
Professional services		60,563			140,481			1,039,172
		185,024			160,522			5,021,991
Other income (expense):
Income from sale of rights (Note 3)		-			-			4,369,208
Foreign exchange (loss) gain		(410	)		(7,914	)		(122,551	)
		(410	)		(7,914	)		4,246,657
Income (loss) before income tax expense		(185,434	)		(168,436	)		(775,334	)
Income tax expense		-			-			-
Net income (loss)		(185,434	)		(168,436	)		(775,334	)
Other Comprehensive Loss
Unrealized gain/(loss) on investment (Note 3)		(1,075,975	)		-			(867,406	)
Comprehensive income (loss)	$	(1,261,409	)	$	(168,436	)	$	(1,642,740	)
Net income (loss) per share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding
Basic and Diluted		77,411,978			40,811,000

The Notes to the Interim Financial Statements are an integral part of these financial statements.

Page 2 of 14

Sillenger Exploration Corp.
(An Exploration Stage Company)
Interim Statements of Cash Flows

								Cumulative From
		Three Months Ended						February 14, 2007
		May 31,			May 31,			(Inception) to
		2012			2011			May 31, 2012

		(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
	Net income (loss)	$	(185,434	)	$	(168,436	)	$	(775,334	)
	Items not affecting cash
	Expenses paid by stock		-			-			270,500
	Non-cash income		-			-			(4,369,209	)
	Write-off of equipment		-			-			27,522
Changes in non-cash working capital items
	Prepaid expenses		8,990						8,990
	Accounts payable		(15,145	)		150,214			3,969,539
	Accrued expenses		3,500			1			3,500
	Advances		98,078			111,086			98,078

Cash Flows (Used in) Generated From Operating Activities			(90,011	)		92,865			(766,414	)

Cash Flows from Investing Activities
	Equipment acquired		-						(27,522	)

Cash Flows used in Investing Activities			-			-			(27,522	)

Cash Flows from Financing Activities
	Stock subscriptions received		-			-			-
	Proceeds from issuance of common stock		2,500			-			794,762

Cash Flows Provided by Financing Activities			2,500			-			794,762

Net Increase (Decrease) in Cash			(87,511	)		92,865			826
Cash, Beginning of Period			88,337			509			-

Cash, End of Period		$	826		$	93,374		$	826

Supplemental Cash Flow Information
	Interest paid	$	-		$	-		$	-
	Income taxes paid	$	-		$	-		$	-

Non-Cash Financing Transaction
	Increase in paid-in capital from stock dividend	$	-		$	-		$	3,458,862
	Increase in accumulated deficit for stock dividend	$	-		$	-		$	3,493,800

Page 3 of 14

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Interim Financial Statements

Unaudited

1 Basis of Presentation and Nature of Business

~~Sillenger~~The ~~Exploration~~accompanying ~~Corp.~~unaudited ~~(“Sillenger”~~interim orconsolidated ~~the~~financial statements (“~~Company~~interim statements”) ~~was~~are ~~incorporated~~denominated in ~~Nevada~~US$ onand ~~February~~have ~~14,~~been ~~2007. Sillenger~~prepared ispursuant anto ~~exploration~~the ~~stage~~rules ~~company~~ and ~~has~~regulations ~~not~~for ~~yet~~reporting ~~realized~~on ~~any~~Form ~~revenues~~10-Q. Accordingly, ~~from~~certain ~~its~~information ~~planned~~and ~~operations.~~disclosures ~~During~~required ~~the~~by ~~period~~generally ~~ended~~accepted ~~February~~accounting ~~28,~~principles ~~2008,~~for ~~the~~complete ~~Company~~financial ~~had~~statements ~~acquired~~are anot ~~100%~~included ~~interest~~herein. The ininterim ~~three~~statements ~~mining~~should ~~claims~~be read in conjunction with the ~~Bulkley~~financial ~~mining~~statements ~~district~~and ofnotes ~~British~~thereto ~~Columbia,~~included ~~Canada~~in ~~for~~the ~~cash~~Company’s ~~consideration~~latest ofAnnual ~~$379.~~Report Onon ~~May~~Form ~~15,~~10-K ~~2009~~for the ~~Company~~year ~~abandoned~~ended ~~the~~February ~~mineral~~29, ~~titles~~2012. The ~~and~~results ~~re-staked~~for ~~them~~the inthree ~~order~~months toended ~~reduce~~May ~~exploration~~31, ~~costs.~~2012 ~~The~~may ~~Company’s~~not ~~rights~~be toindicative ~~these~~of ~~claims~~the ~~expired~~results infor ~~June~~the ~~2011~~entire year.

OnInterim ~~May~~statements ~~26,~~are ~~2010,~~subject ~~Sillenger~~to ~~introduced~~possible ~~its~~adjustments ~~proprietary~~in ~~Claims~~connection ~~Licensing~~with ~~Program~~the ~~(“CLP~~annual “)audit ~~which~~of isthe ~~designed~~Company’s toaccounts ~~help~~for ~~governments~~the tofiscal ~~provide~~year aending ~~fast-track~~February ~~process~~29, ~~for~~2013. In ~~issuing~~ the ~~necessary~~Company’s ~~documentation~~opinion, toall ~~resource~~adjustments ~~companies.~~necessary ~~The~~for ~~system~~a ~~helps~~fair ~~reduce~~presentation ~~risk~~of tothese ~~exploration~~interim ~~companies~~statements ~~and~~have ~~helps~~been ~~market~~included aand ~~country~~are asof ana ~~attractive~~normal ~~investment~~and ~~destination~~recurring nature.

~~On June 1, 2010,~~ Sillenger, ~~through~~Exploration ~~its business partnership with FCMI Global Inc~~Corp. (“~~FCMI~~Sillenger”), ~~whereby~~or ~~FCMI~~the ~~assigned~~“Company”) ~~trademarks,~~was ~~intellectual~~incorporated ~~properties, contracts and agreements to Sillenger~~ in ~~exchange~~Nevada ~~for~~on 5%February ~~(percent)~~14, of 2007. Sillenger’s ~~annual~~is ~~net~~an ~~income~~exploration ~~per~~stage ~~Sillenger’s~~company ~~audited~~and ~~financial~~has ~~statements,~~not ~~entered~~yet ~~into~~realized aany ~~contract~~revenues ~~with~~from ~~the~~its ~~Government~~planned ~~of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of certain specific areas of Equatorial Guinea~~operations. ~~The~~ ~~survey~~During ~~was~~the toperiod ~~provide~~ended ~~the~~February ~~Ministry~~29, ~~of Mines~~2008, ~~Industry~~the ~~and~~Company ~~Energy~~had ofacquired ~~Equatorial Guinea~~ a ~~geological~~100% ~~database~~interest ofin ~~the~~three ~~region~~mining ~~highlighting~~claims in the ~~locations~~Bulkley ~~where~~mining ~~there~~district ~~may be the presence~~ of ~~mineral,~~British ~~hydrocarbon or groundwater deposits~~Columbia, ~~and~~Canada afor ~~preliminary~~cash ~~identification~~consideration of ~~subsurface~~$379. ~~structures~~On ~~which~~May ~~may~~15, ~~present exploration potential~~2009, ~~and to identify~~ the ~~likeliest~~Company ~~exploration~~abandoned ~~targets within those deposits. In exchange, Sillenger was granted~~ the mineral titles and ~~hydrocarbon~~re-staked ~~rights~~them ~~to 15% of the claim blocks~~ in ~~the~~order ~~entire~~to ~~area~~reduce ~~surveyed,~~exploration ascosts. ~~chosen~~The byCompany’s ~~Sillenger,~~rights ~~as well as a preferential right~~ to ~~any~~these ~~other~~ claims ~~that~~expired ~~Sillenger desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred~~ in ~~negotiating~~June ~~trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger~~2011.

On May 26, 2010, Sillenger introduced its proprietary Claims Licensing Program (“CLP”) which is designed to help governments to provide a fast-track process for issuing the necessary documentation to resource companies. The system helps reduce risk to exploration companies and helps market a country as an attractive investment destination.

On June 1, 2010, Sillenger, through its business partnership with FCMI Global Inc. (“FCMI”), whereby FCMI assigned trademarks, intellectual properties, contracts and agreements to Sillenger in exchange for 5% (percent) of Sillenger’s annual net income per Sillenger’s audited financial statements, entered into a contract with the government of the Republic of Equatorial Guinea to conduct an airborne geophysical survey of certain specific areas of Equatorial Guinea. The survey was to provide the Ministry of Mines, Industry and Energy of Equatorial Guinea a geological database of the region highlighting the locations where there may be the presence of mineral, hydrocarbon or groundwater deposits, and a preliminary identification of subsurface structures which may present exploration potential, and to identify the likeliest exploration targets within those deposits. In exchange, Sillenger was granted the mineral and hydrocarbon rights to 15% of the claim blocks in the entire area surveyed, as chosen by Sillenger, as well as a preferential right to any other claims that Sillenger desires. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

On June 11, 2010, Sillenger retained Fugro Airborne Surveys, a subsidiary of Fugro Group, to conduct the airborne geophysical survey of the Rio Muni region of Equatorial Guinea. The survey would have helped to reveal the locations of potential deposits, and provide a detailed reading of the subsurface structures.

In October 2010, the Company entered into negotiations to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. [formerly Brilliant Mining Corp.] (“Brilliant”) and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant (“~~Unit~~unit”) [with a 4 month escrow] (Note 53) in exchange for Ivory acquiring from Sillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each ~~Unit~~unit consists of one common share of Brilliant and one ~~Common~~common ~~Share~~share purchase warrant. Each ~~Warrant~~warrant will entitle the holder thereof to acquire one ~~Common~~common ~~Share~~share of Brilliant upon the payment of $0.45 per ~~Warrant~~warrant at any time until 24 months following the date of issuance. As part of the agreement, amounts payable to FCMI were forgiven. On July 12, 2011, the Company closed its transaction with Ivory, Brilliant and others.

OnPage ~~September~~4 16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining, hydrocarbons, water, and other natural resource projects. A non-executive director of the Company is also a shareholder of First African (Note 6). The compensation payable under this agreement is dependent on and contingent upon the Company obtaining financing and entering into a contract with a target country, and the Company receiving financing for the performance of the contract.14

On November 25, 2011, Sillenger entered into an agreement with the Republic of Benin (“Benin”) (“Agreement”). Pursuant to the terms of the Agreement, Sillenger will conduct an airborne geophysical survey of the landmass of Benin and the offshore territory in the Gulf of Guinea (“Survey”). The purpose of the survey is to compile a geophysical information database of Benin’s mining, hydrocarbon and water deposits, and analyze such data to identify the likeliest exploration targets within those deposits for potential mining and exploration opportunities. The Government is particularly interested in the potential size of some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the Agreement is two (2) years from the date of the Agreement, which can be extended by agreement of the parties.

Under the Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of the Airborne Survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Agreement requires Benin to provide the required permits, licenses etc. to conduct the Survey and to pursue any mining and or exploration opportunities.

Page 4 of 15

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Interim ~~Consolidated~~ Financial Statements

Unaudited

21 Basis of Presentation and Nature of Business (continued)

~~The~~On ~~accompanying~~September ~~unaudited~~16, ~~interim~~2011, ~~consolidated~~Sillenger ~~financial~~entered ~~statements~~into ~~(“interim~~an ~~statements”)~~agreement ~~are~~with ~~denominated~~First inAfrican ~~US$~~Exploration ~~and~~Corp. ~~have~~(“First ~~been~~African”), ~~prepared~~whereby ~~pursuant~~First toAfrican will serve as the ~~rules~~Company’s ~~and~~exclusive ~~regulations~~representative for ~~reporting~~obtaining, onnegotiating ~~Form~~and ~~10-Q~~performing incontracts ~~accordance~~ with ~~U.S~~countries ~~GAAP. Accordingly,~~in ~~certain~~Africa ~~information~~ and ~~disclosures~~the ~~required~~Middle byEast, ~~generally~~in ~~accepted~~connection ~~accounting~~with ~~principles~~mining, ~~for~~hydrocarbons, ~~complete~~water, ~~financial~~and ~~statements~~other ~~are~~natural ~~not~~resource ~~included herein~~projects. ~~The~~ ~~interim~~Sillenger’s ~~statements~~obligations ~~should~~under bethis ~~read~~agreement ininclude: ~~conjunction~~use ~~with~~of ~~the~~First ~~financial~~African ~~statements~~on ~~and~~an ~~notes~~exclusive ~~thereto~~basis, ~~included~~pay inset-up ~~the~~(Note ~~Company’s~~4) ~~latest~~and ~~Annual~~execution ~~Report~~fees onto ~~Form~~First ~~10-K. The~~African ~~results~~ for the ~~three~~services provides and ~~nine~~for ~~month~~country ~~periods~~contracts ~~ended~~successfully ~~November 30~~procured, ~~2011,~~include ~~may~~First ~~not~~African bein ~~indicative~~any oflocal, ~~the~~regional ~~results~~or ~~for~~international ~~the~~ventures ~~entire~~as ~~year~~a 10% shareholder.

~~Interim~~On ~~statements~~November ~~are~~25, ~~subject~~2011, toSillenger ~~possible~~entered ~~adjustments~~into inan ~~connection~~agreement with the ~~annual~~Republic ~~audit~~of Benin (“Benin Agreement”). Pursuant to the terms of the ~~Company’s~~Benin ~~accounts~~Agreement, ~~for~~Sillenger will conduct an airborne geophysical survey of the ~~fiscal~~landmass ~~year~~of ~~2012~~Benin and the offshore territory in the Gulf of Guinea. InThe purpose of the ~~Company~~survey is to compile a geophysical information database of Benin’s ~~opinion~~mining, ~~all~~hydrocarbon ~~adjustments~~and ~~necessary~~water ~~for~~deposits, aand ~~fair~~analyze ~~presentation~~such ofdata ~~these~~to ~~interim~~identify ~~statements~~the ~~have~~likeliest ~~been~~exploration ~~included~~targets ~~and~~within ~~are~~those ofdeposits afor ~~normal~~potential mining and ~~recurring~~exploration ~~nature~~opportunities. The ~~accompanying~~government ~~interim~~is ~~statements~~particularly interested in the potential size of some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the ~~Company~~Benin ~~include~~Agreement is two (2) years from the ~~accounts~~date of ~~Sillenger~~the ~~and~~Benin ~~its~~Agreement, ~~wholly~~which ~~owned~~can ~~subsidiaries~~be extended by agreement of the parties. The ~~Intercompany~~execution ~~transactions~~of ~~and~~the ~~balances~~Benin Agreement was to have been ~~eliminated.~~started ~~Significant~~by ~~accounting~~May ~~policies~~25, ~~include:~~2012, failing which the Government of the Republic of Benin has an option to terminate.

~~Investments~~Under the Benin Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of airborne survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Benin Agreement requires the Republic of Benin to provide the required permits, licenses, etc. to conduct the survey and to pursue any mining and or exploration opportunities.

The Company ~~has~~is ~~classified~~currently ~~its~~in ~~investment~~the asprocess ~~available~~of ~~for~~exploring ~~sale~~potential ~~and~~sources ~~recorded it at fair market value and any associated gain or loss, net~~ of ~~tax,~~financing isfor ~~recorded~~the asBenin ~~“other comprehensive income (loss)”~~Agreement.

32 Going Concern

Sillenger has ~~recurring~~negative ~~operating~~working ~~losses~~capital of $1,307,925 and ~~has~~an accumulated deficit during the exploration stage of $34,~~225~~269,~~828~~134 as of ~~November~~May 3031, ~~2011~~2012. Sillenger's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Sillenger has not realized any revenues from operations. Without raising additional capital or realization of its investments, there would be substantial doubt about Sillenger’s ability to continue as a going concern. Sillenger's management plans on raising cash from public or private debt or equity financing, on an as needed basis, and in the longer term, from revenues from the acquisition and exploration and development of mineral interests, if found. Sillenger's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

~~4 Recently~~Page ~~Issued~~5 ~~Accounting~~of ~~Pronouncements~~14

In September 2011, the FASB issued new accounting guidance intended to simplify goodwill impairment testing. Entities will be allowed to perform a qualitative assessment on goodwill impairment to determine whether it is more likely than not (defined as having a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011. The Company does not expect this guidance will have a material impact on its results of operations or financial position

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The Company has early-adopted this guidance.

In May 2011, the FASB issued amendments to fair value measurement and disclosure requirements. This guidance amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. This includes clarification about the application of existing fair value measurement and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. In addition, to improve consistency in application across jurisdictions, some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word ―shall rather than ―should to describe the requirements in U.S. GAAP). This amended guidance is to be applied prospectively and is effective for the Company beginning with its third quarter of fiscal year 2012. The Company is currently evaluating this guidance and has not yet determined the impact the adoption will have on its consolidated financial statements.

Page 5 of 15

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Interim ~~Consolidated~~ Financial Statements

Unaudited

5 3 Investment

~~Represents~~Investment represents 7,407,407 Units (“Units”), of Brilliant, a publicly traded entity on the Toronto Venture Stock Exchange. Each Unit, with a fair market value of approximately of $0.2525CDN at the time of initial recognition, consists of one common share of Brilliant and one ~~Common~~common ~~Share~~share purchase warrant. Each ~~Warrant~~warrant will entitle the holder thereof to acquire one ~~Common~~common ~~Share~~share of Brilliant ~~Mining~~ upon the payment of $0.4545CDN per ~~Warrant~~warrant at any time until 24 months following the date of issuance.

The shares have been valued using observable ~~market~~and unobservablemarket prices and the warrants have been valued using the Black -Scholes option-pricing model.

~~These~~The Units were received during the year ended February 29, 2012, as part compensation ~~for~~to Sillenger for giving up its rights pertaining to Sillenger’s agreement with the ~~Government~~government of the Republic of Equatorial Guinea. In addition, as part of this agreement, amounts payable by Sillenger to FCMI of $2,489,054 were forgiven.

On ~~July~~May 1231, ~~2011~~2012, ~~upon closing~~ the ~~above~~fair ~~transaction,~~value of the ~~Company~~Units ~~recorded~~of Brilliant was $41,~~369~~012,~~208~~748. asThe ~~“Other~~fair ~~income”~~value ~~consisting~~ of ~~$2,489,054~~the ~~representing~~Units ~~amounts~~consists ~~payable~~of bythe ~~Sillenger~~fair tomarket ~~FCMI,~~value ~~now~~of ~~forgiven,~~the ~~and~~shares of $1932,~~880,154~~244 ~~representing~~and the fair value onof ~~July~~warrants ~~12,~~valued ~~2011~~using the Black-Scholes option-pricing model of $80,504. The decrease in the value of the Units from February 29, 2012 of ~~Brilliant~~$1,075,975 was recorded as a component of other comprehensive income as “Unrealized loss on investment”.

OnThe ~~August~~key ~~31,~~inputs ~~2011,~~used ~~the~~in ~~fair value (“FV”) of~~ the ~~Units~~May ~~of Brilliant was $1~~31,~~704,458.~~ ~~The~~2012 FVand ofFebruary ~~the Units consists of the fair market value of the shares of $1~~29,~~481,481~~ ~~and~~2012 fair value ofcalculations ~~warrants valued using the Black Scholes model~~ of ~~$222,977. The reduction in~~ the ~~value~~warrants ofare ~~the Units of $175,696 was recorded~~ as ~~a component of Other comprehensive loss as “Unrealized loss on investment”.~~follows:

On November 30, 2011, the fair value of the Units of Brilliant was $1,320,502. The FV of Units consists of the fair market value of the shares of $1,161,600 and fair value of warrants valued using the Black Scholes model of $158,902. The reduction in the value of the Units from the previous measurement date of August 31, 2011 of $383,956 was recorded as a component of Other comprehensive loss as “Unrealized loss on investment”.

	May 31, 2012			February 29, 2012

Current exercise price	$	0.45CDN		$	0.45CDN
Time to expiration (in years)		1.00			1.25
Risk-free interest rate		1.00	%		1.10	%
Estimated volatility		99	%		93	%
Dividend	NIL			0
Stock price at period end date	$	0.13CDN		$	0.23CDN

64 Related Party Transactions ~~and Commitment~~

On April 28, 2011, Sillenger entered into an agreement with a ~~non-executive~~former director to compensate him for his role in procuring the agreements with the government of the Republic of Equatorial Guinea. Under the terms of the agreement, Sillenger has agreed to pay $150,000 and issue 2,000,000 ~~shares of~~ Sillenger’s common shares (~~Note~~note 75). The $150,000 payment was contingent upon raising $400,000 of equity financing. The $150,000 ~~has~~was ~~been~~recognized ~~recorded~~ as an expense for the ~~quarter~~year ended ~~November~~February 3029, ~~2011 and $130,000 of this amount remains unpaid as of November 30, 2011 and is included in accounts payable~~2012.

As of ~~November~~February 3029, ~~2011~~2012, the Company had ~~advanced~~received advances of $3749,~~635~~598 tofrom First African in accordance with the terms of the agreement signed with First African (“First African Agreement”) on September 16, 2011. Pursuant to the same agreement, as of February 29, 2012, the Company had advanced $48,480 to First African. The advance is for short-term working capital financing and is interest free. A former non-executive director of Sillenger is a part shareholder of First African.

~~Sillenger~~Under the terms of the First African Agreement, First African has atwo ~~commitment~~primary ~~with~~obligations: ~~respect~~one, assist Sillenger to procure and set-up country contracts in Africa and the ~~foregoing~~Middle ~~agreement~~East asand two, assist with the execution phase of the contracts procured. First African is entitled to a fee ~~(herein~~for ~~referred~~the tosuccessful ascompletion of each of the ~~“Country~~two ~~Fee”)~~phases. ~~for~~The ~~its~~Company ~~efforts~~and inFirst ~~assisting~~African ~~Sillenger~~agreed into ~~successfully~~a ~~procuring~~fee of $950,000 for successful implementation of the ~~agreement~~set-up phase of the contract with the Republic of Benin ondated November 25, 2011. The ~~amount~~fee of ~~the~~$950,000 ~~Country~~is ~~Fee~~due isimmediately ~~yet~~and tohas bebeen ~~determined~~included ~~and~~as ~~the~~accounts ~~timing~~payable as of ~~payment~~May is31, ~~dependent~~2012. Should ~~upon~~this ~~the~~fee ~~completion~~not ofbe ~~certain~~paid ~~milestones.~~by ~~The~~November ~~aforementioned~~30, ~~non-executive~~2012, ~~director~~the ofunpaid ~~Sillenger~~amount iswill ~~also~~be asubject ~~part~~to ~~shareholder~~an ofannual ~~First~~interest ~~African~~rate of 9%.

~~Included~~On inJune ~~general~~5, ~~and~~2012, ~~administration~~the ~~expenses~~Company ~~for~~engaged the ~~nine~~services ~~month~~of ~~period~~First ~~ended~~African ~~November~~to ~~30,~~assist ~~2011~~in issecuring ~~Canadian~~the ~~$87,059~~project ~~(2010~~financing -for ~~$0)~~the ofCompany's ~~reimbursable~~Airborne ~~business~~Geophysical ~~expenses~~Survey ~~incurred~~project ~~by the CEO and President~~ in ~~the ordinary course of business~~Benin. At ~~November~~The ~~30,~~engagement ~~2011,~~specifies ~~Canadian~~that ~~$15,138~~Sillenger ~~(February~~will ~~28,~~pay ~~2011~~a –yet ~~Canadian~~to ~~$5,765)~~be ofdetermined ~~these~~fee ~~expenses~~to ~~remain~~First ~~unpaid~~Africa ~~and~~upon ~~included~~successful inclosing ~~accounts~~of ~~payable~~the financing.

~~7 Stockholders’~~Page ~~Equity~~6 ~~(Deficit)~~of 14

At inception, Sillenger issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash. During the period ended February 28, 2008, Sillenger issued 2,823,600 shares of stock for $48,150 cash. During the year ended February 28, 2010, the Company issued 50,000 shares of stock for $10,000 cash. Also, during the year ended February 28, 2010, the Company declared a 6 to 1 stock dividend valued at $0.10 per share at the grant date resulting in the issuance of 34,938,000 shares and a non-cash transaction recorded to additional paid-in capital of $3,458,862 and accumulated deficit of $3,493,800.There were no transactions affecting shareholders’ deficit in the year ended February 28, 2011 and for the quarter ended May 31, 2011 other than the net loss. During quarters ended August 31, 2011 and November 30, 2011, the Company issued shares pursuant to the following transactions:

Page 6 of 15

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Interim ~~Consolidated~~ Financial Statements

Unaudited

75 Stockholders’ Equity ~~(Continued)~~

OnAt ~~July 27~~inception, ~~2011,~~Sillenger ~~the~~issued ~~Company~~3,000,000 ~~closed~~shares aof ~~private~~stock ~~placement~~to of its ~~common~~founding ~~stock~~shareholder ~~units~~for at $03,000 cash.05 ~~per~~During ~~unit.~~the ~~Each~~period ~~common~~ended ~~stock~~February ~~unit~~29, ~~consisted~~2008, ofSillenger ~~(i)~~issued ~~one~~2,823,600 ~~share~~shares of ~~the~~stock ~~Company's~~for ~~common~~$48,150 ~~stock~~cash. (During the ~~"Shares")~~year ~~and~~ended ~~(ii)~~February a28, ~~two-year~~2010, ½the ~~warrant~~Company toissued ~~purchase 0.~~50,000 shares of ~~the~~stock ~~Company's~~for ~~common~~$10,000 ~~stock~~cash. ~~The~~Also, ~~exercise~~during ~~price~~the ~~applicable~~year toended February 28, 2010, the ~~Warrants~~Company isdeclared a 6 to 1 stock dividend valued at $0.10 per ~~Share.~~share ~~The~~at ~~Company~~the ~~issued~~grant ~~and~~date ~~sold~~resulting anin ~~aggregate~~the issuance of 434,~~400~~938,000 ~~units~~shares ~~receiving~~and ~~proceeds~~a non-cash transaction recorded to additional paid-in capital of $~~230~~3,~~544~~458,862 and accumulated deficit during exploration stage of $3,493,800. There were no transactions affecting stockholders’ deficit in the year ended February 28, 2011 other than the net loss, being the comprehensive loss. During the year ended February 29, 2012, the Company issued shares pursuant to the following transactions:

On ~~August~~July 527, 2011, the Company issued and sold an aggregate of 4,~~000~~400,000 ~~shares of its~~ common stock ~~for~~units at a ~~one~~purchase ~~year~~price ~~consulting~~of ~~services agreement at~~ $0.0405 per ~~share.~~unit ~~The~~receiving ~~agreement~~proceeds isof ~~with~~$230,544. anEach ~~independent~~unit ~~energy~~is ~~consultant~~comprised ~~specializing~~of in(i) ~~the~~one ~~prospect~~share ~~evaluation,~~of ~~reserve~~the ~~assessment,~~Company's ~~risk~~common ~~evaluation,~~stock ~~subsurface geological~~ and ~~geophysical~~(ii) ~~interpretation,~~a ~~and~~two-year ~~database~~½ ~~management.~~warrant Onto ~~August~~purchase 8,0.50 ~~2011, the Company issued 2,000,000~~ shares of ~~its~~the Company's common stock. atThe ~~$0.04~~exercise ~~per~~price ~~share~~applicable to ~~a director as part consideration for his efforts in closing~~ the ~~contract~~warrants ~~with~~is ~~the~~$0.10 ~~Government~~per ~~of the Republic of Equatorial Guinea~~share.

On ~~September~~August 125, 2011, the Company ~~closed~~issued a4,000,000 ~~private~~shares ~~placement~~ of its common stock ~~units~~for a one year consulting services agreement at $0.0504 per ~~unit~~share. ~~Each~~The ~~common~~agreement ~~stock~~is ~~unit~~with ~~consisted~~an ofindependent ~~(i)~~energy ~~one~~consultant ~~share~~specializing ofin the ~~Company's~~prospect ~~common~~evaluation, ~~stock~~reserve ~~(the~~assessment, ~~"Shares")~~risk ~~and~~evaluation, ~~(ii)~~subsurface ageological ~~two-year~~and ½geophysical ~~warrant~~interpretation, toand ~~purchase~~database 0management.50 ~~shares~~On ofAugust 8, 2011, the Company's issued 2,000,000 shares of its common stock. ~~The~~at ~~exercise~~$0.04 ~~price~~per ~~applicable~~share to ~~the~~a ~~Warrants~~director isas ~~$0.10~~part ~~per~~consideration ~~Share.~~for ~~The~~his ~~Company~~efforts ~~issued~~in ~~and~~closing ~~sold~~the ancontract ~~aggregate~~with ofthe ~~3,500,000~~government ~~units~~of ~~receiving~~the ~~proceeds~~Republic of ~~$176,508~~Equatorial Guinea.

On September 12, 2011, the Company issued and sold an aggregate of 3,500,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $176,508. Each unit is comprised of (i) one share of the Company's common stock and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per share.

On September 14, 2011, the Company issued 200,000 shares of its common stock at $0.04 per share to a consulting firm as one time consideration for advice regarding financing matters.

On September 23, 2011, the Company issued 1,500,000 shares of its common stock at $0.04 for a sixteen month administrative services agreement commencing September 1, ~~2011~~2012. The agreement is with an independent consultant for ~~book keeping~~bookkeeping, contracts proofing and administration services.

On November 7, 2011, the Company executed debt settlement agreement with one of its creditors. The Company issued 3,620,000 shares at $0.04 to settle a payable balance amounting to $144,800.

AsOn ofDecember ~~November 30~~6, 2011, the Company issued and ~~2010~~sold ~~there~~an ~~were~~aggregate 60of 1,~~031~~300,000 ~~and~~common 40stock units at a purchase price of $0.05 per unit receiving proceeds of $68,~~811,000~~561. ~~shares~~Each ~~respectively~~unit is comprised of (i) one share of the Company's common stock ~~issued~~ and ~~outstanding~~(ii) a two-year ½ warrant to purchase 0. 50 shares of the Company's common stock. The exercise price applicable to the warrants is $0.10 per Share.

~~8 Earnings~~On ~~Per~~January ~~Share~~30, 2012, the Board of Directors approved the increase in the Company’s authorized shares from 75,000,000 to 300,000,000.

~~There~~On ~~are~~February ~~potential~~2, ~~common~~2012, ~~shares~~the Company executed debt settlement agreement with one of 1its creditors. The Company issued 2,~~975~~500,000 ~~related~~shares at $0.04 to ~~the~~settle ~~Company’s~~a ~~outstanding~~payable ~~warrants.~~balance ~~The~~amounting ~~potentially~~to ~~dilutive~~$100,000. ~~effect~~As of ~~these~~February ~~warrants~~29, ~~has~~2012, ~~not~~the $100,000 amount settled had been included inas “shares to be issued” on the ~~denominator~~balance ~~for~~sheet; ~~periods~~the inshares ~~which~~were ~~their~~issued ~~effect~~on ~~would~~March be3, ~~anti-dilutive~~2012.

~~The~~On ~~reconciliation~~April of13, 2012, the ~~number~~Company issued and sold an aggregate of ~~shares~~25,550,000 ~~used~~common tostock ~~calculate~~units ~~the~~at ~~diluted~~a ~~loss~~price of $0.01 per ~~share~~unit isreceiving ~~calculated~~proceeds of $258,000. $255,500 of these proceeds were received in February 2012, and were shown as ~~follows:~~ “stock subscriptions received” on the balance sheet as of February 29, 2012.

	For the three month period ended						For the nine month period ended
	2011			2010			2011		2010
NUMERATOR
Net loss for the period		(735,270	)		(428,962	)		2,506,982		(1,113,228	)
								.
DENOMINATOR
Weighted average number of shares outstanding		56,454,516			40,811,000			47,114,855		40,811,000
Dilutive effect of :
Warrants		--			--			1,975,000		--
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		56,454,516			40,811,000			49,089,855		40,811,000

Page 7 of 14

Subsequent to period end the Company issued 1,300,000 common stock, each with a ½ warrant to purchase 0.50 shares, see Note 9.

Page 7 of 15

Sillenger Exploration Corp.

(An Exploration Stage Company)

Notes To Interim Consolidated Financial Statements

Unaudited

9 Financial Instruments

Fair Value of Financial Instruments Hierarchy

ASC Topic-820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level l) and the lowest priority to unobservable inputs (Level 3). The three levels are as follows:

Level l -Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 includes marketable securities such as listed equities and U.S. government treasury securities.

Level 2 -Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using industry standard models or other valuation methodologies. These models consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, current market and contractual prices for the underlying instruments as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include over the counter forwards, options and repurchase agreements.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs. At each balance sheet date, the Company performs an analysis of all instruments subject to ASC Topic-820 and includes in Level 3 all of those whose fair value is based on significant unobservable inputs.

The Company classifies the Common Shares of Brilliantas Level 1 inputs and the common share purchase warrants as Level 2 inputs, both of which are measured at fair value, see Note 5. The carrying amounts of cash, advances, accounts payable and accrued liabilities approximate their fair value.

10 Subsequent Event

On December 6, 2011, the Company issued and sold an aggregate of 1,300,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $69,106. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share. In this closing, a total of 1,300,000 Shares were issued and the total number of shares of common stock issuable upon exercise of the 650,000 Warrants at the exercise price is 325,000 in aggregate. As of November 30, 2011, the Company had fully received subscriptions towards this placement of $69,106.

Page 8 of 15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Information

This section includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Business Environment

The disruptions in the credit and financial markets ~~through~~and ~~2010and~~the ~~into~~current ~~2011~~economic situation in Europe have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While 2011 ~~has~~seemingly ~~seen~~was a ~~lot~~turnaround ofperiod for ~~political~~stock markets, and ~~economic~~a ~~uncertainties~~muted positive improvement in ~~Europe~~consumer optimism and ~~Middle~~general ~~East~~business conditions, the global economy, ~~continues~~still appears to be somewhat tepid, and it is still difficult for many junior resource companies to obtain financing. These market conditions could continue to make it difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital on the equity markets also may not be available on terms acceptable to us or at all.

OnWe ~~May~~are 26a start-up, ~~2010~~pre-exploration-stage company, ~~Sillenger~~and ~~introduced~~have ~~its~~not ~~proprietary~~yet ~~CLP~~generated ~~Claims~~or ~~Licensing~~realized ~~Program~~any ~~which~~revenues isfrom ~~designed~~our tobusiness ~~help~~operations. We ~~governments~~must raise additional capital in order to ~~provide~~continue to implement our plan and stay in business. Sillenger has acquired a ~~fast-track~~100% ~~process~~interest ~~for~~in ~~issuing~~three mineral claims located in the ~~necessary~~Atlin ~~documentation~~Mining toDivision, ~~resource~~British ~~companies~~Columbia, Canada, in consideration for CDN$379 (the "Bulkley mineral claims"). ~~The~~On ~~system~~May ~~helps~~15, ~~reduce~~2009 ~~risk~~the Company abandoned the mineral titles and re-staked them in order to reduce exploration ~~companies~~costs. ~~and~~The ~~helps~~Company’s ~~market~~rights ato ~~country~~these asclaims anexpired ~~attractive~~in ~~investment~~June ~~destination~~2011.

On ~~June~~May 126, 2010, Sillenger, ~~through~~introduced its ~~business~~proprietary ~~partnership~~Claims ~~with~~Licensing ~~FCMI~~Program ~~Global Inc.,~~ (“~~FCMI~~CLP”) ~~whereby~~which ~~FCMI~~is ~~assigned~~designed ~~trademarks,~~to ~~intellectual~~help ~~properties,~~governments ~~contracts and agreements~~ to ~~Sillenger~~provide ~~in exchange for 5% (percent) of Sillenger’s annual net income per Sillenger’s audited financial statements, entered into~~ a ~~contract~~fast-track ~~with~~process ~~the~~for ~~Government~~issuing of the ~~Republic~~necessary ofdocumentation ~~Equatorial Guinea~~ to ~~conduct~~resource ~~an airborne geophysical survey of certain specific areas of Equatorial Guinea~~companies. The ~~survey~~system ~~was~~helps toreduce ~~provide~~risk the Ministry of Mines, Industry and Energy of Equatorial Guinea a geological database of the region highlighting the locations where there may be the presence of mineral, hydrocarbon or groundwater deposits, and a preliminary identification of subsurface structures which may present exploration potential, and to ~~identify the likeliest~~ exploration ~~targets~~companies ~~within those deposits. In exchange, Sillenger was granted the mineral~~ and ~~hydrocarbon~~helps ~~rights~~market toa ~~15%~~country ~~of the claim blocks in the entire area surveyed,~~ as ~~chosen~~an byattractive ~~Sillenger,~~investment ~~as well as a preferential right to any other claims that Sillenger desires~~destination. The business partnership with FCMI entailed fully reimbursing FCMI for expenses it incurred in negotiating trademarks, intellectual properties, contracts and agreements that were assigned to Sillenger.

In October 2010, the Company entered into negotiations to finance the cost of this survey. As part of these negotiations, Sillenger fully assigned its commitment with Fugro Airborne Surveys to a third party. On April 28, 2011, Sillenger executed an agreement with Ivory Resources Inc. (“Ivory”), Brilliant Resources Inc. (formerly Brilliant Mining Corp.) (“Brilliant”) and others, whereby Sillenger agreed to accept and receive 7,407,407 units of Brilliant (“Unit”) [with a 4 month escrow] in exchange for Ivory acquiring from Sillenger the agreement with the government of the Republic of Equatorial Guinea, which included certain preferential rights to request mining and/or oil concessions. Each Unit consists of one common share of Brilliant and one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share of Brilliant upon the payment of $0.45 per Warrant at any time until 24 months following the date of issuance. As part of the agreement, ~~all the assets of FCMI Global Inc., including the~~ amounts ~~receivable~~payable ~~from Sillenger Exploration Corp., would be transferred~~ to aFCMI ~~newly~~were ~~set up wholly owned subsidiary of Sillenger~~forgiven. On, ~~May 5, 2011, the Company incorporated a fully owned subsidiary in Ontario, Canada. On~~ July 12, 2011, the Company closed its transaction with Ivory ~~Resources~~, Brilliant ~~Mining~~ and others.

InPage ~~early~~8 ~~August 2011, Sillenger accepted an invitation to travel to Africa to meet with senior government officials in a number~~ of West African countries. The purpose of the trip was to present the Sillenger/Government partnership model for helping to attract foreign capital investment, and to discuss mutually beneficial business development opportunities. On August 11, 2011, Sillenger entered into a Memorandum of Understanding (“MOU”) to form a partnership with the Government of the Republic of Benin, which has a strong desire to drive its economic growth by developing its mining and oil industries. 14

OnThe ~~September~~transaction ~~16,~~fits ~~2011,~~into Sillenger’s ~~entered~~business ~~into~~model anas ~~agreement~~the ~~with~~Brilliant ~~First~~Units ~~African~~represent ~~Exploration~~Sillenger’s ~~Corp,~~carried ~~whereby~~interest ~~First~~in ~~African~~the ~~will~~Equatorial ~~serve~~Guinea asproject, ~~the~~and ~~Company’s~~comprise ~~exclusive~~a ~~representative~~tangible ~~for~~asset ~~obtaining,~~with ~~negotiating~~a ~~and~~value ~~performing~~of ~~contracts~~over ~~with~~$2,000,000 ~~countries~~CDN. inIf ~~Africa~~the ~~and~~Brilliant ~~the~~shares ~~Middle~~perform ~~East~~well, inthe ~~connection~~Units ~~with~~have ~~mining,~~the ~~hydrocarbons,~~potential ~~water,~~for ~~and~~significant ~~other~~value ~~natural~~add ~~resource~~for ~~projects~~Sillenger’s shareholders. The ~~agreement~~Brilliant istransaction ~~contingent~~also ~~upon~~serves ~~the~~as ~~Company~~an ~~obtaining~~endorsement ~~financing~~of ~~and~~Sillenger’s ~~entering~~business ~~into~~plan, aand ~~contract~~enables ~~with~~Sillenger to replicate a ~~target~~proven ~~country,~~concept ~~and~~for the ~~Company~~next ~~receiving~~countries ~~financing~~with ~~for~~which the ~~performance~~Company ofis ~~the~~pursuing ~~contract~~partnerships.

~~Page~~On 9September 16, 2011, Sillenger entered into an agreement with First African Exploration Corp. (“First African”), whereby First African will serve as the Company’s exclusive representative for obtaining, negotiating and performing contracts with countries in Africa and the Middle East, in connection with mining, hydrocarbons, water, and other natural resource projects. A former non-executive director of 15the Company is also a shareholder of First African. The compensation payable under this agreement is dependent on and contingent upon the Company obtaining financing and entering into a contract with a target country, and the Company receiving financing for the performance of the contract.

On November 25, 2011, Sillenger entered into an agreement with the Republic of Benin (“Benin Agreement”). Pursuant to the terms of the Benin Agreement, Sillenger will conduct an airborne geophysical survey of the landmass of Benin and the offshore territory in the Gulf of Guinea. The purpose of the survey is to compile a geophysical information database of Benin’s mining, hydrocarbon and water deposits, and analyze such data to identify the likeliest exploration targets within those deposits for potential mining and exploration opportunities. The ~~Government~~government is particularly interested in the potential size of some of their base metal deposits, which can often be determined when utilizing some of these technologies. The term of the Benin Agreement is two (2) years from the date of the Benin Agreement, which can be extended by agreement of the parties.

Under the Benin Agreement, Sillenger will be granted certain exclusive preferential rights with respect to fifteen percent (15%) of the surface area of the Airborne Survey, but also has first right of refusal on all unclaimed resource concessions for the duration of the contract period. The Benin Agreement requires Benin to provide the required permits, licenses, etc. to conduct the ~~Survey~~survey and to pursue any mining and or exploration opportunities.

Looking at the year ahead, management believes, Brilliant transaction ~~along~~and ~~with~~ the ~~agreement with Government of the Republic of~~ Benin Agreement serves as an endorsement of Sillenger’s business plan, and enables Sillenger to replicate a proven concept ~~for the next countries with which the Company is pursuing partnerships~~.

Sillenger will need to seek additional funding to continue pursuing ~~its~~it’s business plan. The Company is therefore in the process of exploring potential sources of financing for the Benin Agreement.

Subsequent ~~Events~~Event

On ~~December~~June 65, ~~2011~~2012, the Company ~~issued~~engaged ~~and~~the ~~sold~~services anFirst ~~aggregate~~African ofto ~~1,300,000~~assist ~~common~~in ~~stock~~securing ~~units~~the atproject afinancing ~~purchase~~for ~~price of $0.05 per unit receiving proceeds of $69,106. Each Unit is comprised of (i) one share of~~ the Company's ~~common~~Airborne ~~stock~~Geophysical ~~(the~~Survey ~~"Shares")~~project ~~and~~in ~~(ii) a two-year ½ warrant to purchase 0~~Benin.50 ~~shares of the Company's common stock (the "Warrants").~~ The ~~exercise~~engagement ~~price~~specifies ~~applicable~~that toSillenger ~~the~~will ~~Warrants~~pay ~~is $0.10 per Share. In this closing,~~ a ~~total~~yet ofto ~~1,300,000~~be ~~Shares~~determined ~~were~~fee ~~issued~~to ~~and~~First ~~the~~Africa ~~total number of shares of common stock issuable~~ upon ~~exercise~~successful ofclosing ~~the 650,000 Warrants at the exercise price is 325,000 in aggregate. As~~ of ~~November 30, 2011,~~ the ~~Company had fully received subscriptions towards this placement of $69,106~~financing.

Results of Operation

For the quarters ended November 30, 2011 and November 30, 2010, and the period from February 14, 2007 (inception) to November 30, 2011:

Financial Condition and Liquidity

REVENUE – Sillenger has not generated revenue from its business operations and does not expect to generate any revenue in the near future.

COMMON STOCK –As of ~~November~~the 30date of May 31, ~~2011~~2012 and July 13, 2012, Sillenger has 6089,~~031~~381,000 common shares issued and outstanding.

LIQUIDITY –- At ~~November~~May 3031, ~~2011~~2012, Sillenger had ~~current~~ assets of $~~248~~29,~~500~~336 consisting mostly of ~~cash,~~ prepaid expenses ~~and advances~~ ($~~509~~88,337 – February 2829, ~~2011~~2012, consisting of cash, prepaid expenses and advances). Sillenger ~~had~~has $~~870~~1,~~575~~337,261 in liabilities consisting of accounts payable and accrued liabilities and advances payable ($21,~~737~~299,~~891~~308 – February 2829, ~~2011~~2012, consisting of accounts payable and accrued liabilities).

Sillenger' internal sources of liquidity will be loans that may be available to Sillenger from management and other sources. Although Sillenger has no written arrangements with any of directors and officers, Sillenger expects that the directors and officers will provide Sillenger with internal sources of liquidity, if it is required.

Page 9 of 14

There are no assurances that Sillenger will be able to achieve further sales of its common stock or any other form of additional financing. If Sillenger is unable to achieve the financing necessary to continue its plan of operations, then Sillenger will not be able to continue its exploration programs and its business will fail.

~~Page~~Results 10 of 15Operation

For the quarters ended May 31, 2012 and May 31, 2011, and the period from February 14, 2007 (inception) to May 31, 2012:

Expenses

SUMMARY – Total expenses were $~~918~~185,~~201~~434 for the ~~nine~~quarter ~~month period~~ ended ~~November~~May 3031, ~~2011~~2012 ($1168,~~108,327~~436 – ~~November~~May 3031, ~~2010~~2011). Expenses have ~~decreased~~increased as compared to the ~~same~~quarter ~~period~~ended ~~last~~May ~~year~~31, 2011 by $~~190~~16,~~126~~998. A total of $35,~~618~~144,~~432in~~542 in expenses has been incurred by Sillenger since inception on February14, 2007 through to ~~November~~May 3031, ~~2011~~2012. The higher costs in the prior year as compared to the current year is primarily related to Sillenger’s transformation into a natural resource development company in the prior year dedicated to bringing a progressive and creative approach to natural resource management and exploration. The costs can be subdivided into the following categories.

1. General and administrative: ~~these~~These primarily ~~consultant~~consist ~~expenses~~of salaries, office supplies and telecommunication expenses. $~~215~~39,~~119~~275 of administrative expenses were incurred for the ~~nine~~quarter ~~month period~~ as compared to $~~506~~18,~~631~~156 for the ~~same~~quarter ~~period~~ended ~~last~~May ~~year~~31, 2011 while a total of $1,~~214~~303,~~346~~369 was incurred in the period from inception on February 14, 2007 to ~~November~~May 3031, ~~2011~~2012.

2. Travel: $8084,~~544~~217 of travel expenses were incurred for the ~~nine~~quarter ~~month period~~ as compared to $~~312~~1,~~958~~885 for the ~~same~~quarter ~~period~~ended ~~last~~May ~~year~~31, 2011 while a total of $~~656~~751,~~510~~522 was incurred in the period from inception on February 14, 2007 to ~~November~~May 3031, ~~2011~~2012.

3. ~~Marketing~~Business ~~and business~~ development: $~~287,252~~969 of business development expenses were incurred for the ~~nine~~quarter ~~month period~~ as compared to $~~104,391~~0 for the ~~same~~quarter ~~period~~ended ~~last~~May ~~year~~31, 2011 while a total of $~~951~~977,~~960~~928 was incurred in the period from inception on February 14, 2007 to ~~November~~May 3031, ~~2011~~2012.

4. Professional fees: These primarily consist of legal, accounting and audit fees. $~~335~~60,~~286~~563 of professional fees were incurred for the ~~nine~~quarter ~~month period~~ as compared to $~~184~~140,~~347~~481 for the ~~same~~quarter ~~period~~ended ~~last~~May ~~year~~31, 2011 while a total of $~~795~~1,~~616~~039,172 was incurred in the period from inception on February 14, 2007 to ~~November~~May 3031, ~~2011~~2012.

Sillenger continues to carefully control its expenses and overall costs as it transforms into a natural resource development company. In addition to Mr. Gillespie and Dr. Juhas (a consultant), Sillenger has 3 other consultants.

Plan of Operations

Our business plan up until April 2010 was to proceed with the exploration of the Bulkley claims to determine whether there are commercially exploitable reserves of base and precious metals. Beginning in May 2010, we have concentrated our focus on pursuing opportunities in African countries.

Page 1110 of 1514

We will also need to seek additional funding to pursue the new ventures in Africa identified by our new President and Chief Executive Officer Mr. John Gillespie. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund new projects identified in Africa. We believe that debt financing ~~will~~may or may not be an alternative for funding any potential projects in Africa or elsewhere. The risky nature of these enterprises and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine or project can be demonstrated. We do not have any arrangements in place for any future equity financing.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

• our ability to raise additional funding;

• the market price for ~~precious~~mineral ~~metals~~resources;

• the results of our proposed exploration programs on ~~the~~ mineral ~~property~~properties acquired; and

• our ability to find joint venture partners for the development of our property interests

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Off-balance sheet arrangements

As of ~~November~~May 3031, ~~2011~~2012, Sillenger had no off-balance sheet arrangements.

ITEM 3: QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK

No disclosure is required hereunder as the Company is a “smaller reporting company,” as defined in Item 10(f) of Regulation S-K.

ITEM 4: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on the management’s evaluation, our President and Chief Financial Officer has concluded that as of ~~November~~May 3031, ~~2011~~2012, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Page 1211 of 1514

(b) Internal Controls over financial reporting

Management's quarterly report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of ~~November~~May 3031, ~~2011~~2012 and believe they are effective.

Based upon his evaluation of our controls our President. Chief Executive Officer and Chief Financial Officer has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public accounting firm

This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.

Changes in internal control over financial reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of ~~November~~May 3031, ~~2011~~2012, our President, Chief Executive Officer and Chief Financial Officer has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 4A(T): CONTROLS AND PROCEDURES

See Item 4A – Controls and Procedures above.

Page 1312 of 1514

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To Sillenger's knowledge, no lawsuits were commenced against Sillenger during the three months ended ~~November~~May 3031, ~~2011~~2012, nor did Sillenger commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

OnNot ~~July 27, 2011, the Company closed a private placement of its common stock units~~Applicable. Each common stock unit consisted of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock. The exercise price applicable to the Warrants is $0.10 per Share. The Company issued and sold an aggregate of 4,400,000 units receiving proceeds of $230,544.

On September 12, 2011, the Company issued and sold an aggregate of 3,500,000 common stock units at a purchase price of $0.05 per unit receiving proceeds of $176,508. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share. As of August 31, 2011, the Company had received subscriptions towards this placement of $141,147.

On December 6, 2011, the Company issued and sold an aggregate of 1,300,000common stock units at a purchase price of $0.05 per unit receiving proceeds of $69,106. Each Unit is comprised of (i) one share of the Company's common stock (the "Shares") and (ii) a two-year ½ warrant to purchase 0.50 shares of the Company's common stock (the "Warrants"). The exercise price applicable to the Warrants is $0.10 per Share. In this closing, a total of 1,300,000 Shares were issued and the total number of shares of common stock issuable upon exercise of the Warrants at the exercise price is 650,000 in aggregate. As of November 30, 2011, the Company had fully received subscriptions towards this placement of $69,106.

Use of Proceeds

~~Working~~Not ~~capital purposes~~Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

Page 14 of 15

ITEM 6. EXHIBITS

Exhibits

The following Exhibits are furnished as part of this Form 10-Q, pursuant to Item 601 of Regulation S-B.

Exhibit Number		Exhibit Title
3.1		Articles of Incorporation (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008).
3.2		Bylaws (incorporated by reference from our Form S-1 Registration Statement, filed July 2, 2008)
10.1		Buckley Declaration of Trust concerning our mineral claims (incorporated by reference from our Form 10-Q, filed on January 14, 2010)
10.2		Exclusive Representative Agreement between Sillenger Exploration Corp. and First African Exploration Corp. dated September 16, 2011.
31.a		Section 906 Certificate of CEO
31.b		Section 906 Certificate of CFO
32.a		Section 302 Certificate of CEO and CFO
101		Interactive data files pursuant to Rule 405 of Regulation S-T.

Page 13 of 14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SILLENGER EXPLORATION CORP.
Date: January 17, 2012	“John Gillespie”
Date: July 13, 2012	“John Gillespie”
By:	John Gillespie, Director, President (Principal Executive Officer), Principal Financial Officer and Principal Accounting Officer
Date: January 17, 2012	“John Gillespie”
Date: July 13, 2012	“John Gillespie”
By:	John Gillespie, Director, President (Principal Executive Officer), Principal Financial Officer and Principal Accounting Officer

Page 1514 of 1514

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