WestMountain Gold, Inc

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1 www.westmountaingold.com | WMTN-OTC The Terra Project


Safe Harbor Statement

“Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995:

Statements in this presentation regarding WMTN/ Terra Mining Corporation business, which are not historical facts, are "forward-looking statements" that involve risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking as a result of either the matters set forth or incorporated in this presentation. Specifically, the pro-forma financial summaries and balance sheet are a possible projections of future results based on the WMTN/ Terra Mining Corporation business plan. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's most recent Form 10-Q and 10-K. Investors and prospective investors should read this presentation in conjunction with the Company's reports on Form 10-K, Forms 10-Q, and other documents as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this presentation.


Terra Project

u  High-Grade Gold Project u  Known Resource u  Multi-Million Ounce

Potential u  Gold Production for 2013


Our Team

Founder and President Minex Exploration & Selkirk Environmental, President and Director Silver Verde May Mining Company, CEO Golden Eagle Mining, BSc in Geology Co-founder High Plains Uranium, led successful TSX IPO (2005); Director & CEO Big Bear Mining, Bsc Geology Significant financial, capital market and relations experience in public microcap gold, silver and technology companies. 30 Years experience in financing small caps Principal of Capital Peak Partners and CEO of Silver Verde mining Managing Member and Founder of Logic International Consulting Former COO of Bank Julius Baer and Managing Director of UBS

Greg Schifrin CEO, President & Director

James Baughman COO & Director

Mark Scott CFO, Secretary & Treasurer

Mike Lavigne Director

Kevin Cassidy Director

u High grade deposits are extremely hard to find. u The number of 1Million+ oz. deposit discoveries

continues to decline.

Click here to view the entire report

http://www.nrh.co.il/i/pdf/NRH_Research_2012%20World_Gold_Deposits.pdf


Alaska Gold Deposits

Terra Project -130 miles northwest of Anchorage

344 Alaska State Mining Claims -54,000 acre land position


Alaska Gold Deposits

Company Deposit Au-Oz(Million) Cu lbs (billion) Mo lbs (billion) Kiska Metals Whistler 3.35 Kinross Fort Knox 5.729 Anglo American/ Northern Dynasty Pebble 107 81 5.6

International Tower Hill Livengood 20.6

Barrick/Nova Gold Donlin Creek 39

Teck Pogo 5 Fire River Nixon Fork 0.3

Alix Resource Corp Golden Zone 0.8 Sale Pending

WestMountain Terra 0.2* *New 43-101 due 4Q 2012

u  Numerous World Class Gold Deposits in mine friendly jurisdiction u  3 of top 5 gold producers in the world are investing billions of dollars into the Tintina Gold Belt:

Barrick, Newmont and Anglo American u  Tintina Gold Belt estimates at 180 Million ounces


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u 50 years ago this area was undetected because it was covered in ice

u Today, this melted glacier has exposed the high-grade vein system with visible gold


Tintina Gold Deposits & Terra Project

Project Attributes:

u Glaciers receding exposed High Grade Gold Bearing Veins: •  with exposures over 2 Km (1.2mi) with depths of 1000+ feet •  steeply dipping and continuous •  open ended at depth and laterally •  rich gold concentrations – ore shoots with greater than 10 oz per ton gold

u  Infrastructure in place - existing runway, 25 man camp, internet u 700 meters of the 2000m Ben Vein system has been drilled to date (65% yet to be drilled) u New 43-101 due 4Q 2012 with significant increase in gold projected u Developing large scale gold targets u Pilot mill construction and initial gold production completed in 2012 u Ramp up of gold production in 2013


BEN & FISH VEIN RESOURCE MAP

Additional resource expansion

Ben vein & current 43-101

Ben & Fish veins New 43-101 area

Ben vein area yet to be drilled


Ben Vein

u High grade vein system with extensive strike length & depth

u 2 Km zone with stockwork veins u Defined bonanza Gold veins u Over 2000 samples collected

from property u All drill holes have intersected

economic gold grades

HILLSIDE VIEW OF THE BEN VEIN


Claim Map

Core drilling to date has been focused on only 3 of the total 344 claims (less than 1%).

26 separate veins within the Ben vein system have been identified through core drilling.


Claim Map

Terra Project - Area Map

Geochem Anomalies

October 20120 1 20.5 Miles

1:100,000

LegendTR_CampLoc_Airstrip06_polyline

Camp

Terra Claim Boundary

Terra Anomalies<all other values>

NameCopper

Gold & Silver

Moly

Potassium

Silver

!( Drill Collars

Terra Claim Boundary

Camp & Airstrip

Other currently identified resource prospects on the property.

Ice Vein

Ben Vein

Camp Midway (porphyry)


Porphyry Target

u  Emerging Porphyry District u  Large Bulk Tonnage Mine Target u  85 sq. mile project with favorable geology u  Breezy’s Breccia area identified 2006 u  Camp Midway area identified 2011 u  Geochemistry similar to other known Alaska

gold deposits in the Fairbanks district

AERIAL VIEW OF THE TERRA PROJECT

16 For the past several years the exploration phase has consisted of a successful drilling program with gold identified at each hole. 2012 included an additional 3,800 feet of core drilling.

Drill Results

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2012 field season ended with the construction and completion of our on-site pilot mill. Click on the link to see a short video of the mill.

WestMountain Gold Pilot Mill Video

http://www.youtube.com/watch?v=ZYPBeBxEbS4&feature=vmdshb


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Ø Maintains value over time Ø A safe harbor for over 5000 years Ø Central banks around the world,

including China, Russia and India are increasing their gold reserves

Ø Surging U.S debt levels Ø Increased U.S. currency supply


QUADRUPLED IN 10 YEARS


21 QE1 QE2 QE3 …QE?

Ø Continued borrowing and printing of money by Fed has lowered the value of the dollar

Ø Latest QE has $40 billion/month being printed for the next 3 years and beyond

Ø  Side by side chart shows the value of gold tracking with the amount of debt Ø  Most analysts are not anticipating the amount of debt coming down Ø  This chart reflects only debt in the U.S.

2012 IN REVIEW u Completed 3,800 foot drill program u Drilled an additional hole on the Fish vein u Surface exploration on porphyry target u Updated 43-101 due 4Q u Commenced engineering work on

underground mine u Completed installation of on-site bulk

sample mill u Produced gold in only 2nd year of

operating project

2013 OPERATING PLAN u Upgrade mill facility u  Increase gold production u Positive cash flow u Begin underground exploration, development

and mining u Expand drilling in Ben vein gold system u Continue surface work on porphyry target

and other resources on the property u Update 43-101 with data from 2013 resource

definition drill program

INVESTMENT HIGHLIGHTS

u  High-grade low CapEx project with known resource u  Scalable project with multi-million ounce potential u  Large land package with current drilling operations

covering less than 1% of the property u  Management has done what it said it would do u  Produced gold in 2nd year of operation u  Transitioning to a producing gold miner u  Cash flow due to increase in gold production u  Management believes company is undervalued

26 www.westmountaingold.com | WMTN-OTC The Terra Project www.westmountaingold.com WMTN-OTC

WestMountain Gold, Inc. | Terra Mining Corporation 120 E. Lake Street #401

Sandpoint, ID 83864

Greg Schifrin President & CEO Email: [email protected] (208) 265-1717 Office (208) 290-1180 Cell

Mutual Non-Disclosure Agreement | 2012

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In order to protect certain confidential information (as defined below), _____________________, for itself and its subsidiaries and affiliates, and WestMountain Index Advisor, Inc., for itself and its subsidiaries and affiliates, individually referred to as a “Party” and collectively referred to as the “Parties”, agree that:

1. The effective date of this non-disclosure agreement (“Agreement”) is ____________ (“Effective Date”). 2. This Agreement shall apply to all Confidential Information disclosed between the Parties. To be considered “Confidential Information” and

thus subject to the terms of this Agreement, the information must be so marked CONFIDENTIAL in writing, or if oral, must be followed by a writing detailing the confidential nature of same, and so marked CONFIDENTIAL in writing.

3. This Agreement shall remain in effect until it is terminated by either Party with written notice. The terms and conditions of this Agreement shall survive any such termination for a period of one (1) year with respect to Confidential Information that is disclosed prior to the effective date of termination and as otherwise provided herein. The Parties receiving Confidential Information (each, a “Recipient”) from the other Parties disclosing Confidential Information (each, a “Discloser”) will use the Confidential Information only for the purpose of and in connection with the Parties’ business relationship and not for the purpose of competing with the Discloser.

4. In connection with this Agreement, a Discloser may furnish to a Recipient materials and other information (whether written, oral or electronically-generated) that is confidential, proprietary or generally not available to the public ("Confidential Information"). Confidential Information includes, but is not limited to, customer and vendor-related data, financial forecasts and business plans, services/support information, bid documentation and information about products, software, strategies, plans, techniques, drawings, designs, specifications, technical or know-how data, research and development, ideas, trade secrets, inventions, patent disclosures that may be disclosed between the parties whether in written, oral, electronic, Web site-based, or other form. This Agreement also includes Confidential Information acquired during any facilities tours.

5. Additionally, without the prior written consent of the other Party, both Parties agree not to issue or release any articles, advertising, publicity or other matter relating to any Confidential Information (including the fact that a meeting or discussion has taken place between the Parties) or mentioning or implying the name of the other Party, except as may be required by law and then only after providing the other Party with an opportunity to review and comment thereon.

6. Unless the Parties otherwise agree in writing, a Recipient’s duty to protect Confidential Information expires one (1) year from the date of disclosure. A Recipient, upon Discloser’s written request, will promptly return or destroy all Confidential Information received from the Discloser, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.

7. A Recipient will use the same degree of care, but no less than a reasonable degree of care, as the Recipient uses with respect to its own similar information to protect the Confidential Information and to prevent (a) any use of Confidential Information not authorized in this Agreement, (b) dissemination of Confidential Information to any employee of Recipient without a need to know, (c) communication of Confidential Information to any third party or (d) publication of Confidential Information.

8. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which (a) the Recipient can demonstrate was already in its possession before receipt from the Discloser; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient without a breach of this Agreement; or (f) is disclosed by the Recipient with the Discloser’s prior written approval. If a Recipient is required by a government body or court of law to disclose Confidential Information, the Recipient agrees to give the Discloser reasonable advance notice so that Discloser may contest the disclosure or seek a protective order.

9. EACH DISCLOSER WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ITS CONFIDENTIAL INFORMATION. NO OTHER WARRANTIES ARE MADE AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY EITHER PARTY IN RELATION TO OR AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION, ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.

10. This Agreement imposes no obligation on a Party to exchange Confidential Information or to purchase, sell, license, transfer or otherwise make use of any technology, services or products.

11. A Recipient will adhere to all applicable laws and regulations of the U.S. Export Administration and will not export or re-export any technical data or products received from a Discloser, or the direct product of such technical data, to any proscribed country listed in the U.S. Export Administration regulations, or foreign national thereof, unless properly authorized by the U.S. Government.

12. No Party acquires any intellectual property rights under this Agreement except the limited rights necessary to carry out the purposes as set forth in this Agreement. Subject to the obligations of this Agreement, no Party will be precluded from independently developing technology or pursuing business opportunities similar to those covered by this Agreement. Each Party retains sole discretion to assign or reassign the job responsibilities of its employees.

13. Each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party may be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

14. The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by the Discloser of such Confidential Information against any and all Recipients of such Confidential Information.

15. This Agreement is made under, and will be construed according to, the laws of the State of Nevada, United States. 16. If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, the Parties agree the remaining provisions of this

Agreement shall remain valid and enforceable to the maximum extent compatible with existing law.

Please Sign on Back >>

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This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable without the prior written consent of the other Party which shall not be unreasonably withheld. All additions or modifications to this Agreement must be made in writing and must be signed by all Parties. Each Party agrees that facsimile signatures will have the same legal effect as original signatures and may be used as evidence of execution.

WestMountain Index Advisor, Inc.

By: ________________________________________

By: _____________________________________

Name:

Name:

Title:

Title:

Address:

Address: 120 Lake Street, Suite 401

City, State, Country Zip:

City, State, Country Zip:

Sandpoint, ID USA 83864

Date: ____/____/____

Date: ____/____/____

Mutual Non-Disclosure Agreement | 2012

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Since 1971 GOLD has become the single most important metal in the world.

in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included in the Company’s SEC Filings. As used in this Document, the “Company” refers to WestMountain Index Advisor, Inc. (WestMountain Gold, Inc.) also known as Terra Mining Corporation.

The Case for Gold | 2012

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For forty years, Americans were forbidden by law to, own, buy or sell gold except in the form of jewelry or coins of numismatic value; from January 30, 1934, to January 1, 1975, while the American embargo persisted. Especially since 1975, however, gold has been much in the news because tens of thousands of citizens have bought gold since it became legal to do so; and because of the massive changes that have taken place in the role and price of gold in our world economy.

Gold is virtually indestructible-- ornaments placed in Egyptian tombs in 2500 B.C. were still in perfect condition when discovered by archaeologists in the 1920’s. Gold coins recovered from sunken ships after 300 years glistened just as though they had come fresh from the mint! Gold can be conveniently stored and transported; it is impervious to rust, corrosion, and the elements; it is malleable, ductile, lustrous, and ornamental; it is easily worked with other metals; it is heat-resistant and an excellent conductor of electricity. (It insulates space vehicles from intense heat on re-entry into the earth’s atmosphere.) Gold is even believed to have therapeutic qualities in lotions and baths.

First used by the Egyptians for adornments, utensils, and evidence of personal worth, gold was gradually adopted as a medium of exchange after civilization advanced to extensive trading between peoples. At first, trading was by barter: a few bushels of wheat for a bowl or a small rug. But barter was clumsy; what was needed was a material or article to serve as a standard medium of exchange. Dozens of things were used at one time or another: copper, iron, silver, rugs, cattle, land, shells, stones, goats, skins, and even women! Of all things tried, metals seemed most practical as a

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universal medium of exchange, and of the metals, the best were silver and gold. These (particularly gold) were first used in bars, gold dust, and then in rings of a fairly standard size. The real breakthrough in the use of gold as money was in 560 B.C. When King Croesus of Lydia invented coinage. He struck coins of both gold and silver, shaped like lima beans and bearing an official imprint. These coins caught on rapidly. The trade of the would increasingly implemented currency made of gold and silver: silver for everyday purchases in the marketplace, and gold for more expensive transactions, and as for counting houses and government treasuries. The famous gold coins of the world were the daric (Persian), the dinar (serving the Arab world for centuries), and the bezant or solidus minted in Constantinople (the Eastern Empire) and accepted in the world trade for 800 years, until doubloon, the Napoleon, the Pound Sterling, the American Eagle, and the Double Eagle. For over 2,500 years, until August 15, 1971, the leading currencies accepted in international trade were either made of gold, convertible into gold, or backed by reserves of gold! That’s how vital gold has been in the history of the world. But on August 15, 1971, President Nixon closed the gold window, and the American dollar, ceased to be convertible by Central Banks of other nations into one thirty-fifth of an ounce of gold, with gold stabilized at $35 an ounce. From that date, no currency of any nation has had official gold backing of convertibility. Accordingly, without the discipline of gold’s backing currencies and with the price of gold no longer frozen at $35 an ounce by the U.S. Treasury, gold began to move up on world trading markets in London, Zurich, the U.S., and Hong Kong. In 1971-72, gold moved into the $40 range, and then soared to $197 an ounce in late 1974, falling back to $103 in 1975, and then moving steadily upward to an amazing high of $850 in January 1980, thereafter Gold languished for more than two decades below $400 per ounce until climbing to $1900 per ounce in 2011. Whatever accounted for this surging popularity of gold, and its avid purchase by individuals, especially in in the past few years.....here are some of the catalysts which began on January 1, 1975 and has now evolved into Gold ownership for the past three half decades, as seen in the chart below:

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25 YEAR GOLD CHART First, Gold is very scarce and has always been. New world production each year is below 165,000,00 metric tons in human history, and all the Gold each year would take up a space no larger than the lower half of the Washington Monument. Ever since 1933, U.S. Treasury officials have downgraded and disparaged gold. In addition, Keynes called it “a barbarous relic,” Congressman Reuss said it was good only for filling teeth, Secretary of the Treasury Fowler (under President Johnson) belittled gold, and Paul Volcker, in the 1970’s former Chairman of the Federal Reserve Board, has ridiculed gold and been vocal in his drive to see it “demonetized.” Gold has since risen more than 1500%; Outperforming stock portfolios and most Equity Funds. Recently, Ron Paul has risen in the Presidential Primaries with his candidacy based upon a return to the Gold standard. This strength is based upon a ground swell of support for the backing of our monetary system with Gold. Importantly, this reflects the greatest mass electorate support for the return to the Gold standard. Whether this is done by election or through Gold price adjustment upwards, Gold should be of keen interest to investors worldwide in the various investment opportunities bullion, coins, funds, Futures/Options, or Special Situation Gold exploratory companies. Historically, the US has continually tried to de-emphasis the importance of Gold in the monetary

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system. For example, In downgrading gold, the International Monetary Fund has sold off half its stores of the metal, and the U.S. Treasury itself back in 1978 and 1979 had auctions in which our precious gold reserves were sacrificed at bargain prices (around $275 an ounce), only to see hoarders and the central banks of a dozen other nations snap them up, while gold was on its way to new highs! Why? Gold has had an unassailable record for 2,500 years as a monetary metal. It has moved into new price orbits only because of the depreciation of currencies around the world, especially the dollar. Why has gold remained so buoyant when our Treasury authorities assured us that gold was dead as a monetary metal? The answer is that in every inflation, in every monetary depreciation of which history has record, gold and land have been the winning investments. These two (along with silver) have protected the wealth of individuals and have enabled tens of thousands to survive in times like the German inflation of 1923 and the Hungarian inflation of 1946. Ownership of gold has been the best way to survive devaluations and rebuild wealth after them. In January 1980 gold reached $850. If and when the U.S. Returns to a gold or gold reserve standard, the price will be stabilized at a price 75 X or greater above the $35 per ounce of 1971. Do not expect that the dollar will ever again be convertible into gold, but you can expect the Federal Reserve Notes, in circulation, will be backed (25 percent) by gold in Fort Knox valued at possibly $3000 an ounce. With this scenario; prediction of higher long term prices for gold are probable because of continued inflation, and the determination of prudent individuals to own gold in increasing amounts-- whether in the form of bullion, coins, or mining shares. All the important central banks of the world (except the U.S. Banks) have increased their gold holdings since 1978. We believe that gold is on its way back as a stabilizer of the monies of the world. The only reason U.S. Officials knock gold is that they wish to continue the inflation by (1) the printing press, (2) expanded issuance of government bonds, (3) expansion of outstanding currency by Eurodollar loans and commercial bank credit. Because gold has proven the best individual defense in all past inflations, expect it to continue to attract investors and hoarders, the world’s central banks, and Arabs tired of accepting declining dollars in payment for oil. Thus, in the next decade, expectations that gold fever will not calm down or go away: but will soar to new heights is the most likely scenario.

There are 5 ways investors can acquire or invest in gold; 1> First, there are ingots-- gold bars-- that are available widely in one-ounce units (and some lower) and in hundred-ounce and larger units. The one-ounce bars are available at most gold and silver coin dealers; the larger bars, which require storage, are best bought at a big metropolitan bank (Republic National Bank in New York has a complete gold department), or

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through a big stock exchange firm that handles gold and can have it stored for you.

2> Another way of owning bullion gold is in so-called bullion coins that sell at prices very close to the London closing gold prices each day. Of these, the most popular is the Krugerrand, minted in South Africa. This coin contains exactly one ounce of gold. The Canadian Maple Leaf is also popular; it too contains one Troy ounce of gold. Another popular coin is the Mexican 50-peso Centenario, which contains about 1.2 ounces of gold. These coins can be bought and sold in major cities around the world, like London, Zurich, Beirut, Hong Kong, Singapore, New York, Chicago, and San Francisco. These coins are the equivalent of buying gold bars, but they are handier and more instantly marketable. 3> A third way of owning gold is via numismatic coins. These are standard gold coins, but they sell for far above their melt-up or bullion value because of their scarcity, their condition and quality, their uniqueness, the country of issue, and their denomination. In the U.S., gold coins have been issued in the $1, $2.50, $3, $5, $10, $20, and $50 denominations. There were at one time seven mints in the U.S., and the rare issuances from some of these mints have great value today. For example, the $3 gold piece was struck in 1854-89, and one of these in perfect condition struck in 1975 would be worth $90,000 today. The accumulated gold coins of the world, since invention of minting, represent billions of dollars. Collection of these coins (many exceedingly rare) is a career in itself, and diligent experts have made fortunes by prudent appraisal and timely purchase. Hundreds of nations, long gone, issued coins, and your choice may be from darics, dinars, bezants, ducats, sovereigns, or the Single and Double Eagle of the U.S. The Content of modern gold coins is as follows:

Nation Denomination Percentage of Pure Gold

(Troy Ounce) Belgium 20 francs .187% Colombia 5 pesos .236 France 20 francs .187 Italy 20 lire .194 Netherlands 10 guilders .194 U.S.S.R. 10 rubles .249 Switzerland 20 francs .187 Great Britain 1 pound .235 U.S.A. 10 dollars (Eagle) .484

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If collecting gold coins as an investment interests you, go to a reputable gold-coin house, read a book and current magazines on the subject, and seek quality: mint condition, proof, or bright un circulated (BU) coins preferable; and buy at times when gold prices are low or falling. Store in a safe place. Don’t carry coins around or rub them together or their condition will suffer. The purchase of coins or bars has one disadvantage-- these assets bring in no income or interest, so they must ride in value to be useful to you. Thus, gold tends to “sell off” in periods of rising interest rates (because many people borrow money to carry a gold inventory). Over the years, however, informed coin collectors have done very well indeed, and the opportunities are unlimited. 4>Gold Funds are in abundance, and are available through many leading family of mutual funds, such as Fidelity, or Vanguard. The most popular Exchange Traded Fund can be utilized too; Symbol GLD. Speculation in the commodity market is also a good choice, such as trading in Gold Futures, or Gold Futures Options. 5>Another way to fend off inflation and enjoy income and gain is to make selective investment among special situation gold stocks. This requires The lure of having a 1.00 stock that may move up to $5 or $10 in a short time is almost irresistible! In the résumé of gold shares mostly are producers, but; High Profits from Low Priced SPECIAL SITUATION GOLD exploration companies, that are aggressively acquiring historical mining claims could be the best focus for investors who believe that Gold has not peaked and may be on the springboard to substantially higher prices. These companies run by strong management are seeking to build large portfolios of ‘Historically Significant Gold Claims’ and could be the next “BONANZA!” in the Secular Gold Bull Market.

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FORM OF SUBSCRIPTION AGREEMENT (Signature Page)

WestMountain Index Advisor, Inc. 120 Lake Street, Suite 401 Sandpoint, ID 83864 (208) 265-5858 (208) 265-1717 (208) 906-8621 (fax)

Ladies & Gentlemen:

The undersigned (the “Investor”), hereby confirms its agreement with you as follows:

1. This Form of Subscription Agreement, including the Terms and Conditions set forth in Annex I (the “Terms and Conditions”), the Risk Factors set forth in Annex II (the “Risk Factors”), and exhibits, which are all attached hereto and incorporated herein by reference as if fully set forth herein (the “Agreement”), is made as of the date set forth below between WestMountain Index Advisor, Inc., a Colorado corporation (the “Company”), and the Investor.

2. The Company has authorized the sale and issuance of up to 10,000,000 Units of the Company securities to the Investor in a private placement (the “Offering”). Each Unit each consists of one (1) share of the Company’s common stock, $0.001 par value (“Shares”), and a warrant in the form attached hereto as Exhibit A (the “Warrants”) to purchase one (1) additional share of common stock of the Company at an exercise price of Two Dollars ($2.00) per share (the “Warrant Shares”), exercisable for a period of three (3) years from the date of issuance and in accordance with the terms set forth in the Warrants.

3. Pursuant to the Terms and Conditions, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor _____________ Units, at a purchase price of $1.00 per Unit, for an aggregate purchase price of $___________ consisting of ___________ Shares and ___________ Warrants to purchase shares of common stock of the Company. Unless otherwise requested by the Investor, certificates representing the Common Stock purchased by the Investor will be registered in the Investor’s name and address as set forth below.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Date: __________, 2012 Investor:

By:

Print Name:

Title:

Address:

Phone: Fax: E-Mail:

Sub Agreement | 2012

WESTMOUNTAIN GOLD, INC 120 E. Lake Street #401 Sandpoint, ID 83864

PHONE (208) 265-1717 ph (208) 906-8621 fx (208) 290-1180 cell

WEB www.westmountaingold.com www.terraminingcorp.com G O L D, I N C .

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ANNEX I

FORM OF SUBSCRIPTION AGREEMENT

Investment in the Company involves a high degree of risk. Investor should carefully consider the risk factors set forth in Annex II in addition to the other information set forth in this Annex I before purchasing securities of the Company.

The Board of Directors

WestMountain Index Advisor, Inc. 120 Lake Street, Suite 401 Sandpoint, ID 83864 (208) 265-5858 (208) 265-1717 (208) 906-8621 (fax)

Re: Subscription by Accredited Investor for Units of WestMountain Index Advisor, Inc., a Colorado corporation (the "Company")

Gentlemen:

A. Subscription.

The undersigned accredited investor (the “Investor”) hereby irrevocably subscribes for and offers to purchase from the Company, the number of Units of the Company at $1.00 per Unit (each Unit consisting of one (1) share of the Company’s common stock, $0.001 par value per share, and a warrant to purchase one (1) additional share of the Company’s common stock at an exercise price of $2.00 per share) set forth on the signature page hereof in accordance with the terms of this Agreement.

B. Subscriber's Representations and Warranties.

The Investor hereby represents and warrants as follows:

1. Warranties. In connection with the Company’s offer of the Units, the Investor represents and warrants as follows:

(a) that the Investor has had an opportunity to ask questions of the principals or representatives of the Company, and all such questions, if any, have been answered to the full satisfaction of the Investor;

(b) that the Investor, individually or together with others on whom the Investor relies, has such knowledge and experience in financial and business affairs that the Investor has the capability of evaluating the merits and risks of the Investor’s investment in the Company;

(c) that the Investor is financially responsible and able to meet the Investor’s obligations hereunder and acknowledges that this investment is by its nature speculative;

(d) that the Company has made all disclosure and documents requested by the Investor pertaining to this investment available to the Investor and, where requested, to the Investor’s attorney, accountant and investment adviser;

(e) that the Investor will not sell the Units, Shares or Warrants without registration under the Securities Act of 1933 or an exemption therefrom;

(f) that all proceeds from this offering will be immediately available to the Company and used for Company purposes, whether or not the offering is fully subscribed; and

(g) that the representations and warranties made by Investor herein are true and complete and may be relied upon by the Company, and shall survive the execution and delivery of


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this Subscription Agreement and the purchase and receipt of the Shares and Warrants.

2. Suitability. The Investor warrants and represents that the Investor is able to bear the economic risk of this investment up to and including total loss of this high risk investment and understands that this investment may be illiquid for an indefinite period of time. Investor further warrants and represents that Investor either has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company or, together with others on whom the Investor relies, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company; and that the Investor relied upon the Investor’s own legal counsel or elected not to rely upon the Investor’s counsel despite the Company's recommendation that the Investor rely upon legal counsel.

3. No Representations by the Company. Except as set forth herein, no representations or warranties, oral or otherwise, have been made to the Investor by the Company or any agent, employee or affiliate of the Company, or any other person whether or not associated with this offering, and in entering into this transaction, the Investor is not relying upon any information other than that contained in the results of his/her own investigation.

4. Risk. The Investor understands that an investment in the Company is highly speculative and involves substantial risks, including the risk of Investor losing his/her/its entire investment.

5. Residency Declaration. The Investor represents and warrants that he/she/it is a resident of the state indicated by the Investor’s address below.

6. No Registration, Restrictions of Transferability, and Registration. The Investor understands that the Units, Shares and Warrants which have been offered are not registered in any state and are being sold pursuant to an exemption from registration under the Securities Act of 1933, as amended, under Section 4(6) thereof and analogous state law. The Investor further understands that any transfers to residents of the United States must be made pursuant to registration or an exemption from registration both under federal securities law and any applicable securities laws in the transferee's state.

7. Accredited Investor. The Investor represents and warrants that he/she/it is an “accredited investor” as such term is defined in Regulation D of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, and that Investor is acquiring the Units for investment with no present intention of distributing any of the Units

8. Binding Agreement. The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Investor in accordance with its terms.

C. Dispute Resolution.

1. If any dispute arises out of or relating to this Agreement or any alleged breach hereof, the party desiring to resolve such dispute shall deliver a written notice describing such dispute with reasonable specificity to the other party (“Dispute Notice”). If any party delivers a Dispute Notice pursuant to this Section C 1., the parties involved in the dispute shall meet at least twice within the thirty (30) day period commencing with the date of the Dispute Notice and in good faith shall attempt to resolve such dispute. Meetings and discussion pursuant to this Section C 1.are not required to be in person.

2. If the dispute is not resolved pursuant to Section C 1 above, the dispute shall be settled by final and binding arbitration in the City of Denver, State of Colorado, under the then effective Comprehensive Arbitration Rules of JAMS at the request of any party to the dispute. Judgment on the


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award rendered by the arbitrator may be entered in any court having jurisdiction. The award rendered by the arbitrator shall be final and binding on the parties. The arbitrator shall have the authority to award any remedy or relief that a court in the State of Colorado could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator shall apply the law of the State of Colorado in deciding the merits of any dispute. The arbitrator shall provide a written and reasoned explanation for any award rendered in the arbitration. By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award.

D. Miscellaneous.

1. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

2. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. The provisions of this Agreement may not be modified or waived except in writing.

3. The headings contained in this Agreement are for convenient reference only, and they shall not limit or otherwise affect the interpretation of any term or provision hereof.

[Signatures]

IN WITNESS WHEREOF, the undersigned Investor has executed this Subscription Agreement this ___ day of ___________, 2012.

Print Name:

Title:

(if Investor is an entity)

Address:

Number of Units: [ ] at $1.00 per Unit; Total Subscription: $[ ]

ACCEPTANCE

The foregoing Subscription Agreement is hereby accepted by the Company and receipt of payment is hereby acknowledged with respect to the Units subscribed for on this [____] day of [__________], 2012.

WestMountain Index Advisor, Inc.

By: Greg Schifrin Its: Chief Executive Officer


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ANNEX II

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in shares of the Company’s Common Stock. The most significant risks and uncertainties known and identified by our management are described below; however, they are not the only risks that we face. If any of the following risks actually occurs, our business, financial condition, liquidity, results of operations and prospects for growth could be materially adversely affected, the trading price of our Common Stock could decline, and you may lose all or part of your investment. You should acquire shares of our Common Stock only if you can afford to lose your entire investment. We make various statements in this section that constitute “forward-looking statements”.

The volatility of the price of gold could adversely affect our future operations and our ability to develop our properties.

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market price of gold and other precious metals. The price of gold may also have a significant influence on the market price of our common stock and the value of our properties. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.

As of March 23, 2012, the price of gold was $1,663 per ounce, based on the daily London PM fix on that date. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold prices decline or remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

Our Joint Venture Agreement and Amended Claim Agreement are critical to our operations and are subject to cancellation.

On September 15, 2010, we signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”) with Raven.

On March 6, 2012, we received a Notice of Default for Failure to Assign Claims in an Area of Interest from Raven. The Company is working with Raven on the assignment of the claims. The failure to operate in accordance with the JV Agreement could result in the Company’s ownership being reduced or the JV Agreement being terminated.

On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387). As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.

The failure to operate in accordance with the JV Agreement or the Amended Claims Agreement could result in the Company’s ownership being reduced or the Agreement being terminated.

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, estimates of mineralized material presented in our press releases and regulatory filings are based upon estimates made by us and our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate


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only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.

The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate. Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

We need to continue as a going concern if our business is to succeed.

Our audited financial statements for the period of inception from March 25, 2010 to October 31, 2011 and for the period through January 31, 2012 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report result from our limited history of operations, limited assets, and operating losses since inception. If we are not able to continue as a going concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

If we do not obtain additional financing, our business will fail.

For the three months ended January 31, 2012 and during the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010 to January 31, 2012, we had no revenues.

Net loss for the three months ended January 31, 2012 and 2011 was $1,580,139 and $322,221, respectively. Net loss for the year ended October 31, 2011 was $4,035,260 as compared to a net loss of $495,018 for the period from inception of to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the transaction that acquired the TMC and the TMC project.

Our current operating funds are less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan. As of March 25, 2012 we had less than $100,000 in cash.

Our business plan calls for significant expenses in connection with the exploration of the property. We do not currently have sufficient funds to conduct continued exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the property are greater than anticipated.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional

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financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

Because we have commenced limited business operations, we face a high risk of business failure.

We started exploring our properties in the summer of 2011. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Although we were incorporated in the state of Colorado on October 18, 2007, the Company just acquired our mineral properties with our acquisition of TMC on February 28, 2011. We have not earned any revenues as of the date of this Private Placement Memorandum. TMC itself has only been in existence since March 25, 2010.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent on key personnel.

Our success depends to a significant degree upon the continued contributions of key management and other personnel, some of whom could be difficult to replace. We do not maintain key man life insurance covering certain of our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers, our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.

We lack an operating history and we expect to have losses in the future.

Except for our initial exploration efforts as described above, we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

● Our ability to locate a profitable mineral property;

● Our ability to generate revenues; and

● Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in foreseeable future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Although we conducted a due diligence investigation prior to entering into the acquisition of TMC, risk remains regarding any undisclosed or unknown liabilities associated with this project. The payment of such liabilities may have a material adverse effect on our financial position.


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Because we are small and do not have sufficient capital, we may have to cease operation even if we have found mineralized material.

Because we are small and do not have sufficient capital, we must limit our exploration. Because we may have to limit our exploration, we may be unable to mine mineralized material, even if our mineral claims contain mineralized material. If we cannot mine mineralized material, we may have to cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.

Governmental regulations impose material restrictions on mineral property exploration and development. Under Alaska mining law, to engage in exploration will require permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. If we proceed to commence drilling operations on the mineral claims, we will incur additional regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to mineral exploration is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to limit or restrict mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Weather and location challenges may restrict and delay our work on our property.

We plan to conduct our exploration on a seasonal basis, it is possible that snow or rain could restrict and delay work on the properties to a significant degree. Our property is located in a relatively remote location, which creates additional transportation and energy costs and challenges.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

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Trading of our stock may be restricted by Blue Sky eligibility and the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

We currently are not Blue Sky eligible in certain states so trading of the Company’s stock in such states may be restricted. In addition, the SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Under the penny stock rules, additional sales practice requirements are imposed on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to broker-dealers ability to trade in the Company’s securities. The Blue Sky eligibility and the penny stock rules may discourage investor interest in and limit the marketability of, the Company’s common stock.

The sale of a significant number of our shares of common stock could depress the price of our common stock.

Sales or issuances of a large number of shares of common stock in the public market or the perception that sales may occur could cause the market price of our common stock to decline. As of March 25, 2012, there were 25.8 million shares of common stock and warrants issued and outstanding on a fully diluted basis. Therefore the amount of shares that have been registered by the Company for resale by certain investors (up to 6,707,715 shares of common stock) constitutes a significant percentage of the issued and outstanding shares and the sale of all or a portion of these shares could have a negative effect on the market price of our common stock. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144.

We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestitures that could result in financial results that are different than expected.

In the normal course of business, we may engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. All such transactions are accompanied by a number of risks, including:

● Use of significant amounts of cash,

● Potentially dilutive issuances of equity securities on potentially unfavorable terms,

● Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets, and

● The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.

● The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. The areas where we may face difficulties in the foreseeable include:

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● Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration,

● The need to integrate each Company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented,

● The need to implement controls, procedures and policies appropriate for a public company that may not have been in place in private companies, prior to acquisition,

● The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration, and

● The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.

From time to time, we may engage in discussions with candidates regarding potential divestures. If a divestiture does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:

● Effectively transfer liabilities, contracts, facilities and employees to any purchaser,

● Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain,

● Reduce fixed costs previously associated with the divested assets or business, and

● Collect the proceeds from any divestitures.

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

The market price of our common stock may be volatile.

The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as:

● Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,

● Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,

● Sale of a significant number of shares of our common stock by shareholders,

● General market and economic conditions,

● Quarterly variations in our operating results,

● Investor relation activities,

● Announcements of technological innovations,

● New product introductions by us or our competitors,

● Competitive activities, and

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● Additions or departures of key personnel.

These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our management has substantial influence over our company.

As of March 25, 2012, Greg Schifrin, our CEO, and Mr. James Baughman together, either directly or indirectly, own or control 6.7 million shares as of the filing date or approximately 32.2% of the Company’s issued and outstanding common stock as of the date of this prospectus and 25.9% of our common stock on a fully diluted basis.

Mr. Schifrin and Mr. Baughman, in combination with other large shareholders, could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL OF THE RISKS INVOLVED IN PURCHASING THE UNITS OFFERED HEREIN. POTENTIAL INVESTORS SHOULD READ THESE RISK FACTORS, THE MEMORANDUM IN ITS ENTIRETY, AND ALSO REVIEW THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BEFORE DETERMINING WHETHER TO PURCHASE THE UNITS.

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WMTN-Terra Project Alaska 2012 Goals and Use of Proceeds The 2012 field seasons primary focus for WestMountain Gold’s (WMTN) Terra Project Alaska is drilling the extension of the Ben Vein Zone to continue the development of the gold and silver resource and the commencement of Pilot Gold Production. The Terra Project NI43-101(2010) documents an inferred resource of 168,000 ounces of gold and 310,000 ounces of silver in the Ben Vein. The 2011 drill program extended the gold mineralization in the vein 200 meters north which doubled the footprint of the resource. The 2011 drill data, which represents the drilling intersection of Ben Vein gold mineralization, expands the resource and the data is currently being modeled to update the resource. With the 2011 drill results WMTN anticipates increasing the resource by upward of 100,000 ounces for a total of 250,000 to 300,000 ounces of gold. Concurrently WMTN is modeling other intercepts of gold mineralization in the numerous parallel veins sets intersected from drilling in 2005 through 2007 that were never modeled by International Tower Hill to further represent the gold resource present.

The 2012 drill program is for 10,000 feet of core drilling to explore the extension of the open ended Ben Vein along strike and down dip to expand the current resource. Infill drilling between previous drilled holes will be incorporated to transition the inferred resource. The current gold and silver resource is the result of drilling 400 meters of strike length of the Ben Vein exposure in 2 Km gold vein mineralized zone in an intrusive diorite, which is one of many identified gold mineralized zones on the 85 square mile Terra Property.

The secondary focus of the 2012 field season is the Pilot Gold Production through bulk sample mining and pilot milling the Ben Vein ore. The projections are to mine and process 1,000-2,000 tons of ore. This should produce an average of 1 ounce gold per ton of ore processed or 1,000-2,000 ounces of gold. WMTN endeavors to see gold production and cash flow contemporaneous with exploration efforts.

The third focus for the 2012 field season is to further investigate the potential of an intrusive related gold deposit in the Terra Project’s Camp Midway area as identified by the 2011 field work by Pacific Rim Geological Consulting’s Geologist, Tom Bundtzen. This will require a concentrated surface field study, geophysics and subsequent drilling in this area.

2012 WMTN USE OF PROCEEDS - TERRA PROJECT EXPLORATION

Terra Project Exploration Budget $7,500,000

Corporate G & A $1,500,000

Project Generation $1,000,000

Total $10,000,000

Use of Proceeds | 2012

WESTMOUNTAIN GOLD CORP, INC 120 E. Lake Street #401 Sandpoint, ID 83864

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The current Financing and Completion of the 2012 Terra Project work as outlined will advance the project as follows:

1 - Deploying an aggressive 2012 drilling program in the Ben Vein Zone, management anticipates the resource in the Ben Vein Zone to exceed 1m ounces gold. WMTN expects to drill 3,050 meters of core drilling.

2 - Continued field evaluation of the numerous other gold targets on the property outside of

the Ben Vein Zone with identification of drill targets.

3 - To field delineation and better ascertain the presence of an intrusive related gold deposit/ porphyry deposit that has been contemplated for this project.

4 - Bulk Sample Mining of Ben Vein Ore and Pilot Milling producing small cash flow and gold production from project.

WMTN cumulative expenditures 2010 and 2011 were $1,931,000 (excluding $712,000 in payables) on the Terra Project. WMTN expenditures in 2012 on the Terra Project of $5,410,000 will transition the WMTN ownership of the Terra Project Property to 51%. An additional $2,159,000 of expenditure by WMTN will complete earn in requirements of $9,500,000 per the JV Agreement to 80% ownership of the Terra Project and Property. Any additional funding raised in the spring of 2012 will be used toward completion of earn in expenditures on the Terra Project in 2013.

BREAKDOWN 2012 TERRA EXPLORATION EXPENDITURES

Drilling Ben Vein Zone $1,735,000

Project Payables Credited to Earn In $712,000

Porphyry Exploration $500,000

Camp Costs $150,000

Bulk Sampling Mining & Milling* $495,000

Project G & A $438,000

Geophysics $300,000

Engineering & Environmental $260,000

Land Costs** $170,000 43-101 $30,000

Corvus Payments*** $250,000

Total $5,040,000 * Bulk Sample Mining and Pilot Mill Processing Ben Vein Ore ~1000 tons including 100 tons of tailing. ** State of Alaska Mining Claims and Annual Lease Payment *** JV Earn In Payment



PHONE (208) 265-1717 ph (208) 906-8621 fx (208) 290-1180 cell


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Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995:

Statements in this presentation regarding WMTN/ Terra Mining Corporation business, which are not historical facts, are "forward-looking statements" that involve risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking as a result of either the matters set forth or incorporated in this presentation. Specifically, the pro-forma financial summaries and balance sheet are possible projections of future results based on the WMTN/ Terra Mining Corporation business plan. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's most recent Form 10-Q and 10-K. Investors and prospective investors should read this presentation in conjunction with the Company's reports on Form 10-K, Forms 10-Q, and other documents as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this presentation.



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