Atna Resources 20-F 2006 FY Annual report (foreign)

U.S. SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

Commission File Number: 0-29336

ATNA RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Province of British Columbia (Canada)

(Jurisdiction of incorporation or organization)

510 - 510 Burrard Street

Vancouver, British Columbia V6C 3A8

Canada

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares Without Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

II

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report:

Title of Each Class	Issued and Outstanding as at March 20, 2006
Common Shares without par value	63,558,637
Preferred Shares without par value	Nil

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨ Yes x No

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 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 ¨ No

Indicate by check mark which financial statements item the registrant has elected to follow:

x Item 17 ¨ Item 18

If this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934):

¨ Yes x No

I

TABLE OF CONTENTS

HYPERLINK \l "_Toc128890492" ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

HYPERLINK \l "_Toc128890513" PART III

HYPERLINK \l "_Toc128890514" ITEM 17.FINANCIAL STATEMENTS

II

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F included herein contain forward-looking statements concerning the Company’s plans at the Pinson Mine property, Triple Junction/Dixie Fork properties and other projects, estimated production, capital and operating cash flow estimates and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends” “strategy”, “goals”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

·   uncertainty of production at the Company’s mineral exploration properties;

·   risks related to the Company’s ability to commence production and generate material revenues or obtain adequate financing for its planned exploration and development activities;

·   uncertainty of capital costs, operating costs, production and economic returns;

·   risks related to the Company’s ability to finance the development of its mineral properties;

·   permitting risks;

·   risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Company’s mineral deposits;

·   commodity price fluctuations;

·   risks related to the Company’s current intention not to use hedging arrangements;

·   currency fluctuations; risks related to governmental regulations, including environmental regulations; risks related to reclamation activities on the Company’s properties;

·   the Company’s ability to attract and retain qualified management;

·   the Company’s lack of infrastructure;

·   mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production; uncertainty related to title to the Company’s mineral properties;

·   the Company’s history of losses and expectation of future losses;

·   the possible dilution of the Company’s interest in the Pinson Mine property; and

·   increased competition in the mining industry.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the Annual Report on Form 20-F, under the heading "Risk Factors'' and elsewhere. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

RESOURCE DISCLOSURE

Terms used in this Annual Report relating to mineral reserves and mineral resources are Canadian mining terms as defined in accordance with National Instrument 43-101 under the guidelines set out in Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Standards on Mineral Resources and Mineral Reserves Definitions and Guidelines as adopted by the CIM Council. Under CIM Standards, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” have the following meanings:

Mineral resource The term “mineral resource”, under CIM Standards, refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted form specific geological evidence and knowledge. Under CIM Standards, mineral resources are categorized as follows:

Measured mineral resource refers to that part of a mineral resource for which a quantity grade or quality, density, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Indicated mineral resource refers to that part of a mineral resource for which quantity grade or quality, density, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Inferred mineral resource refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Cautionary Note to U.S. Investors Concerning Estimates of Mineral Reserves and Mineral Resources:

We advise U.S. investors that the definitions of the terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” under CIM Standards are different than the definitions adopted to the U.S. Securities and Exchange Commission (the “SEC”) and applicable to U.S. companies filing reports with the SEC pursuant to Guide 7. It is the view of the SEC’s staff that:

·   A “final” or “bankable” feasibility study is required to meet the requirements to designate reserves under Guide 7.

·   A historic three year average price is to be used in any reserve or cash flow analysis to designate reserves.

·   To meet the “legal” part of the reserve definition, the primary environmental analysis or document should have been submitted to governmental authorities.

In addition, while the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” and “inferred mineral resource” are recognized and required to be reported by Canadian regulations, the SEC does not recognize them. As such, information contained in this Annual Report concerning descriptions of mineralization, resources and reserves under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. “Indicated mineral resource” and “inferred mineral resource” have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.

II

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The following table summarizes certain financial information, which is derived from and should be read in conjunction with the audited consolidated financial statements included elsewhere herein. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Atna Resources, Inc., incorporated in the State of Nevada, U.S.A. The audited financial statements have been prepared in accordance with Generally Accepted Accounting Practices (‘GAAP’) in Canada and conform in all material respects with accounting principles generally accepted in the U.S.A. except as stated in Note 13 of the notes thereto. The following information should be read in conjunction with these financial statements and notes thereto, included in Item 19 of this report. All monetary data herein is stated in Canadian dollars. See Exchange Rates Data in this section.

	Year ended 12/31/205	Year ended 12/31/04 $	Year ended 12/31/03 $	Year ended 12/31/02 $	Year ended 12/31/01 $
Interest income	384,406	115,315	65,167	97,209	510,138
Other income	2,000	4,000	4,000	4,000	6,000
Operating revenue	Nil	Nil	Nil	Nil	Nil
Net Loss	1,203,836	4,522,611	1,764,935	5,273,769	1,995,641
Net Loss per common share	0.03	0.14	0.08	0.24	0.09
Total Assets	33,746,201	14,258,164	13,547,416	13,031,685	18,142,690
Long-term Debt	Nil	Nil	Nil	Nil	Nil
Net Assets	32,019,896	13,286,976	13,482,199	12,678,906	17,952,675
Capital Stock	51,286,111	40,795,561	36,524,790	34,051,138	34,051,138
Cash dividends per common share	Nil	Nil	Nil	Nil	Nil
Number of shares	55,429,067	38,950,872	30,194,667	21,757,037	21,757,037

(1) U.S. readers should refer to Note 13 of the audited consolidated financial statements contained in this report for an explanation of the material differences between Canadian and U.S. generally accepted accounting principles, and a presentation of figures derived by a hypothetical application of U.S. accounting principles to those financial statements.

(2) Loss per share has been calculated using the weighted-average number of common shares outstanding during the period.

Exchange Rate Data

Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. The exchange rates used herein were obtained from Bank of Canada; however, they cannot be guaranteed.

As at March 20, 2005, the noon rate as quoted by Bank of Canada was Cdn$1.1628 equals US $1.00.

The following table sets out the high and low exchange rates for each month during the previous six months.

	High for Period	Low for Period
February 2006	1.1578	1.1380
January 2006	1.1621	1.1536
December 2005	1.1646	1.1583
November 2005	1.1852	1.1778
October 2005	1.1818	1.1736
September 2005	1.1819	1.1743

The following table sets forth the average exchanges rates for the past five years, expressed as Canadian dollars per U.S. dollars.

Year	Average
2001	1.5484
2002	1.5703
2003	1.4015
2004	1.3015
2005	1.2116

B. Capitalization and Indebtedness

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

C. Reasons for the Offer and Use of Proceeds

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

D. Risk Factors

The securities of the Company are considered speculative due to the nature of the Company’s business and the present stage of its development. A prospective investor should consider carefully the following factors:

Precious and Base Metal Price Fluctuations

The profitability of the Company's operations is dependent upon the market price of certain precious and base metals. The price of such metals or interest related thereto has fluctuated widely and is affected by numerous factors beyond the control of the Company. These factors include international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, global or regional consumptive patterns, speculative activities, levels of supply and demand, increased production due to new mine developments and improved mining and production methods, availability and costs of metal substitutes, metal stock levels maintained by producers and others and inventory carrying costs. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or the investment not retaining its value.

Operating Hazards and Risks

Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Hazards such as unusual or unexpected formations and other conditions are involved. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. The Company maintains liability insurance in an amount that it considers adequate for its operations; however, the Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on the Company's financial position.

Exploration and Development

There is no known body of commercial ore on the Company's mineral properties. Development of the Company's properties will only follow upon obtaining satisfactory exploration results. Mineral exploration and development involves a high degree of risk and few properties explored ultimately are developed into producing mines. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of bodies of commercial ore. The long-term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company's control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection.

Calculation of Reserves and Mineralization and Precious and Base Metal Recovery

There is a degree of uncertainty attributable to the calculation of reserves and mineralization and corresponding grades being mined or dedicated to future production. Until reserves or mineralization are actually mined and processed, quantity of mineralization and grades must be considered as estimates only. In addition, the quantity of reserves and mineralization may vary depending on metal prices. Any material change in quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of the Company's properties. In addition, there can be no assurance that precious or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Government Regulation

Operations, development and exploration on the Company's properties are affected to varying degrees by government regulations relating to such matters as environmental protection, health, safety and labour; mining law reform; restrictions on production; price controls; tax increases; maintenance of claims; tenure; and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company's operations.

Environmental Factors

All phases of the Company's operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on the Company's properties unknown to the Company at present, which have been caused by previous or existing owners or operator of the properties.

Competition and Agreements with Other Parties

The mining industry is intensely competitive at all phases, and the Company competes with many companies possessing greater financial resources and technical facilities. Competition in the mining business could adversely affect the Company's ability to acquire suitable producing properties or prospects for mineral exploration in the future.

The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may have its interest in the properties subject to such agreements reduced as a result. Furthermore, if other parties to such agreements do not meet their share of such costs, the Company may be unable to finance the cost required to complete recommended programs.

Cash Flow

The Company has no source of operating cash flow to fund all of its exploration and development projects. Any further significant work would likely require additional equity or debt financing. The Company has limited financial resources and there is no assurance that additional funding will be available to allow the Company to fulfil its obligations on existing exploration or joint venture properties. Failure to obtain additional financing could result in delay or indefinite postponement of further exploration and the possible, partial or total loss of the Company's interest in certain properties.

Conflict of Interest

Certain directors and officers of the Company are officers and/or directors of, or are associated with other natural resource companies that acquire interest in mineral properties. Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transactions which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.

Title to Assets

Although the Company has or will receive title opinions for any properties in which it has a material interest in Canada and the U.S., there is no guarantee that title to such properties will not be challenged or impugned. The Company has not conducted surveys of the claims in which its holds direct or indirect interests and therefore, the precise area and location of such claims may be in doubt. The Company's claims may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. Native land claim settlements are more advanced in the Yukon Territory than they are in British Columbia, and none of the Company's properties in the Yukon Territory cover areas where the Federal Crown proposes to transfer mineral rights to the First Nations. However, there is no guarantee that this will not change before settlements are finalized. Mineral claim title in Chile is less certain than in Canada and the U.S. The Chilean government makes no effort to establish true claim ownership and allows recording of claims that may be layered on top of pre-existing claims. An underlying claim may or may not lapse with non-payment of taxes. As a result, establishing certainty of claim ownership is a difficult procedure and there is no guarantee that claims the Company acquires in Chile will not be challenged or impugned.

Dividends

The Company has not, since the date of its incorporation, declared or paid any dividends on its Common Shares and does not currently intend to pay dividends. Earnings, if any, will be retained to finance further growth and development of the business of the Company.

Resale of Shares

The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the shares purchased would be diminished.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Atna Resources Ltd. was incorporated under the Company Act (British Columbia) on May 30, 1984, by registration of its Memorandum and Articles under its present name. The Company was extra-territorially registered in the Yukon Territory on April 13, 1995.

The Company formed Atna Resources, Inc., (the “US subsidiary”), a wholly owned subsidiary, to act as its operating arm for mineral interests in the United States. The U.S. subsidiary was incorporated under and by virtue of the General Corporation Laws of the State of Nevada on December 8, 1987, and its principal office is located at One East Liberty, Suite 424, P.O. Box 40817, Reno, Nevada 89504, U.S.A.

Unless the context otherwise requires, the term “Company” in this report means Atna Resources Ltd. together with its U.S. subsidiary.

The head office of the Company is located at 510-510 Burrard Street, Vancouver, B.C. Canada V6C 3A8. The address of the registered and records offices of the Company is 1040 - 999 West Hastings Street, Vancouver, B.C. Canada V6C 2W2.

During the past three years, the Company’s capital and exploration expenditures have been incurred on projects located in the United States, with a substantial amount of the expenditures occurring on the Pinson Mine Property located in Humboldt County, Nevada. The Company has spent aggregate, net proceeds of $20,143482 on exploration over the past three years with $14,330,403 being spent on the Pinson property and the balance spent on exploration and maintenance of the Company’s other US and Canada projects. This exploration has been financed primarily from equity financings and the exercise of stock options in 2003 totaling $2,099,277 and $99,250, respectively; from equity financings, the exercise of warrants and the exercise stock options in 2004 totaling $3,648,758, $458,460 and $109,500, respectively; and from equity financings, the exercise of warrants and the exercise of stock options in 2005 totaling $13,864,940, $5,074,192 and $243,225, respectively.

The Company’s exploration focus remains on the Pinson property, on which it has recently fulfilled the earn-in expenditure requirements to trigger a joint venture decision to be made by Pinson Mining Company, the optionor. In conjunction with the earn-in, the Company has completed a pre-feasibility study and will advance towards full feasibility and a production decision depending on the optionor’s joint venture decision.

The Company has sufficient working capital for property maintenance requirements and administrative overhead for the next 12 months.

B. Business Overview

Atna Resources Ltd. commenced operations in 1984. The Company is a mineral resource exploration company engaged in the business of acquiring and exploring resource properties with a particular focus on precious metal deposits. Since 2002, the Company has focused its efforts on gold exploration and development in the State of Nevada. The Company has property interests in British Columbia, and Yukon Territory, and Arizona. The Company's properties are at various stages of exploration and development. The Company’s projects have no reserves and no cash flow. The Company's properties are not subject to any mortgages and management is not aware of any encumbrances on any property.

C. Organizational Structure

The Company owns all of the issued and outstanding shares of the common stock of Atna Resources, Inc., U.S.A., a Nevada corporation.

D. Property, Plant and Equipment

Pinson Mine Property, Humboldt County, Nevada.

Terms of Acquisition

The Company entered into in an agreement effective August 12, 2004, with Pinson Mining Company (a Nevada general partnership comprised of Homestake Mining Company of California, a California corporation, and Barrick Holding Co., a California corporation), whereby the Company may acquire up to 100% interest in the Pinson Mine Property (the “Earn-in Agreement”). The Company may acquire an initial 70% interest in the Pinson Property by spending US$12 million over 4 years with a commitment to spend US$1.5 million in the first year. Upon the Company’s vesting with a 70% interest in the project and delivering a preliminary feasibility study, Pinson may elect to: (i) back-in to a 70% interest by spending an additional US$30 million on the project over a 3-year period; (ii) form a 70:30 joint venture, with the Company holding a 70% interest as Operator and each party contributing its share of further expenditures; (iii) offer to sell its remaining 30% interest to the Company for US$15 million, thus bringing the Company’s interest in the project to 100%.

Location, Size, and Access.

The Pinson Mine property is located in Humboldt County, Nevada about 30 miles east of Winnemucca. It is accessible by an all weather road leading about 10 miles north of the Golconda Exit from Interstate Highway 80 within the Getchell Gold Belt in north-central Nevada.

 

Figure 1. Location Map of the Pinson Mine Project

The Pinson property is made up of a number of property parcels that are either wholly owned by Pinson Mining Company or under lease/option by Pinson Mining Company and therefore subject to the Earn-in Agreement. The property includes 3,800 acres of patented fee lands wholly owned by Pinson Mining Company, 360 acres of leased patented fee lands, 8,496 acres of federal unpatented lode mining claims wholly owned by Pinson Mining Company, 1,362 acres of leased federal unpatented lode claims. A total of 553 unpatented federal lode mining claims (both owned and leased by Pinson Mining Company) are included in the property position. Total acreage controlled by Pinson Mining Company and subject to the Earn-in Agreement is 14,018 acres.

The Pinson property package is made up of 38 property parcels and nearly all are burdened by one or more retained mineral production royalties. Each parcel’s royalty agreement (or agreements) is structured slightly different than others and therefore the royalty for any given parcel is likely to be slightly different than an adjacent parcel. The following is a summary of the royalty burden on all parcels as understood by the Company as of the date hereof based on information provided to the Company by Pinson Mining Company:

Parcel Location	Property Description	Acreage	Royalty Description
Township 38 North, Range 41 East
Section 36	18-lode claims-PMC	360	5.0% Net Smelter Return (“NSR”); and $0.50 per ton of ore produced.
Township 38 North, Range 42 East
Section 16	12-lode claims	264	5.5% NSR
	3-lode claims	56	5.0% NSR
Section 20	28-lode claims	460	No Royalty Burden
	5-lode claims	102	4 -5% NSR on precious metals, 2.5% NSR on base metals, & $1.00 to $1.50/ton for barite or barium based on specific gravity of ore.
	4-lode claims	78	5.5% NSR
Section 21	640 acres of private land	640	5.5% NSR
Section 22	18-lode claims	360	5.0% NSR
Section 23	640 acres of private land	640	7.5% NSR.
Section 24	36-lode claims	640	2.5% NSR 1.0% NSR capped at $135,000
Section 25	480 acres of private land	480	7.5% NSR
Section 26	36-lode claims	640	2.5% NSR) 1.0% NSR capped at $135,000
Section 27	640 acres of private land	640	7.5% NSR.
Section 28 (see footnote 1)	23-lode claims	400	5.0% NSR
	7-lode claims	120	5.5% NSR
	120 acres, private land	50 (net)	2.0% NSR
		70 (net)	5.0% NSR
Section 29 (see footnote 1)	640 acres of private land	640	5.5% NSR
Section 30	32-lode claims- PMC	545	No Royalty burden
	5-lode claims-PMC	95	5.0% NSR
Section 32 (see footnote 1)	18-lode claims	370	2.0% NSR
	20-lode claims	270	5.0% NSR
Section 33 (see footnote 1)	640 acres of private land	640	7.5% NSR
Section 34	36-lode claims	640	2.5% NSR 1.0% NSR capped at $135,000
Section 36	18-lode claims	320	2.5% NSR 1.0% NSR-capped at $135,000
Township 38 North, Range 43 East
Section 30	36-lode claims	640	2.5% NSR 1.0% NSR-capped at $135,000
Township 37 North, Range 41 East
Section 12	25-lode claims	450	5.0% NSR $0.50 per ton of ore produced
Section 13	40-acre fee land	40	5.0% - 5.5% NSR
	320-acre fee land	320	5.0% - 5.5% NSR
Section 14	24-lode claims	438	5.0% NSR and $0.50 per ton of ore produced
Township 37 North, Range 42 East
Section 4	10-lode claims	200	No Royalty burden
	20-lode claims	320	5.0% NSR
	8-lode claims	120	5.0% NSR
Section 6	36-lode claims	640	5.0% NSR
Section 8	30-lode claims	520	5.0% NSR
	6-lode claims	120	No Royalty
Section 16	3-lode claims	50	5.0% NSR
Section 18	18-lode claims	360	5.0% NSR and $0.50 per ton of ore produced
	18-lode claims	280	2.5% NSR 1.0% NSR - capped at $135,000
	Total Acreage	14,018

 (1) The resource announced in February 2005 by Atna Resources, Ltd. for the Pinson project and supported by the Pinson Gold Property Technical Report (filed in March 2005 with SEDAR) is located within four (4) square miles highlighted in the land/royalty table above (Sections 28, 29, 32, and 33 of Township 38 North, Range 42 East). Due to the relatively high-level of uncertainty for resource-level tonnage and grade calculations, particularly when the majority of the resource is categorized as “Inferred”, Atna has not yet broken down the resource into individual property parcels. Ultimately, should a minable reserve be established, Atna will determine exactly what resource blocks are located on which parcels such that an accurate mine plan, royalty payment burden, and cash flow model for the project may be established as part of a full feasibility study on the project’s mineral resources and or reserves (if reserves are established in the future).

History and Previous Exploration

The Pinson Mine property is located at the north end of the Battle Mountain - Eureka/Cortez trend where it intersects the Getchell trend. The area is prolifically mineralized with well over 24 million ounces of gold from past production and resources reported from the Getchell, Turquoise Ridge, Twin Creeks, Lone Tree and Pinson operations. The Pinson Mine produced over 987,000 ounces of gold from relatively low-grade oxidized ore by open pit mining methods, prior to 2000. Gold production came from decalcified, locally silicified and/or argillized, fine-grained, limy sedimentary rocks of the Cambrian aged, Comus Formation. Mineralization is focused along and adjacent to the Getchell Fault zone, a major ore control at the Getchell Mine to the north of the project.

Between 1997 and 2003, Pinson and its predecessors drilled over 200 diamond and rotary drill holes (>70,000 meters) on the property exploring for extensions of mineralization exposed at the bottom of the mine’s several open pits. This work resulted in a number of encouraging gold intercepts in several target areas.

Exploration Work

The Company is exploring potential for the underground development of several known zones of high-grade gold mineralization that dip below the Pinson open pit mines, where production ceased in 2000. Samples of mineralized intersections from approximately 65 holes drilled over the past 20 years were reassayed to enable integrating assay data into a systematic database with appropriate standards and quality control.

A drill program began at the end of August, 2004, to define a resource and to acquire geotechnical data in two target areas from near surface to a depth of 1,500 - 2,000 feet. Drilling focused more intensively on the relatively shallow portions of the CX zone, which extends from the base of the CX pit and on the Range Front zone, which dips below both the CX and the Mag pits. A total of 30 holes, including about 20,000 feet of reverse circulation pre-collars and 10,000 feet of core tails were completed by the end of February, 2005.

A resource estimate was carried out resulting in 1,758,000 tons of measured plus indicated mineral resources containing approximately 500,000 ounces gold at a 0.15 opt cut-off. An additional 4,211,000 tons of an inferred mineral resource is estimated to contain 1,300,000 ounces gold with a 0.15 opt cut-off. The resource is summarized at several cut-off grades in the following tables:

Range Front and CX Zones, Resource Estimate⁽¹⁾

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources. This section uses the terms “measured” and “indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

	0.15 Au opt cut-off		0.20 Au opt cut-off(2)		0.25 Au opt cut-off
	Tons	Grade Au opt	Tons	Grade Au opt	Tons	Grade Au opt
Measured	445,000	0.27	319,000	0.30	213,000	0.34
Indicated	1,313,000	0.30	1,148,000	0.32	860,000	0.36
Measured+Indicated	1,758,000	0.30	1,467,000	0.32	1,073,000	0.35

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability.

(2) Base case.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources. This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

	0.15 Au opt cut-off		0.20 Au opt cut-off(2)		0.25 Au opt cut-off
	Tons	Grade Au opt	Tons	Grade Au opt	Tons	Grade Au opt
Inferred resources	4,211,000	0.32	3,889,000	0.33	3,054,000	0.36

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability.

(2) Base case.

Range Front and CX Zones, Total Contained Ounces

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources. This section uses the terms “measured” and “indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

	0.15 Au opt cut-off	0.20 Au opt cut-off(2)	0.25 Au opt cut-off
Measured	119,000	97,000	73,000
Indicated	400,000	371,000	305,000
Measured +Indicated	519,000	467,000	379,000

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability.

(2) Base case.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources. This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

	0.15 Au opt cut-off	0.20 Au opt cut-off(2)	0.25 Au opt cut-off
Inferred Resources	1,332,000	1,273,000	1,084,000

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability.

(2) Base case.

While the economic viability of all mineral resource estimates, which are not classified as minable reserves, cannot be assured, the Company has based its resource analysis on operating mines in Northern Nevada, with similar ore type, exploitation method, metallurgical and milling characteristics. The key assumptions are as follows:

1) Underground mining utilizing underhand, drift-and-fill exploitation methods. Cost estimated at US$50/ton of ore mined (inclusive of backfill costs). These costs are based upon the Company’s initial negotiations of contract rates for mining and development work with Small Mine Development (“SMD”).

2) Access to the mineralized zones will be via ramp/decline beginning from the bottom of the existing CX-pit floor.

3) The daily production rate from the combined Range Front and CX zones is estimated to be 700 tons per day.

4) Carlin-type, refractory gold ore (similar to Getchell, Meikle, Jerritt Canyon, Deep Star mines), with recoveries estimated to be 93%.

5) Processed by toll milling at third-party mill (Newmont’s Twin Creeks, Gold Quarry, or Lone Tree mills; Barrick’s Goldstrike complex; and/or Queenstake’s Jerritt Canyon mill). Toll milling costs are estimated to be $25/ton milled, including transportation. This is based on initial discussions between Atna and the third-party operators and assumes that 100% of Pinson ore will require either autoclave or roaster processing.

6) Site indirect and administrative costs (General and Administrative costs) are estimated to be approximately $7/ton.

7) Projected gold price of $400/oz.

The mineral resource estimate is based on assay results from 236,000 feet of drilling in 401 holes including the 30,000-foot drill program recently completed by the Company. The estimate includes the Range Front and CX zones, which are two parallel zones of mineralization 600 feet apart that dip below previously mined open pits. The block model grade estimation is derived from the geologic interpretation and geostatistical analysis of the drill hole sample data. Robert Sim, P.Geo., an independent geologist specializing in mineral resource modelling and estimation and a Qualified Person as defined by National Instrument 43-101, is responsible for the resource estimate and supervised the preparation of the entire Pinson Gold Property Technical Report. The Company is unaware of any environmental, permitting, legal, title, taxation, socio-political, marketing or other factors that will have an adverse material impact on the mineral resource.

During 2005, the Company initiated a phase two work program at Pinson that included the development of a 14-foot by 16-foot adit to gain access to underground drill stations to further explore, define and expand the area of the Range Front mineralized zone and other mineralized structures in the hanging wall of the Range Front zone. Work during 2005 included the development of 3010 feet of exploration adit, crosscuts and drill stations. Drifting in the main adit encountered a new mineralized structure, the Ogee zone, in late July that contained in channel samples an average of 0.68 oz/ton gold over a width of 35 feet. Drilling subsequent to the initial discovery in the adit has confirmed that the mineralized zone is laterally extensive and well mineralized with gold. The initial discovery drill hole, UGOG-004 contained an intercept grading 0.97 oz/ton over a core length of 148.5 feet. A total of 35 diamond drill holes have been completed through the zone and assay results have demonstrated average gold grades in excess of 0.5 oz/ton gold over potentially minable widths. No resource calculation has been completed on this new zone and several drill holes remain to be assayed. The zone is open at depth and along strike, but additional drilling must wait until new underground drill stations are developed.

Work also continued on the Range Front zone to increase data density within the upper portion of the Range Front mineral resource announced in February 2005. Work within this zone included 3 underground diamond drill holes and 43 surface drill holes. Surface drilling included reverse circulation rotary drilling to complete and case pre-collars for later diamond drill-tails, diamond core only holes, and several in-fill and exploration reverse circulation rotary holes. Up to four drill rigs (2 core and 2 rotary) were active on the property during 2005 and completed over 27,000 additional feet of drilling. No update to the mineral resource calculation as been completed on the Range Front zone. The work program laid-out in early 2005 has not yet been completed and additional drilling continues in the Range Front. No work was conducted on the CX structure during the year, but plans are currently being formulated to further explore this zone in conjunction with underground development work on the Ogee and Range Front zone during 2006.

Total drilling at the property during 2005 included 27,046.6 feet of surface drilling (diamond and reverse circulation rotary drilling) and 12,683.4 feet of underground diamond drilling.

Surface Plant and Equipment

A variety of equipment remains on the property including several small buildings, water pipelines, and an electrical sub station. The Company is nearing completion of a small office/dry/warehouse building to support further work at the property.

Triple Junction/Dixie Fork, Nevada, USA

Terms of Acquisition

The Company owns a 100% interest in the property, subject to a 3% NSR (uncapped) and an obligation to pay the vendor 5% of any cash proceeds received by the Company, to a maximum of US$500,000, in the event that the Company transfers any part of its interest in the property to any arm’s length third party.

Through an agreement dated September 7, 2004, the Company optioned the properties to Sage Gold Inc. whereby Sage may earn a 55% interest in the properties by drilling a minimum of 10,000 feet by November 30, 2007, and may increase its interest to 70% by completing a feasibility study on the property. The Company retains the right to participate with either a 45 or 30 percent interest, depending on Sage’s election.

Location, Size and Access

The Triple Junction/Dixie Fork property is located at the south end of the Carlin Trend 50 km SW of Elko in north central Nevada, USA and consists of 31 lode claims for approximately 251 hectares (620 acres). The Triple Junction property is located approximately 6 km south east of Dixie Fork and is comprised of 36 lode claims for approximately 259 hectares (640 acres). Access to both properties is by 4-wheel drive roads off secondary highways.

Figure 2. Location Map of the Triple Junction and Dixie Fork Properties

History and Previous Exploration

Dixie Fork

There is no record of exploration or mining at Dixie Fork, prior to acquisition by the Company.

The Dixie Fork property is located in the Pinon Range, 19 km (12 miles) SSW of the Newmont Mining Company’s Rain/Tess/Saddle Mine complex, in Elko County, Nevada. The property is situated along a major, WNW-trending, Rain Fault-parallel high-angle graben fault structure. This structure separates younger, down-dropped Upper Plate black shales in the interior of the graben from Lower Plate sandy strata of the Mississippian Chainman Formation. Felsic dikes cut the Chainman strata near the bounding graben faults. Mineralization is present at Dixie Fork in the form of argillically altered and pyritized wallrocks, local barite, and anomalous pathfinder element geochemistry. The main gold target is the contact of Mississippian Webb Formation with underlying Devonian Devil’s Gate Limestone, adjacent to the graben fault structures.

Triple Junction

Westmont Gold staked claims over the Triple Junction area in the late 1980’s, and made a generalized outcrop geologic map of the region in 1988. They first drilled 12 shallow rotary exploration holes into area targets in 1990-1991, and 8 holes in 1992. Westmont’s best drill hole intercept was 50 feet containing 0.045 ounce per ton gold, in hole JW-90-08. Cameco acquired the property in the late 1990’s and drilled several holes. No subsequent exploration is known at Triple Junction, prior to its acquisition by the Company.

The Triple Junction property is located in the Pinon Range, 22.5 km (14 miles) SSW of the Newmont Mining Company’s Rain/Tess/Saddle Mine complex, in Elko County, Nevada. Triple Junction is situated along a major, NNW trending, high-angle graben fault structure. This structure separates younger, down-dropped conglomerates of the Lower Plate Diamond Peak Formation on the west side of the structure from uplifted, conglomerate-bearing, silty to sandy strata of the Mississippian Chainman-Diamond Peak Undivided complex to the east. Felsic dikes/plugs and barite veins cut the Chainman strata near the bounding graben faults. Mineralization is present at Triple Junction in the form of strong, argillically-altered wallrocks with local pyritization and barite. Surface gold assay values, up to 7 grams per tonne gold, over widths of up to several meters occur on the property. Strongly anomalous pathfinder element geochemistry is noted in rocks and soils. The main gold target is the contact of Mississippian Webb Formation with the underlying Devonian Devil’s Gate Limestone, adjacent to the NNW-trending control fault structure.

Mapping and geochemical sampling in 2003 further defined the stratigraphy and alteration zones. A gravity survey delineated areas of relatively shallow basement (Devil’s Gate) stratigraphy and fault structures. No work was carried out in 2004 by the Company or 2005 by Sage Reources, the Company’s venture partner on the property.

Beowawe, Nevada, USA

Terms of Acquisition

In an agreement dated November 7, 2002, the Company obtained an option from Carl Pescio to acquire a 100% interest in 95 Beowawe lode claims, subject to a 3% royalty on gold revenue, less US$15 per realized ounce. To exercise this option, the Company has to pay to the optionor an aggregate of US$80,000 (US$40,000 paid) in cash, allot and issue to the optionor up to 150,000 (100,000 shares issued) common shares in three separate tranches of 50,000 shares each, and carry out a combined minimum 20,000 feet (7,150 feet drilled) of exploratory drilling on the Beowawe and/or Golden Cloud properties prior to November 6, 2005. Following the exercise of the option, the Company will have to make annual advance royalty payments of US$50,000 and US$75,000, respectively, for the first two years and US$100,000 each subsequent year until the commencement of commercial production. A finder’s fee is payable to a third party, equal to 5% of the first US$500,000 expenditures and payments made by the Company during the first 2 years of the agreement, and 3% of all expenditures and payments that are in excess of US$500,000 during the first two years of the agreement. The finder’s fee is capped at US$500,000. In an amending agreement dated August 20, 2005, for a consideration of US$50,000 paid to the optionor, the exploratory drilling commitment has been reduced to an additional 6,000 feet of drilling (over and above the 7,150 feet already drilled) before November 6, 2006. All other terms and conditions of the agreement remain unchanged.

In an agreement dated March 26, 2003, the Company obtained an option to acquire a 100% interest on 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 3% royalty on gold revenue, which can be purchased for US$250,000 or 700 ounces of gold, whichever is greater, per percentage point. To exercise this option, the Company has to pay the optionor an aggregate of US$42,500 (US$5,000 paid) in cash on or before December 1, 2006. Thereafter, the Company will pay a minimum royalty of US$5,000 on every December 1st anniversary.

In a separate agreement dated June 5, 2003, the Company obtained an exclusive lease and option to acquire a 100% interest in 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 1% NSR royalty. The lease agreement requires the Company to pay advance royalties of US$500 (paid) on signing the agreement, US$1,000 (paid) prior to June 2004 and US$2,000 each subsequent year until the commencement of commercial production. The Company has the right to buy a 100% interest in the property, including surface and mineral rights, at any time for US$250,000.

The Company entered into an agreement with Apolo Gold & Energy Inc. (“Apolo”) in September, 2005. Apolo has the option to acquire a 55% interest in the Beowawe property by issuing a 100,000 restricted shares (received) to the Company upon execution of the Joint Venture Agreement and by issuing an additional 50,000 restricted shares or $50,000 worth of restricted shares, whichever, is greater on the first anniversary of the agreement and by spending US$1,700,000 on exploration over a four-year period. Upon completion of the work commitment, Apolo may increase its interest to 70% by completing a bankable feasibility study. If the Company does not participate in project financing after tabling of the feasibility study, the Company will dilute to a 15% Net Profits Interest.

Location, Size and Access

The Beowawe property is located in Eureka and Lander Counties, Nevada, within the central part of the Northern Nevada Rift, 105 km SE of Winnemucca and consists of 100 unpatented lode claims and two patented, fee-land parcels for an approximate total area of 749 hectares (1,850 acres).

Figure 3. Location Map of the Beowawe Property

Access to the property is by all weather gravel roads off secondary Highway 306 that originates at Interstate 80.

History and Previous Exploration

At least 50 geothermal test holes were drilled in the Beowawe area during the period 1959 to 1985. The prime purpose of these holes was to identify geothermal energy resources at the Beowawe geothermal field. The geothermal exploration work culminated in the construction of an electrical generating plant in 1985. The plant currently produces 16 MW of electricity from a field with a total capacity of 200 MW.

During the period 1983 to 1996, the project area was explored for gold mineralization, with a total of 39 drill holes by Chevron, Bow Valley, WFD Limited, and North in the White Canyon area. In 2000, Balaclava Mines Ltd. completed four holes on the property and in 2002 the property was staked by Carl Pescio.

The Beowawe project is located in the central part of the Northern Nevada Rift, near the Mule Canyon and Fire Creek deposits. The property covers the intersection of the Northern Nevada Rift and the more locally prominent Malpais range-front fault zone, both of which are normal faults active since the Miocene. The Malpais fault zone controls the location of the Beowawe geothermal field near the western margin of the project area.

Several partly eroded and/or buried hot-spring sinter deposits, closely associated with multiple zones of intense silicification and anomalous in gold and mercury, are exposed in the footwall of the Malpais Fault, east of the hot springs. The east-west target trend is comprised of a combination of sinter, silicification, extensive geochemical anomalies (Au-Hg-As), and hot spring-type hydrothermal alteration along a seven-kilometer structural trend east of the active hot springs including the previously mined Red Devil mercury deposit. Previous operators intersected wide sections of anomalous gold at shallow levels, including 502 ppb gold over 16.8m, and 130 ppb gold over 106m. Brecciated quartz-chalcedony veins, up to 3.0m wide and trending ENE - WSW, are exposed at surface. The Company will target ‘bonanza’ style mineralization within these veins at depth.

Work programs in 2003 included detailed mapping, sampling, and data compilation. The Company conducted an induced polarization geophysical survey (IP), to evaluate areas of alluvial or post-mineral volcanic cover, identifying several bonanza-grade epithermal vein targets.

Exploration Work

In 2004, a total of three holes were drilled to test the geothermal well gold anomalies and targets in the White Canyon area. There was no encouragement warranting follow-up near the geothermal wells. Geochemically anomalous mineralization and alteration were intersected at White Canyon. No drilling was conducted during 2005.

Underground and Surface Plant and Equipment

There is no underground or surface plant or equipment on the Beowawe property, nor is there any known commercial ore body.

Clover, Nevada, USA

Terms of Acquisition

In an agreement dated March 11, 2003, the Company obtained an option to acquire a 100% interest in 22 claims on the Clover property, subject to a 3% NSR royalty, which can be purchased for US$1,000,000 per percentage point. Terms of the agreement include cumulative total payments to the vendor of US$305,000 (US$50,000 paid) over 7.5 years. In addition, the Company agreed to retain the vendor as an independent consultant to perform services on the property at a daily rate of US$400 for at least 10 days per year during the first two years. The Clover property is subject to a Finder’s Agreement dated February 10, 2003, amended April 22, 2003, whereby the Company agreed to pay a finder’s fee of $5,000 (paid) upon execution of the acquisition agreement, and US$10,000 (paid) and US$20,000, respectively, for the first two years after the agreement and US$30,000 on each subsequent anniversary until the commencement of commercial production. The finder’s fee is capped at a maximum of US$500,000.

The Company entered into an agreement in June, 2005, with New Sleeper Gold Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100% interest in the property, subject to a 3% NSR royalty, which can be purchased for US$1,000,000 per percentage point. New Sleeper can acquire the property by making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5 years. Subsequent to the 2005 year end, the agreement was terminated.

Location, Size and Access

The Clover property is situated 68 km northeast of Winnemucca in Elko County, north-central Nevada, and consists of 110 unpatented lode claims covering approximately 809 hectares (2,000 acres).

Figure 4. Location Map of the Clover Property

Access is via all weather gravel roads off Nevada State Route 18 and accessed from Interstate 80 at the Golconda exit. Driving time from Winnemucca is approximately 45 minutes. A series of poorly maintained dirt roads provide access to most areas of the property. The topography on the property is moderate, rising to 6,400 feet above sea level off the 5,000 feet above sea level pediment covered valley bottom.

History and Previous Exploration

Prior to 1982, no record exists of historical exploration and/or development on the property, although scattered prospecting pits and shallow shafts are seen within the claim area. In 1982, Nassau Minerals had claims in the area and completed geological mapping, rock geochemical sampling, and drilled 8, shallow, reverse-circulation (RC) holes totaling 1,535 feet. Amax Gold joint-ventured the property from Nassau in 1987 and during 1988 completed additional geological/geochemical surveys and drilled 16 RC holes totaling 6,835 feet. Nassau joint ventured the property with Touchstone from 1989 to 1992 and completed 3 RC holes totaling 970 feet. Nassau dropped the claims in 1993.

Gold Fields/Santa Fe held claims in the property area in 1994 and conducted extensive sampling and drilled 10 holes before dropping the property. Echo Bay acquired the property in 1995 and completed geological mapping, rock and soil geochemical sampling, ground magnetic and IP geophysical surveys, and drilled 24 RC holes for 12,762 feet in 1996. In 1997, Romarco Nevada Inc. joint ventured the property with Echo Bay, and in 1998 drilled 17 RC and diamond holes for 9,471.5 feet.

The Clover prospect is a high-grade vein-hosted epithermal gold prospect, in a similar geologic setting to Newmont Mining’s Ken Snyder mine.

Clover is situated along the northern margin of the Midas trough, on the southwest flank of the Snowstorm Mountains. The property is underlain by mid-Miocene aged, bi-modal volcanic rocks on the western margin of the Northern Nevada Rift. These rocks are the stratigraphic equivalents to the units that host bonanza veins in the Midas district. Altered rhyolitic volcaniclastic rocks exposed throughout the property contain anomalous gold (20-70 ppb).

Gold mineralization occurs within a north-northwest trending, structurally complex corridor named the Jake Creek trend. Drilling by previous operators intersected mineralized and veined breccias and shear zones, with significant intercepts including 9.7m grading 25.3 g/t gold, and 3m grading 10.0 g/t gold. Mineralization occurs within two zones that are largely open along strike and down-dip, associated with north-northwest striking reverse fault breccias, as well as sub-vertical structures. High-grade float boulders grading up to 30.9 g/t gold and 308.6 g/t silver in grab samples were discovered on the property approximately two kilometers north-northwest of this drilling along the trend.

Following-up a regional airborne geophysical survey, Newmont Exploration conducted a ground CSAMT geophysical survey across an extension of the north-northwest trending structural zone hosting mineralization at the project. The survey included three geophysical test lines oriented perpendicular to the trend of mineralized structures found in drill holes in the southern portion of the property. Results of this survey indicate the possible presence of altered rocks along the fault zone with potential for additional zones of mineralization. Newmont did not drill test the geophysical anomaly.

Drilling by New Sleeper Gold

During 2005, New Sleeper Gold permitted drill access roads and completed three diamond drill holes totaling 2,733 feet. The drilling was conducted near previous drilling at Clover Hill where previous results included high-grade gold intercepts. No significant gold intercepts were cut in the New Sleeper drilling.

2006 Work program

The Company is seeking a new venture partner to advance the project and drill test the numerous targets identified in previous work.

Underground and Surface Plant and Equipment

There is no underground or surface plant or equipment on the Clover property, nor is there any known commercial ore body.

II

Jarbidge, Nevada, USA

Terms of Acquisition

By an agreement dated December 5, 2003, the Company obtained an option to acquire a 100% interest in 264 Jarbridge unpatented lode claims and 4 patented lode claims located in Elko County, Nevada, by paying a total of US$600,000 (US$10,000 paid) to the Optionor by December 5, 2009, and incurring aggregate exploration expenditures of US$300,000 by December 5, 2006. The property is subject to a NSR ranging from 1.5-2.5%.

By an agreement dated December 15, 2004, the Company obtained an option to acquire 100% interest in 10 unpatented lode mining claims situated in the Jarbidge Mining District, Elko County, Nevada, referred to as the Pavlak Group Option. The agreement calls for an initial payment of US$2,100 upon execution (paid) and graduated annual payments from $4,200 on the first anniversary to US$9,000 on the forth and future anniversary dates. The Company may purchase the property and all retained royalty interest at anytime for US$375,000. All annual payments apply to the purchase price as do any production royalty payment due under the agreement. The property is subject to a 2.5% NSR production royalty, until such time as the option to purchase is exercised by the Company.

By an agreement dated February 4, 2005, the Company leased 8 patented lode mining claims located in the Jarbidge Mining District, Elko County, Nevada, from Century Gold LLC. The agreement calls for an initial payment to the property owner of US$5,000 (paid) and annual lease payments ranging from US$5,000 on the first anniversary up to US$25,000 per year on the eighth anniversary and thereafter. The mining lease calls for a 5% NSR royalty and the Company has the option of purchasing one-half (2.5%NSR) of the retained production royalty within the first ten years of the agreement for US$2,000,000.

By an agreement dated February 4, 2005, the Company obtained an option to acquire 100% interest in 6 unpatented lode mining claims located in the Jarbidge Mining District, Elko County, Nevada, from the Big Ledge Group. The agreement calls for gradually escalating annual payments ranging from an initial payment due on execution of US$1,500 (paid) to US$6,000 on the forth anniversary date and thereafter. The Company may purchase 100% interest in the property for $500,000 and all annual payments are considered advanced royalty payments and recoupable from any actual production royalty payments due to the owner. The property is subject to a variable royalty of 1.5% NSR on gold sales below $350 per ounce gold up to a maximum of 3.0% NSR when gold is sold at greater than $400 per ounce.

Location, Size and Access

The Jarbidge property is located in northeast Nevada within Elko County, approximately 160 road kilometres north-northeast of the town of Elko, Nevada. Access is provided by state and county maintained paved and gravel roads to the small town of Jarbidge located in the centre of the mining district.

Figure 5. Location Map of the Jarbidge Property

The project includes 12 patented lode, mining claims and 280 unpatented lode claims encompassing an area of approximately 1,191.5 hectares (2,944 acres). This includes 1,170.5 hectares (2,892.3 acres) of unpatented lode mining claims and 21 hectares (51.7 acres) of patented lode mining claims.

History and Previous Exploration

The Jarbidge District was discovered in 1909. Total historic gold production, between 1910 and 1932, is estimated to be over 400,000 ounces of gold and 1.2 million ounces of silver. Incomplete production records indicate the district was the source of approximately 818,181 tonnes of ore (900,000 short tons) with a recovered grade of 16.7g/t gold (0.486 ounce gold/ton) and 49g/t silver (1.43 ounces silver/ton).

Since the 1930s, little attention has been given to the district other than reconnaissance exploration efforts for large, low-grade bulk minable gold-silver deposits. The district is a classic example of a bonanza-grade, low-sulfidation, epithermal, volcanic hosted vein system comparable to the Tertiary-age volcanic-hosted gold-silver Midas District in Nevada.

Drilling, in the district was completed by Freeport McMoran Exploration in the early 1980’s directed towards the discovery of a bulk minable disseminated gold deposit. Freeport abandoned its efforts in 1982 after drilling six holes (1,441 meters). Freeport’s best intercept was 2.2 g/t gold and 22.7 g/t silver over a length of 10.7 meters. Following Freeport’s efforts, Moly Corp. entered the district and conducted an evaluation for bulk minable gold deposits. Moly Corp. drilled 13 holes, totaling 1,414 meters in 1984. The best interval intercepted by Moly Corp was 1.5 meters grading approximately 180 ppb gold.

Mr. John D. Bernt entered the district in the 1980’s and began prospecting and acquiring land and developed a number of high-grade vein targets with supporting assay data from surface sampling. The Company’s rock sampling include gold assays up to 1,000g/t gold from banded quartz-chalcedony vein samples. Reconnaissance sampling of vein exposures in the district, (up to 41 g/t gold) was performed by the Company’s field crews in 2003. The Company’s work program for 2004 included detailed surface soil and rock sampling and geologic and structural mapping of the district to determine the character of the historic ore shoots and the potential for undiscovered on-strike extensions. A permit application was submitted to the United States Forest Service to allow the Company to drill at up to 36 drill sites for a total of 72 drill holes totalling over 15,000 meters of drilling. The permits were designed to allow significant follow-up to an initial phase of drill testing.

The Company conducted only permitting related activities on the property during 2005. This work included the finalization of the detailed archaeological survey required under US Forest Service (USFS) regulations. Subsequent to the close of business in 2005, this survey was submitted to the USFS and the State Historical Preservation Office (SHPO). SHPO must approve the work contained within the permit after a 30-day notice period, unless the work includes the destruction of significant archaeological sites. The Company does not anticipate any further delays with the drill permits and now anticipates full approval, subject to reclamation bond posting, well before the summer drilling season of 2006.

Proposed Exploration Work

The Company is planning a 5,000 foot core drilling program for 2006 as an initial drill test of the targets identified during 2004. Significant follow-up drilling may be carried out if the initial results are encouraging. The timing of the commencement of drilling activities on the project is controlled by the issuance of a formal decision on the Company’s permit application by the United States Forest Service. The 2006 work program will also include follow-up surface geochemical sampling and continued geological mapping to identify additional drill targets.

Underground and Surface Plant and Equipment

There is no underground or surface, plant or equipment of commercial value on the Jarbidge property, nor is there any known commercial ore body.

Wolverine Properties, Watson Lake Mining District, Yukon Territory

The Company sold its 39.4% interest in the Wolverine properties to its former joint venture partner, Yukon Zinc Corporation (“Yukon Zinc”) (previously named Expatriate Resources Ltd.) on May 31, 2004. The Company received $2,000,000 in cash payments, 10,000,000 common shares of Yukon Zinc, 5,000,000 warrants exercisable for 2 years at a price of $0.32 per share, and a net smelter royalty on revenues from precious metals indexed to the price of silver. The royalty is 4% at a price of US$5.00 per ounce of silver, increasing to 10% if the price of silver exceeds US$7.50 per ounce. During 2005 and 2006, the Company exercised the 5,000,000 warrants and sold an aggregate of 13,500,000 common shares of Yukon Zinc.

Marg Property, Yukon Territory

Terms of Acquisition

The Company purchased a 66.7% interest in the Marg property for $250,000 in cash on January 20, 2000, with Cameco Corporation (“Cameco”) owning the remaining 33.3% interest. During 2004, the Company purchased the remaining 33.3% interest in the property from Cameco for a payment of CDN$80,000, bringing the Company’s total interest to 100%.

On March 1, 2005, the Company sold its 100% interest in the property to Yukon Gold Corporation Inc. (“Yukon Gold”) for cash payments totaling CDN$1,600,000 and 400,000 common shares in Yukon Gold. The Company received an initial payment of $150,000 and 133,333 common shares in Yukon Gold. Subsequent payments are scheduled as follows: $50,000 cash and 133,333 common shares on or before December 12, 2005 (cash and shares received); $100,000 cash and an additional 133,334 common shares on or before December 12, 2006; $100,000 on or before December 12, 2007; and $200,000 on or before December 12, 2008, payable as a combination of cash or common shares. Upon the commencement of commercial production, Yukon Gold shall pay the Company an additional $1,000,000 in a combination of cash and common shares.

Other Properties

The Company owns some other properties in the British Columbia, Yukon Territory, Nevada and Chile that are at an early stage of exploration. The Company also conducts research into areas believed to have favourable geology and carries out reconnaissance exploration in target areas where the potential for making significant discoveries is high.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the financial condition, changes in financial condition, and results of operations, of the Company for each of the years in the three-year period ended December 31, 2005, should be read in conjunction with the financial statements of the Company included in Item 17 - Financial Statements.

The Company's financial statements are presented in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). Material differences between Canadian and U.S. GAAP, as applicable to the Company, are set forth in Note 13 to the financial statements of the Company included in Item 17 - Financial Statements.

A. Operating Results

The Company has financed its operations principally through the sale of its equity securities. As the Company does not have any producing mineral properties, its only revenue source is interest income earned from amounts on deposit. Interest income earned is dependent on the amount of funds available for deposit and changes in the interest rates. Unless the Company is able to acquire one or more advanced-stage properties with the potential to generate near term profit and cash flow, or is able to obtain additional funds through the sale of its equity securities, the amount of interest income earned is expected to decrease as the Company continues to expend funds exploring its existing mineral properties.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

The Company incurred a loss of $1,203,836 (2004 - $4,522,611; 2003 - $1,764,935) resulting in basic and diluted loss per share of $0.03 (2004 - $0.15; 2003 - $0.08). The loss was primarily attributed to a write-off of mineral property costs of $315,809 (2004 - $1,881,448; 2003 - $743); a write-down of marketable securities of $233,244 (2004 - $Nil; 2003 - $32,799); a gain on sale of marketable securities of $411,877 (2004 - $45,858; 2003 - $38,492); and a loss on the sale of properties of $Nil (2004 - $1,615,809; 2003 - $4,586).

The Company completed a brokered and non-brokered private placement financing on August 4, 2005 and August 11, 2005, respectively, receiving aggregate net proceeds in the amount of $5,128,107 (2004 - $3,648,758; 2003 - $2,099,277) by issuing 7,000,000 common shares at a price of $0.80 per share; completed a Special Warrants financing on December 16, 2005, receiving net proceeds of $9,331,663 by issuing 7,450,000 special warrants at a price of $1.35 per special warrant with each special warrant convertible to one common share of the Company upon qualification by a short form prospectus; received aggregate proceeds of $243,225 (2004 - $109,500; 2003 - $99,250) from the exercise of stock options; and received aggregate proceeds of $5,074,192 (2004 - $458,460; 2003 - $Nil) from the exercise of share purchase warrants.

The Company received interest and other income of $386,406 (2004 - $119,315; 2003 - $69,167). The increase was due to having a greater amount of funds on deposit and the investment of a certain portion of the funds in longer term financial instruments.

The Company incurred general and administrative expenses of $1,537,754 (2004 - $1,097,019; 2003 - $1,547,269). The increase was primarily attributed to an increase in consulting fees to $193,781 (2004 - $5,459; 2003 - $23,824) as a result of fees paid for financial consulting; an increase in office and miscellaneous expenses to $178,123 (2004 - $49,316; 2003 - $62,935) as a result of setting up and operating an office for the Pinson project; an increase in legal and audit costs to $132,157 (2004 - $40,169; 2003 - $45,773) as a result of additional professional services rendered due to the operation of the Pinson project and an increase in stock-based compensation to $148,866 (2004 - $94,770; 2003 - $94,576) as a result of the number of stock options that were vested over the period..

The Company incurred exploration costs of $12,126,554 (2004 - $3,073,956; 2003 - $694,915). The costs were attributed to exploration expenditures of $11,696,872, acquisition costs of $20,485 and an asset retirement obligation of $247,000 on the Pinson property; exploration expenditures of $113,692 and acquisition costs of $12,085 on the Jarbidge property; exploration expenditures of $27,920, acquisition costs of $87,013 and cost recoveries of ($119,001) on the Beowawe property; exploration expenditures of $37,382, acquisition costs of $60,425 and costs recoveries of ($77,042) on the Clover property; and exploration expenditures of $15,634, acquisition costs of $55,131 and cost recoveries of ($604,475) on other properties located in the USA, Canada and Chile. Of the exploration expenditures incurred on the Pinson property, $2,617,696 was incurred on reserve definition, $1,871,915 on underground development, $3,516,822 on surface drilling; $1,557,929 on surface infrastructure, $1,922,923 on administration and $209,587 on other. It is anticipated that the Company will incur exploration expenditures of approximately $1,500,000 on exploration properties other than the Pinson project in 2006. Exploration expenditures on the Pinson project for 2006 will be determined after a decision is made by Pinson Mining Company as to their participation in the project.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

The Company incurred a loss of $4,522,611 ($1,764,935 - 2003; $5,273,769 - 2002), resulting in basic and diluted loss per share of $0.14 ($0.08 - 2003; $0.24 - 2002). The loss is inclusive of $1,359,561 loss from the sale of Wolverine property ($nil - 2003; $nil - 2002); a write down of $40,537 ($191,267 - 2003; $nil - 2002) in Chile’s value-added tax receivable; a write-down of $1,881,155 ($743 - 2003; $1,824,956 - 2002) in mineral property costs; and a $nil ($32,799 - 2003; $485,455 - 2002) write down of holdings in marketable securities. The Company completed the sale of its minority stake in the Wolverine Joint Venture to Expatriate Resources Ltd. (“Expatriate”) in October 2004, for $2 million cash, 10,000,000 units of Expatriate and a NSR on precious metals indexed to the price of silver.

The Company raised a net amount of $3,648,757 ($2,099,277 - 2003; $nil - 2002) in a private placement equity financing during the fiscal 2004, by issuing 7,280,000 units. Each unit was comprised of one common share and one-half of one transferable share purchase warrant. Each one whole warrant entitles the holder to purchase one additional common share of the Company for a period of 12 months, at a price of $0.70 per share. The Company received an aggregate amount of $109,500 ($99,250 - 2003; $nil - 2002) from the exercise of employees’ stock options and $458,460 ($nil - 2003; $nil - 2002) from the exercise of share purchase warrants.

Interest and other income for the 2004 fiscal year was $119,315 ($69,167 - 2003; $101,209 - 2002). The increase in interest and other income was the result of the new investment policy adopted by the Company in late 2004. The Company now invests a certain portion of its investments in bond and income trusts funds instead of investing in short-term deposits only.

General and administrative expenses for the 2004 fiscal year decreased to $896,057 ($929,001 - 2003; $1,072,641 - 2002). During 2003, $175,175 of the expenses related to the termination of employment agreements with three employees who were paid out by the issuance of 761,630 treasury shares. During 2002, $378,356 of the 2002 expenses related to a one-time severance expense in relation to the termination of four employees. If the severance expenses were excluded, the general and administrative expenses for the 2004 fiscal year were increased by $142,231 over 2003, and by $59,541 over 2002. The increase was primarily attributed to the shareholder communications which increased to $363,859 ($176,922 - 2003 and $185,495 - 2002) by the Company employing an external consultant to facilitate its promotional activities in Europe and the increase in attending the various promotional exhibitions; the wages and benefits of $202,546 ($139,464 - 2003 and $180,637 - 2002) includes a one-time bonus of $33,000 paid to its President.

During 2003, the Company elected the early adoption of the CICA released amendments to Section 3870 which resulted in a $94,770 ($94,576 - 2003; $nil - 2002) in stock-based compensation expense to the current fiscal year. The Company previously disclosed stock-based compensation of $24,023 in 2002 as pro forma information.

Exploration and business development for the 2004 fiscal year was $208,268 ($717,756 - 2003; $1,906,424 - 2002). The reduction mainly reflects the Company’s change in focus from regional exploration to specific projects in exploring its gold properties in Nevada. Expenses include the internal allocation of Company salaries based on time spent on this activity, fees charged by outside consultants and engineering firms, and travel expenses related to due diligence activities. Of the 2002 amount, $1,194,212 incurred in due diligence expenses related to copper prospects in Chile, and $463,643 incurred in due diligence expenses related to a project in Spain.

The Company incurred $3,073,956 ($694,915 - 2003; $1,053,169 - 2002) in deferred exploration and acquisition costs, which were partially offset by an amount of $331,000 received as option payments; and a $28,006 received as management fees and reimbursement from third parties on Nevada properties in 2004. Deferred exploration and acquisitions costs were offset by $70,050 received as option payments on Nevada properties in 2003. Offsets in 2002 totalled $319,774 including $295,402 received from its partner and spent on the Chañarcillo exploration program in Chile.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

The Company incurred a loss of $1,764,935 ($5,273,769 - 2002), resulting in basic and diluted loss per share of $0.08 ($0.24 - 2002). The loss is inclusive of a write down of $191,267 ($nil - 2002) in Chile’s value-added tax receivable; and a gain of $4,665 (loss of $492,859 - 2002) in assets disposition; $nil ($78,098 - 2002) write-off of the Company’s investment in the VGCG limited partnership; and a write down of $743 ($1,824,956 - 2002) in mineral property costs. Mineral property write-downs in 2002 included $1,711,723 related to Chilean properties; $52,307 related to Alaskan properties; and $60,925 related to British Columbian properties.

The Company raised a net amount of $2,099,277 ($nil - 2002) in private placement equity financing during the fiscal 2003, by issuing 6,571,000 units at a price of $0.35 per unit. Each unit was comprised of one common share and one-half of one non-transferable share purchase warrant. Each one whole warrant entitles the holder to purchase one additional common share of the Company for a period of 12 months, at a price of $0.45 per share.

Interest and other income for the 2003 fiscal year was $69,167 ($101,209 - 2002). The reduction in interest and other income was the combined result of the reduced interest rates and lower average balances of cash and cash equivalents.

General and administrative expenses for the 2003 fiscal year decreased to $723,077 ($1,008,644 - 2002). $175,175 of the 2003 amount related to the termination of employment agreements with three employees who were paid out by the issuance of 761,630 treasury shares. $378,356 of the 2002 amount related to a one-time severance expense in relation to the termination of four employees. If the severance expenses were excluded, the general and administrative expenses for the 2003 fiscal year were $547,902 ($630,288 - 2002). The overall cost of operating decreased primarily due to reorganization that took place in late 2002. The Company anticipates an increase in 2004 due to the new office space in Vancouver and a new office in Nevada, USA.

During 2003, the Company elected the early adoption of the CICA released amendments to Section 3870, which resulted in a $94,576 (nil $ - 2002) in stock-based compensation expense to the current fiscal year. The Company previously disclosed stock-based compensation as pro-forma information.

Exploration and business development for the 2003 fiscal year was $717,756 ($1,906,424 - 2002). The reduction mainly reflects the Company’s change in focus from advanced international development projects to early stage exploration for gold in Nevada. Expenses include the internal allocation of Company salaries based on time spent on this activity, fees charged by outside consultants and engineering firms, and travel expenses related to due diligence activities. Of the 2002 amount, $1,194,212 incurred in due diligence expenses related to copper prospects in Chile, and $463,643 incurred in due diligence expenses related to a project in Spain, and the balance of $248,569 incurred in general exploration expenses related to other submittal projects in North America.

The Company incurred $694,915 ($1,053,169 - 2002) in deferred exploration and acquisition costs related to properties in Nevada. Deferred exploration and acquisitions costs were offset by $70,500 received as option payments on Nevada properties in 2003. Offsets in 2002 totalled $319,774 including $295,402 received from its partner and spent on the Chañarcillo exploration program in Chile.

B. Liquidity and Capital Resources

The Company has financed its operations principally through the sale of its equity securities. As the Company does not have any producing mineral properties, its only revenue source is interest income earned from amounts on deposit. Interest income earned is dependent on the amount of funds available for deposit and changes in interest rates. Unless the Company is able to obtain additional funding through the sale of its equity securities, the amount of interest income earned is expected to decrease as the Company continues exploring its existing mineral properties.

The Company expects to obtain financing in the future primarily through joint venturing its properties, equity financing, and/or debt financing. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operations and eventually to forfeit or sell its interests in its properties.

The Company had a net working capital position of $14,998,365 at December 31, 2005, as compared to $8,079,661 at December 31, 2004, and $3,704,283 at December 31, 2003. The Company's current working capital position provides it with sufficient liquidity to provide it with adequate working capital for property maintenance requirements and administrative overhead for the next 12 months.

At December 31, 2005, the outstanding stock options and share purchase warrants represented a total of 2,491,000 shares. The exercise of these securities is completely at the discretion of the holders and the Company has had no indication that any of these securities will be exercised.

US GAAP Reconciliation with Canadian GAAP

Under Canadian GAAP, mineral properties, including exploration, development and acquisition costs, are carried at cost and written down if the properties are abandoned, sold or if management decides not to pursue the properties. Under US GAAP, all expenditures relating to mineral interests prior to the completion of a definitive feasibility study, which establishes proven and probable reserves, must be expensed as incurred. Once a final feasibility study has been completed, additional costs incurred to bring a mine into production are capitalized as development costs.

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) requires companies to establish a fair market value based method of accounting for stock-based compensation plans. Effective January 2004, the Company elected to follow the fair value method of accounting for stock-based compensation.

There were no differences between Canadian GAAP and United States GAAP for the years ended June 30, 2005, 2004 and 2003.

Canadian GAAP Conflict in Accounting for Mineral Property Interests and Deferred Exploration Costs

In March 2000, the Accounting Standards Board of the Canadian Institute of Chartered Accountants (“CICA”) issued Accounting Guideline No. 11 “Enterprises in the Development Stage” (“AcG 11”). AcG 11 addresses three distinct issues: i) the capitalization of costs/expenditures; ii) impairment; and iii) disclosure. Prior to its issuance, development stage entities were exempt from following certain aspects of Canadian GAAP. AcG 11 requires that all companies account for transactions based on the underlying characteristics of the transaction rather than the maturity of the enterprise. In addition, AcG 11 requires specific disclosure of information by development stage companies and is effective no later than fiscal periods beginning on or after April 1, 2000, which in the case of the Company, is the year ended December 31, 2001.

In March 2002, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-126 “Accounting by Mining Enterprises for Exploration Costs” (“EIC-126”) which interprets how AcG 11 affects mining companies with respect to the deferral of exploration costs. EIC-126 refers to CICA Handbook Section 3061 “Property, Plant and Equipment” (“HB 3061”), paragraph .21, which states that for a mineral property interest, the cost of the asset includes exploration costs if the enterprise considers that such costs have the characteristics of property, plant and equipment.

EIC-126 then states that a mining enterprise that has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the mineral property interest, is not precluded from considering the exploration costs to have the characteristics of property, plant and equipment. EIC-126 also sets forth the EIC’s consensus that a mining enterprise in the development stage is not required to consider the conditions in AcG 11 regarding impairment in determining whether exploration costs may be initially capitalized. With respect to impairment of capitalized exploration costs, EIC-126 sets forth the EIC’s consensus that a mining enterprise in the development stage that has not established mineral reserves objectively, and, therefore, does not have a basis for preparing a projection of the estimated cash flow from the property, is not obliged to conclude that capitalized costs have been impaired. However, such an enterprise should consider the conditions set forth in AcG 11 and HB 3061 in determining whether a subsequent write-down of capitalized exploration costs related to mineral property interest is required.

As disclosed above, the Company considers that its mineral property interests and deferred exploration costs have the characteristics of property, plant and equipment, and, accordingly, the Company has chosen to classify its mineral property interests and deferred exploration costs as tangible assets in accordance with its interpretation of Canadian GAAP.

Consult the Company’s audited annual consolidated financial statements for the year ended December 31, 2005 for the differences if the Company had chosen to account for these costs as intangible assets under HB 1581 and HB 3062.

C. Research and Development, Patents and Licenses, etc.

As the Company is a mineral exploration company with no research and development, the information required by this section is not applicable.

D. Trend Information

As the Company is a mineral exploration company with no producing properties, the information required by this section is not applicable.

E.   Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial conditions, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

F.Tabular Disclosure of Contractual Obligations

The Company has no contractual obligations to disclose for the fiscal year ended December 31, 2005.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.   Directors and Senior Management

The members of the board of directors and officers of the Company as at March 20, 2006, are as follows:

II

Name and Position in the Registrant	Other Principal Directorships	Principal Business Activities Outside the Company
Glen D. Dickson(1)(2) Chairman and Director	Gold-Ore Resources Ltd., Cumberland Resources Ltd. Red Dragon Resources Ltd.	Chairman and CEO of Gold-Ore Resources Ltd.
David H. Watkins President, Chief Executive Officer and Director	Ashton Mining of Canada Inc., Maudore Minerals Ltd., Golden Goose Resources Inc.	None
William J. Coulter(1)(2) Director	Commander Resources Ltd.	Chairman of Commander Resources Ltd.
James K.B. Hesketh(1)(2) Director	Canyon Resources Corporation, Apogee Minerals Ltd.	President and CEO of Canyon Resources Corporation and President of Kalex Inc.
Wilson J. Barbour(1) Director	None	None
William R. Stanley Vice President, Exploration	None	None
G. Ross McDonald Chief Financial Officer	Corriente Resources Inc., Frontier Pacific Mining Corp., Fjordland Explorations Ltd.	Self-employed Chartered Accountant
Bonnie L. Whelan Corporate Secretary	Ascot Resources Ltd.	None

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

There are no family relationships between any of the directors and officers of the Company. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.

The business experience, functions and areas of experience of each director and officer, including activities performed outside the Company are as follows:

Glen D. Dickson - Mr. Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been involved in mineral exploration continuously since then with a variety of Canadian major and junior exploration companies. As Senior Geologist with Asamera Minerals Inc. from 1987 to 1992, Mr. Dickson was responsible for the discovery of two large developing gold projects in northern Canada. In 1993, he successfully acquired the projects for Cumberland Resources Ltd. and joined that Company as President and Chief Executive Officer until 2002. He was instrumental in raising approximately $30 million for Cumberland and advancing the projects to the beginning of feasibility. Mr. Dickson is currently the Chief Executive Officer of Gold-Ore Resources Ltd., a junior exploration company focusing on early stage precious metal projects in Central America.

David H. Watkins - Mr. Watkins is an international mining executive with 38 years experience in exploration and development, acquisitions and mergers, and mining operations. Mr. Watkins was President of Cyprus Exploration and Development Corporation and Senior Vice President, Exploration for Cyprus Amax Minerals Company for six years prior to joining the Company. Cyprus Amax (acquired by Phelps Dodge Corporation in 1999) was a U.S. based, Fortune 500, multi-national mining company, which produced copper, molybdenum, gold, lithium, and coal, and had annual revenue of US $3.2 billion.

Mr. Watkins joined Falconbridge Copper Ltd. as an Exploration Geologist in 1977 and became Chief Geologist responsible for exploration in Quebec and mine operations at Lake Dufault and Opemiska in 1980. Mr. Watkins was appointed Vice President, Exploration in 1986 and rose to the position of President of Minnova Inc., the successor company to Falconbridge Copper, in 1991. Minnova was a base metal and gold mining company with five operating underground and open pit mines with 2,000 employees in Quebec, Ontario and British Columbia. During Mr. Watkins tenure at Minnova, the Company experienced rapid growth and achieved a market capitalization of $500 million.

During the early part of his career, Mr. Watkins worked with Newmont Mining and with Noranda as an exploration geologist in various parts of the world, including Australia, Mexico, Ecuador, and Canada. He graduated with a M.Sc. degree in Geology from Carleton University in Ottawa in 1970 and a B.A. in Geology from Queen's University at Kingston in 1967.

William J. Coulter - Mr. Coulter has over 40 years of experience in the mineral resource sector. He has served as founding director, management, and shareholder of numerous junior mining, exploration and hydrocarbon companies, and has extensive experience in financing, mergers and acquisitions.

James K.B. Hesketh - Mr. Hesketh has held the positions ofPresident, CEO and Director of Canyon Resources since August 2, 2005. He has had a 26 year career in the mining industry which has spanned positions in mining finance, operations, consulting, business development and engineering with companies including: RMB Resources, NM Rothschild & Sons, Cyprus Amax; Pincock, Allen & Holt, and Dresser Industries. This experience has included both domestic and international postings. Mr. Hesketh holds degrees in Mining Engineering and Mineral Economics from the Colorado School of Mines. Mr. Hesketh is a non-executive director of the Company and Apogee Minerals Limited.

Wilson J. Barbour - Mr. Barbour worked as a senior executive officer with the Noranda organization for 25 years. He was responsible for the management of investment funds, and gold and currency hedging programs. From 1987 to 1990, Mr. Barbour was CFO of the Hemlo Gold Mines and shared responsibility for financings, mergers and acquisitions. Mr. Barbour is presently a consultant to mining companies, where he advises on gold and currency hedging strategies.

William R. Stanley - Mr. Stanley is a mineral exploration geologist with over 26 years experience in the mining industry. While the vast majority of Mr. Stanley’s exploration experience is in the Western United States, he has also developed and led international exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley holds a Bachelor of Science degree in Geology, from Central Washington University, a Master of Business Administration from Arizona State University, and is a licensed professional geologist in the State of Washington, USA.

Mr. Stanley held increasing levels of responsibility with Homestake Mining Company from 1979 through 1993 and was responsible for several gold deposit discoveries, two of which were commercially viable and placed into production by Homestake. From 1993 through 2000, he was employed by Cyprus Amax Minerals Company as its United States Exploration Manager where he was responsible for exploration in the Great Basin, Alaska, and Mexico. Immediately prior to joining the Company in January 2004, Mr. Stanley was an independent mining consultant providing services to both major and junior exploration firms.

G. Ross McDonald - Mr. McDonald is a self-employed chartered accountant with over 36 years of experience providing audit and tax services to small and medium sized businesses primarily in the mining industry. As Chief Financial Officer, Mr. McDonald will provide the Company with best practices in terms of financial reporting, internal controls and corporate governance.

Bonnie L. Whelan - Ms. Whelan has 19 years experience in the public resource sector in positions of senior officer, director and upper management. As the corporate secretary of the Company, Ms. Whelan will be engaged in public company administration which includes maintaining corporate compliance, legal filings, and office systems development and implementation.

(B)   Compensation

The Company has four officers.

Information specified in this Item for individually named directors and senior officers incorporates by reference the Management Information Proxy Circular dated March 20, 2006, prepared in connection with the Company’s Annual General Meeting to be held on April 20, 2006 (see Exhibit 15.1).

The following table and accompanying notes set forth all compensation paid by the Company to its directors and senior management for the fiscal year ended December 31, 2005:

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year(1)	Salary ($)	Bonus ($)(2)	Other Annual Compensation ($)	Securities Under Options / SARs(3) granted ($)	Restricted Shares or Restricted Share Units ($)	LTIP(4) payouts ($)	All Other Compensation ($)
David H. Watkins President, Chief Executive Officer and Director	2005	160,000	Nil	Nil	300,000 (6)	Nil	Nil	n/a
William J. Coulter Director	2005	n/a	Nil	Nil	75,000 (6)	Nil	Nil	n/a
James K.B. Hesketh Director	2005	n/a	Nil	Nil	75,000 (6)	Nil	Nil	n/a
Glen D. Dickson Chairman and Director	2005	n/a	Nil	Nil	100,000 (6)	Nil	Nil	n/a
Wilson J. Barbour Director	2005	n/a	Nil	Nil	75,000 (6)	Nil	Nil	n/a
William R. Stanley VP Exploration	2005	139,920	Nil	Nil	150,000 (6)	Nil	Nil	n/a
G. Ross McDonald Chief Financial Officer	2005	30,000	Nil	Nil	50,000(5)	Nil	Nil	n/a
Bonnie L. Whelan Corporate Secretary	2005	100,000	Nil	Nil	100,000(5)

(1) Financial year for the period January 1 to December 31.

(2) Bonus amounts are paid in cash in the year following the fiscal year in which they were earned.

(3) Stock appreciation rights.

(4) Long-term incentive plan.

(5) Stock Options are exercisable at a price of $0.59 per share prior to February 8, 2008.

(6) Stock Options are exercisable at a price of $0.70 per share prior to April 18, 2008.

No part of this compensation was paid pursuant to a material bonus or profit sharing plan. There was no amount set aside for a pension, retirement or similar benefits plans for any director or officer.

C. Board Practices

Date of Expiration of the Current Term of Office

The Company's Board of Directors is divided into three classes and the directors in each class have different terms of office. The directors in each class are elected at an annual general meeting to hold office for a term of three years or until their successors are duly elected or appointed, unless such office is earlier vacated in accordance with the Articles of the Company or a director becomes disqualified to act as a director. The authority to determine the number of directors of the Company rests with the shareholders.

The Articles of the Company provide that the number of directors, excluding additional directors, may be fixed or changed from time to time by ordinary resolution whether previous notice thereof has been given or not. Management proposes to determine the number of directors comprising the Board of Directors at five and the approval of the shareholders is therefore being sought at the Company’s next Annual and Special Meeting (the “Meeting”) to be held on April 20, 2006.

Election of Directors

The Company's Board of Directors presently has five members. At the Meeting to be held on April 20, 2006, two directors are to be elected, to hold office for the term expiring at the Annual General Meeting in 2009 or until their successors are duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a director.

The terms of office of the other four directors who are not nominees for election expire at the Annual General Meetings in 2007 and 2008, respectively.

The information in the following table has been provided by the respective directors:

Name, Country of Ordinary Residence	Present principal Occupation, business or employment and, if not elected a director by a vote of security holders, occupation, business or employment during the past 5 years(2)	First and Present Position with the Company(1)	Approx. no. of voting securities beneficially owned, directly or indirectly or over which direction or control is exercised(3)
Nominees for Election - Directors whose terms of office will expire at the Annual General Meeting in 2009
Glen D. Dickson(4)(5) Canada	Geologist; Chairman and Chief Executive Officer, Gold-Ore Resources Ltd., Nov./2002 to date.	Chairman and Director, Dec.05/2002 to date	195,000
Wilson J. Barbour(4) Canada	Independent Financial Consultant.	Director, May 20/2003 to date	100,000
Directors whose terms of office will expire at the Annual General Meeting in 2008
William J. Coulter(4)(5) Canada	Chairman and Chief Executive Officer, Commander Resources Ltd., Feb./2004 to date; President, Major General Resources Ltd.., August 1999 to Feb./2004.	Director, Jun.01/1984 to date	130,000(6)
James K.B. Hesketh(4)(5) United States	President & CEO, Canyon Resources Corporation, Mar./2005 to date; President, Kalex Inc, Jun./1994-Feb./2005; VP & Principal Mining Engineer, NM Rothschild & Sons (Denver) Inc., Feb./2000-Jan./2004.	Director, Sep.20/2001 to date	75,000
Directors whose terms of office will expire at the Annual General Meeting in 2007
David H. Watkins Canada	President, Chief Executive Officer and Director of the Company.	President and Chief Executive Officer, Mar.22/2000 to date	723,880

(1) For the purposes of disclosing positions held in the Company, "Company" shall include the Company and/or a parent or subsidiary thereof.

(2) Unless otherwise stated above, each of the above-named nominees has held the principal occupation or employment indicated for at least five years.

(3) Securities beneficially owned by directors are based on information furnished to the Company by the nominees.

(4) Member of Audit Committee.

(5) Member of the Compensation Committee.

(6) 54,500 of these shares are registered in the name of Binjas Holdings Ltd. and 22,000 of these shares are registered in the name of Jay Willy Trading Co. Ltd., both non-reporting companies, controlled by William J. Coulter.

Termination of Employment, Change in Responsibilities and Employment Contracts

During the fiscal year ended December 31, 2005, there were no employment contracts between the Company and any of its subsidiaries and its senior management and there were no compensatory plans or arrangements, including payments to be received from the Company or any of its subsidiaries, with respect to its senior management save and except as set forth below:

Terry Owen resigned as Vice-President, Operations on June 10, 2005.

Description of Board Committees

The Board has established two full-time committees, an Audit Committee and a Compensation Committee. These committees are comprised entirely of unrelated directors. The Board has adopted a charter with respect to its Audit and Compensation Committees and a Code of Ethics for Officers, as more fully set forth below:

Audit Committee Charter

Purpose

The Committee serves as the representative of the Board for the general oversight of the Company’s affairs relating to:

·the internal controls and management information systems of the Company

·the quality and integrity of the Company’s financial statements

·the Company’s compliance with legal and regulatory requirements

·the auditor’s qualifications and independence; and

·the performance of the Company’s internal audit function and auditors.

Through its activities, the Committee facilitates open communication among directors, auditors and management by meeting in private sessions regularly with these parties.

The Committee also provides oversight regarding significant financial matters, including borrowing, currency exposure, dividends, share issuance and repurchases, and the financial aspects of the Company’s benefit plans.

Committee Membership

The Audit Committee of the Board of Directors (the “Board”) shall consist of at least three directors. Each member of the Audit Committee shall meet the listing standards relating to independence of the Toronto Stock Exchange (the “Exchange”) and all other applicable regulatory authorities. Under the Sarbanes-Oxley Act, at least one member of the Committee must be a “financial expert”, whose qualifications include financial literacy, independence and accounting or related financial expertise. The Audit Committee shall report to the Board. A majority of the members of the Committee shall constitute a quorum. The members of the Audit Committee shall be appointed and replaced by the Board.

Meetings and Procedures

The Audit Committee shall convene at least four times a year.

It shall endeavor to determine that auditing procedures and controls are adequate to safeguard Company assets and to assess compliance with Company policies and legal requirements.

II

Responsibilities

The Audit Committee shall:

1.Have the sole authority to select, compensate, oversee, evaluate and, where appropriate, replace the auditor.

2.Annually review the management arrangements for the Company.

3. Annually review and approve the proposed scope of each fiscal year’s internal and outside audit at the beginning of each new fiscal year.

4.Review and approve any audit and non-audit services and fees to be provided by the Company’s auditor.

5.At, or shortly after the end of each fiscal year, review with the auditor and management, the audited financial statements and related opinion and costs of the audit of that year.

6.Review funding and investment policies, implementation of funding policies and investment performance of the Company’s benefit plans.

7.Provide any recommendations, certifications and reports that may be required by the Exchange or applicable regulatory authorities including the report of the Audit Committee that must be included in the Company’s annual proxy statement.

8.Review and discuss the annual audited financial statements and quarterly financial statements with management and the auditor.

9.Have the authority to engage independent counsel and other advisers as it determines necessary to carryout its duties. The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of compensation to any advisers employed by the Audit committee and to the auditor employed by the Company for the purpose of rendering or issuing an audit report.

10.Discuss with management and the auditor the Company’s policies with respect to risk assessment and risk management.

11.Meet separately, periodically, with management and the auditor.

12.In consultation with the auditor and management, review the integrity of the Company’s financial reporting process.

13.Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.

14.Review with the auditor:

(a)any audit problems or other difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the auditor’s activities or on access to requested information, and any significant disagreements with management; and

(b)management’s responses to such matters.

15.Review and discuss with the auditor the responsibility, budget and staffing of the Company’s internal audit function.

16.Report regularly to the Board. Such report to the Board may take the form of an oral report by the Chairman or any other member of the Audit Committee designated by the Audit Committee to make such report.

17.Perform a review and evaluation, at least annually, of the performance of the Audit committee. In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Audit Committee considers necessary or valuable. The Audit Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

Compensation Committee Charter

Purpose

The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation to the Company’s executive. The Compensation Committee has overall responsibility for approving and evaluation the management, the compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

II

Committee Membership

The Compensation Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Compensation Committee shall meet the listing standards relating to independence of The Toronto Stock Exchange and all other applicable regulatory authorities. The Compensation Committee shall report to the Board. A majority of the members of the Compensation Committee shall constitute a quorum. The members of the Compensation Committee shall be appointed and replaced by the Board.

Committee Authority and Responsibilities

1.The Compensation Committee shall annually review and approve corporate goals and objectives relevant to compensation, evaluate management’s performance in light of those goals and objectives, and determine management’s compensation levels based on this evaluation. In determining the long-term incentive component of management compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to management at comparable companies, the awards given to management in past years, and other factors it deems appropriate.

2.The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of management compensation and shall have sole authority to approve the consultant’s fees and other retention terms, all at the Company’s expense.

3.The Compensation Committee shall annually review and determine the compensation of management, including incentive-compensation plans and equity-based plans.

4.The Compensation Committee shall annually review and approve, for management of the Company:

(a)the annual base salary level;

(b)the annual incentive opportunity level;

(c)the long-term incentive opportunity level;

(d)the terms of any employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate; and

(e)any special or supplemental benefits.

5.The terms of any employment agreements or contracts, including those for new hire, temporary employees or consultants, should be reviewed and approved by the Compensation Committee.

6.   The Compensation Committee may form and delegate authority to subcommittees, when appropriate.

7.The Compensation Committee shall make regular reports to the Board.

8.The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually evaluate its own performance.

9. The Compensation Committee, and each member of the Compensation Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by:

(a)officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented; and

(b)counsel, public accountants or other persons as to matters, which the member believes to be within the professional competence of such person.

II

D.Employees

During the fiscal year ended December 31, 2004, the Company had four full-time employees.

E. Share Ownership

The following table sets forth the share ownership of those persons listed in subsection 6.B above and includes details of all options or warrants to purchase of the Company held by such persons at March 20, 2006:

Name	# of Common Shares Held	Number of Stock Options	Number of Warrants	Exercise Price $	Expiry Date
David H. Watkins	723,880	200,000 100,000 300,000 150,000	- - - -	0.25 0.325 0.70 2.01	Jun 16/2006 Apr 20/21007 Apr 18/2008 Jan 30/09
William J. Coulter	130,000(1)	75,000 75,000	- -	0.70 2.01	Apr 18/2008 Jan 30/2009
James K.B. Hesketh	75,000	75,000 75,000	- -	0.70 2.01	Apr 18/2008 Jan 30/2009
Glen D. Dickson	195,000	50,000 100,000 75,000	- - -	0.325 0.70 2.01	Apr 20/2007 Apr 18/2008 Jan 30/2009
Wilson J. Barbour	100,000	75,000 75,000	- -	0.70 2.01	Apr 18, 2008 Jan 30/2009
William R. Stanley	15,000	250,000 50,000 150,000 125,000	- - - -	0.50 0.325 0.70 2.01	Jan 9/2007 Apr 20/2007 Apr 18/2008 Jan 30/2009
G. Ross McDonald	-	50,000 20,000	- -	0.59 2.01	Feb 8/2009 Jan 30/2009
Bonnie L. Whelan	-	100,000 50,000	- -	0.59 2.01	Feb 8/2008 Jan 30/2009

(1) 54,500 of these shares are registered in the name of Binjas Holdings Ltd. and 22,000 of these shares are registered in the name of Jay Willy Trading Co. Ltd., both non-reporting companies, controlled by William Coulter.

Incentive Stock Options Plan

The Company adopted an Employee Incentive Stock Options Plan (the “Plan”) at the Annual General Meeting held on April 12, 1996, as amended at the Annual General Meeting held on June 16, 2000, the Annual and Extraordinary General Meeting held on June 8, 2001, the Annual and Extraordinary General Meeting held on May 20, 2003, and the Annual and Extraordinary Meeting held on April 14, 2005 where under up to a total of 5,000,000 common shares may be allocated and reserved for option. As of the date hereof, 4,925,500 common shares have been granted under the Existing Plan so that 74,500 common shares are available for option under the Plan.

The Company will be seeking the approval of the shareholders at the Meeting to be held on April 20, 2006, to increase the number of shares that have been allocated and reserved for use in the Company’s Existing Plan from 500,000 to 6,355,864 shares. At the Meeting, the shareholders will be asked to consider, and the directors, believing it to be in the best interests of the Company, recommend the shareholders approve, a resolution whereunder the Company’s Existing Plan be deleted in its entirety and a new Incentive Stock Option Plan (the “Amended and Restated Plan”) be adopted in its place and stead. A copy of the Amended and Restated Plan is filed as an exhibit to this annual report.

All outstanding incentive stock options will automatically be subject to the terms and conditions of the Amended and Restated Plan. The Plan complies with the rules set forth for such plans by The Toronto Stock Exchange (the “Exchange”) and provides for the issuance of options to directors, officers and employees of the Company and its subsidiaries to purchase common shares of the Company. The stock options are issued at the discretion of the Board of Directors. The exercise price must not be lower than the “market price” of the common shares on the Exchange at the time of grant. In the context of the Plan, “market price” means the closing price of the Company's shares on the Exchange at the close of trading which immediately preceded the time that the option was granted. If the shares of the Company do not trade on such day, the “market price” shall be the average of the bid and the ask prices on the previous trading day.

The Plan also provides for a maximum term of ten years for all options.

The objective of the Plan is to provide for and encourage ownership of common shares of the Company by its directors, officers and employees and those of any subsidiary companies so that such persons may increase their stake in the Company and benefit from increases in the value of the common shares. The Plan is designed to be competitive with the benefit programs of other companies in the natural resource industry. It is the view of management that the Plan is a significant incentive for the directors, officers and employees to continue and to increase their efforts in promoting the Company's operations to the mutual benefit of both the Company and such individuals.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

To the knowledge of the directors and senior officers of the Company, there is no person beneficially owning, directly or indirectly, or exercising control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company.

Tabled below is the distribution of the registered shareholders of the Company at December 31, 2005, as provided by the Company’s transfer agent, Pacific Corporate Trust Company:

Country	Total Holders	%	Total Holdings	%
USA Canada Other Countries	23 35 2	38.33 58.33 3.33	2,733,777 60,819,260 5,600	4.30 95.69 0.01

B.Related Party Transactions

There were no related party transactions for the last fiscal year.

Indebtedness to Company of Directors, Executive Officers and Senior Officers

No directors or senior officers of the Company are indebted to the Company or have been indebted to the Company since the beginning of the last financial year of the Company.

C. Interests of Experts and Counsel

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

II

Financial Statements

Attached hereto are the audited financial statements of the Company for the fiscal years ended December 31, 2005 and 2004. The financial statements are accompanied by auditors' reports and related notes. See “Item 17. Financial Statements”.

Legal Proceedings

The Company has assigned its full interest in the Jarbidge claims to Atna Resources Inc. (ARI), its wholly owned Nevada subsidiary. ARI has been joined to a lawsuit pending in the Fourth Judicial District Court of Elko County, Nevada. The Plaintiff is the underlying owner of the Jarbidge claims, which are held under option by ARI. The action seeks to condemn a right of way on an existing road across certain patented claims to provide access to the mineral claims held under option by ARI. ARI is pursuing the action as well as exploring alternate means to settle the litigation. The Management of the Company believes that the lawsuit has no significant effects on the Company’s financial position. The lawsuit was dismissed on November 1, 2005, with no charge or claim against Plaintiff or the Company.

B. Significant Changes

No significant changes have occurred since the date of the annual financial statements included in this Annual Statement.

ITEM 9. THE OFFERING AND LISTING

A. Offer and Listing Details

The high and low closing prices in Canadian Dollars for the Company’s common stock on the Toronto Stock Exchange are set forth below.

For the five most recent full financial years: the annual high and low market closing prices:

	High - $	Low - $
2001	0.59	0.24
2002	0.51	0.19
2003	0.62	0.21
2004	0.95	0.29
2005	2.56	0.55

For the two most recent full financial years and any subsequent period: the high and low market closing prices for each full financial quarter:

	High - $	Low - $
Fiscal 2004
First Quarter, ended 03/31/04	0.56	0.40
Second Quarter, ended 06/30/04	0.48	0.29
Third Quarter, ended 09/30/04	0.49	0.35
Fourth Quarter, ended 12/31/04	0.95	0.45
Fiscal 2005
First Quarter, ended 03/31/05	0.73	.067
Second Quarter, ended 06/30/05	0.77	0.75
Third Quarter, ended 09/30/05	1.08	1.03
Fourth Quarter, ended 12/31/05	2.00	1.95
Fiscal 2006
First two months, ended 02/28/06	2.56	1.75

For the most recent six months: the high and low market closing prices for each month:

	High - $	Low - $
September 2005	1.08	1.03
October 2005	0.96	0.88
November 2005	1.57	1.44
December 2005	2.00	1.95
January 2006	2.56	1.91
February 2006	2.17	1.75

B. Plan of Distribution

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

C. Markets

The Company’s common shares have been listed and traded in Canada on the Toronto Stock Exchange under the symbol “ATN” since March 14, 1996. In addition, the shares of Common Stock were listed and traded on the Vancouver Stock Exchange on September 12, 1986, however, at the request of the Company, due to relatively low trading volumes, they were de-listed from trading on the Vancouver Stock Exchange on January 31, 1997.

D. Selling Shareholders

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

E. Dilution

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

F. Expenses of the Issue

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

At the Company’s last Annual and Extraordinary General Meeting held on April 14, 2005 the shareholders approved a special resolution to replace the previous Company Act (British Columbia) with the Business Corporations Act (British Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on March 29, 2004. As now permitted by the BCBCA, the Company altered the Articles of the Company to increase the authorized capital from 150,000,000 Shares divided into 100,000,000 Common Shares without par value (the "Common Shares") and 50,000,000 Preferred shares without par value (the “Preferred Shares”) to an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares.

The table presented below reports on the current authorized capital of the Company.

Designation of Security	Authorized	Outstanding as at Dec. 31, 2005	Outstanding as at March 20, 2006
Common Shares	Unlimited	$51,286,111 (55,429,067 shares)	$61,759,315 (63,558,637shares)
Preferred Shares	Unlimited	Nil	Nil

As at March 20, 2006, the Company had outstanding stock options to purchase a total of 2,755,000 common shares, exercisable at prices ranging from $0.25 to $2.01 per share prior to January 20, 2009 and share purchase warrants to purchase a total of 547,930 common shares, exercisable at prices ranging from $0.80 to $1.55 per share prior to December 16, 2006.

The following table sets out a history of the Company's share capital for the three most recently completed fiscal years to the date of this document:

	2005		2004		2003
	Number of Shares	Amount $	Number of Shares	Amoun $t	Number of Shares	Amount $
Opening balance	38,950,872	40,795,561	30,194,667	36,524,790	21,757,037	34,051,138
Issued for:
Private placement	7,000,000	5,128,107	7,280,000	3,648,757	6,976,000	2,099,227
Warrants	8,538,195	5,074,192	1,036,205	458,461		-
Exercise of stock options	940,000	243,225	410,000	147,653	400,000	99,250
Property	-	-	30,000	15,900	300,000	99,950
Severance settlement	-	-	-	-	761,630	171,175
Stock-based compensation	-	45,026	-	38,153	-	-
Closing balance	55,429,067	51,286,111	38,950,872	$40,795,561	30,194,667	$36,524,790

B. Memorandum and Articles of Association

The Company was incorporated as Atna Resources Ltd. under the Province of British Columbia Company Act by registration of a Memorandum and Articles.  On April 12, 1996, the Company adopted a revised Memorandum pursuant to which the authorized capital was increased from 20,000,000 to 100,000,000 common shares. On May 20, 2003, the Company adopted a revised Memorandum pursuant to which the authorized capital was altered and increased 150,000,000 Shares, divided into 100,000,000 Common Shares without par value and 50,000,000 Preferred Shares without par value. The said Common and Preferred Shares shall have attached thereto the Special Rights and Restrictions as set forth in the Articles of the Company. On April 14, 2005, the Company adopted the Business Corporations Act (British Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on March 29, 2004 Under the BCBCA, the Company adopted new Articles consistent with the terms and provisions of the BCBCA.

C. Material Contracts

The following is a chronological summary of all material mineral property acquisitions and dispositions by the Company for the two years immediately preceding publication of this document.

II

2003

The Company entered into an agreement with Anthony Eng (Eng) on March 11, 2003 whereby the Company acquired an option to earn up to a 100% interest in the Clover property in Elko County, Nevada, subject to a 3% NSR (uncapped), which can be purchased for US$1,000,000 per percentage point, by paying an aggregate of US$305,000 (US$50,000 paid) in cash over 7.5 years. In addition, the Company agreed to retain the vendor as an independent consultant to perform services on the property at a daily rate of US$400 for at least 10 days per year during the first two years. The Clover property is subject to a Finders Agreement between the Company and Clancy Wendt (“Wendt”) dated February 10, 2003, amended April 22, 2003, whereby the Company agreed to pay Wendt a finder’s fee of $5,000 (paid) upon execution of the acquisition agreement, and US$10,000 (paid) and US$20,000, respectively, for the first two years after the agreement and US$30,000 on each subsequent anniversary until the commencement of commercial production. The Finder’s fee is capped at a maximum of US$500,000.

In an agreement dated March 26, 2003, the Company obtained an option to acquire a 100% interest on 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 3% royalty on gold revenue, which can be purchased for US$250,000 or 700 ounces of gold, whichever is greater, per percentage point. To exercise this option, the Company has to pay to the optionor an aggregate of US$42,500 (US$5,000 paid) in cash prior to December 1, 2006. Thereafter, the Company will pay a minimum royalty of US$5,000 on every December 1 anniversary.

In an agreement dated April 29, 2003, the Company obtained an option to acquire a 100% interest in the Sno property in Elko County, Nevada, subject to a 3% royalty on gold revenue. To exercise the option, the Company has to pay an aggregate of US$295,000 (US$15,000 paid) in cash prior to April 10, 2008, allot and issuing 50,000 common shares (issued) to the Optionor upon the acceptance of notice of the agreement by the Toronto Stock Exchange, and carry out a 2,000m of exploratory drilling prior to April 10, 2006. Following the exercise of the Option, the Company shall make additional US$100,000 cash payments to the Optioner on or before April 10, 2009 and on each subsequent year until the Commencement of Commercial Production.

In an agreement dated June 5, 2003, the Company obtained an exclusive lease and option to acquire a 100% interest in 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 1% NSR royalty. The lease agreement requires the Company to pay advance royalties of US$500 (paid) on signing the agreement, US$1,000 prior to June 2004 and US$2,000 each subsequent year until the commencement of commercial production. The Company has the right to buy a 100% interest in the property, including surface and mineral rights, at any time for US$250,000.

The Company entered into a letter agreement dated June 5, 2003 with Southern Rio Resources Ltd. (SRIO) whereby SRIO could acquire a 100% interest on the Uduk property, subject to a 3% NSR, by issuing to the Company 150,000 common shares of SRIO (received) of which 37,500 shares were subsequently assigned by the Company as a finder’s fee.

In an agreement effective July 1, 2003, the Company obtained an exclusive lease and right to purchase a 100% interest in the Coal Canyon property, Nevada, USA, subject to a 3% NSR royalty, for a purchase price of US$200,000. The lease agreement requires the Company to pay rental payments of US$5,000 (paid) on execution of the agreement, US$10,000 and US$20,000 respectively, for the first two years and US$25,000 on each subsequent anniversary. The rental payments are to be credited against the purchase price. The lease agreement was terminated by the Company in 2004 and the property was returned to the underlying owner.

The Company entered into an agreement dated August 15, 2003 with Newmont USA Limited (Newmont), a subsidiary of Newmont Mining Corporation, whereby Newmont can earn a 51% interest in the Company=s Clover Property by incurring an aggregate of US$2,500,000 in exploration expenditures and paying to the Company an aggregate of US$195,000 (US$25,000 received) prior to November 1, 2010, and by making additional annual cash payments of US$75,000 thereafter until production. This agreement was terminated in 2004.

The Company entered into an agreement dated August 22, 2003 with Great Basin Gold Ltd. (GBG) whereby GBG can earn a 70% interest in the Company’s Golden Cloud property by paying the Company an aggregate of US$400,000 (US$25,000 received) and incurring an aggregate of US$2,500,000 in exploration expenditures prior to August 22, 2008, and by assuming all option and underlying property maintenance payments. During 2004, the GBG option was terminated and the Company returned the property to the underlying owner, retaining no further interest.

By an agreement dated December 5, 2003 the Company obtained an option to acquire a 100% interest in the 127 Jarbidge claims located in Elko County, Nevada by paying a total of US$600,000 (US$10,000 paid) to the Optioner by December 5, 2009 and incurring aggregate exploration expenditures of US$300,000 by December 5, 2006. The property is subject to NSRs ranging from 1.5-2.5%.

The Company entered into an agreement dated December 23, 2003 with Pacific Ridge Exploration Ltd. (Pacific) whereby Pacific can earn a 60% interest in the Sno property by incurring minimum expenditures of US$2,000,000 and making payments to the underlying Optioner totalling US$180,000 by April 10, 2007 and issuing to the Company an aggregate of 1,000,000 shares (100,000 shares received) of Pacific by December 31, 2007. Pacific terminated its option and the Company returned the property to the underlying owner, retaining no further interest.

2004

By an agreement dated January 17, 2004, the Company acquired a 100% interest in the 25 Searchlight claims located in Clark County, Nevada, by issuing 30,000 common shares of the Company.

The Company entered into a letter agreement with Grandcru Resources Corp. (Grandcru) whereby Grandcru can earn up to a 55% interest in the Company’s Clover project by issuing an aggregate of 1,000,000 common shares to the Company by June 1, 2007, incurring aggregate exploration expenditures of $2,500,000 by June 1, 2008. Grandcru may then earn an additional 15% interest by completing a bankable feasibility study on the property. Grandcru terminated its option in February, 2005.

The Company sold its 39.4% interest in the Wolverine properties to its former joint venture partner, Expatriate Resources Ltd. on May 31, 2004. The Company received $2,000,000 in cash payments, 10,000,000 common shares in Expatriate, 5,000,000 warrants exercisable for 2 years at a price of $0.32 per share, and a net smelter royalty on revenues from precious metals indexed to the price of silver. The royalty is 4% at a price of US$5.00 per ounce of silver, increasing to 10% if the price of silver exceeds US$7.50 per ounce.

The Company entered into in an agreement effective August 12, 2004, with Pinson Mining Company (a wholly owned subsidiary of Barrick Gold Corporation), whereby the Company may acquire up to 100% interest in the Pinson Mine Property. The Company may acquire an initial 70% interest in the Pinson Property by spending US$12 million over 4 years with a commitment to spend US$1.5 million in the first year. Upon The Company’s vesting with a 70% interest in the project and delivering a preliminary feasibility study, Pinson may elect to: (i) back-in to a 70% interest by spending an additional US$30 million on the project over a 3-year period; (ii) form a 70:30 joint venture, with the Company holding a 70% interest as Operator and each party contributing its share of further expenditures; or (iii) offer to sell its remaining 30% interest to the Company for US$15 million, thus bringing the Company’s interest in the project to 100%.

Through an agreement dated September 7, 2004, the Company optioned the Triple Junction/Dixie Fork properties to Sage Gold Inc. Sage may earn a 55% interest in the properties by drilling a minimum of 10,000 feet and may increase its interest to 70% by completing a feasibility study on the property. The Company retains the right to participate with either a 45 or 30 percent interest, depending on Sage’s election.

The Company purchased the remaining 33.7% interest in the Marg Property from its joint venture partner Cameco in September 2004, by making a cash payment of $80,000.

The Company entered into an option agreement on the Marg Property with Yukon Gold Corporation (“Yukon Gold”) on November 25, 2004, and subsequently sold 100% of the property to Yukon Gold on March 1, 2005, for an aggregate of $1,600,000 in cash and 400,000 common shares of Yukon Gold. The Company has received an initial payment of $150,000 and 133,333 common shares. Subsequent payments are scheduled as follows: $50,000 cash and 133,333 common shares on or before December 12, 2005; $100,000 cash and an additional 133,334 common shares on or before December 12, 2006; $100,000 on or before December 12, 2007; and $200,000 on or before December 12, 2008, payable as a combination of cash or shares. Upon the commencement of commercial production, Yukon Gold shall pay the Company an additional $1,000,000 in a combination of cash and shares.

The Company entered into an option agreement with Valencia Ventures (“Valencia”) in October 2004, whereby Valencia may earn up to a 70% interest in the Cachinal de la Sierra Property in Chile by making cash payments totaling $95,000 and spending $1,500,000 within three years.

2005

By an agreement dated February 4, 2005, the Company leased eight (8) patented lode mining claims located in the Jarbidge Mining District, Elko County, Nevada, from Century Gold LLC. The agreement calls for an initial payment to the property owner of US$5,000 (paid) and annual lease payments ranging from US$5,000 on the first anniversary up to US$25,000 per year on the eighth anniversary and thereafter. The mining lease calls for a 5% NSR royalty and the Company has the option of purchasing one-half (2.5%NSR) of the retained production royalty within the first 10 years of the agreement for US$2,000,000.

By an agreement dated February 4, 2005, the Company obtained an option to acquire 100% interest in six (6) unpatented lode mining claims located in the Jarbidge Mining District, Elko County, Nevada, from the Big Ledge Group. The agreement calls for gradually escalating annual payments ranging from an initial payment due on execution of US$1,500 (paid) toUS$6,000 on the forth anniversary date and thereafter. The Company may purchase 100% interest in the property for $500,000 and all annual payments are considered advanced royalty payments and recoupable from any actual production royalty payments due owner. The property is subject to a variable royalty of 1.5% NSR on gold sales below $350 per ounce gold up to a maximum of 3.0%NSR when gold is sold at greater than $400 per ounce.

On March 1, 2005, the Company sold its 100% interest in the property to Yukon Gold Corporation Inc. (“Yukon Gold”) for cash payments totaling CDN$1,600,000 and 400,000 common shares in Yukon Gold. The Company received an initial payment of $150,000 and 133,333 common shares in Yukon Gold. Subsequent payments are scheduled as follows: $50,000 cash and 133,333 common shares on or before December 12, 2005 (cash and shares received); $100,000 cash and an additional 133,334 common shares on or before December 12, 2006; $100,000 on or before December 12, 2007; and $200,000 on or before December 12, 2008, payable as a combination of cash or common shares. Upon the commencement of commercial production, Yukon Gold shall pay the Company an additional $1,000,000 in a combination of cash and common shares.

The Company entered into an agreement in June, 2005, with New Sleeper Gold Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100% interest in the property, subject to a 3% NSR royalty, which can be purchased for US$1,000,000 per percentage point. New Sleeper can acquire the property by making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5 years. Subsequent to the 2005 year end, the agreement was terminated.

The Company entered into an agreement with Apolo Gold & Energy Inc. (‘Apolo) in September, 2005. Apolo has the option to acquire a 55% interest in the Beowawe property by issuing a 100,000 restricted shares (received) to the Company upon execution of the Joint Venture Agreement and by issuing an additional 50,000 restricted shares or $50,000 worth of restricted shares, whichever, is greater on the first anniversary of the agreement and by spending US$1,700,000 on exploration over a four-year period. Upon completion of the work commitment, Apolo may increase its interest to 70% by completing a bankable feasibility study. If the Company does not participate in project financing after tabling of the feasibility study, the Company will dilute to a 15% Net Profits Interest.

D. Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements.

There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the material features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain “non-Canadian” individuals, governments, corporations or other entities who wish to acquire a “Canadian business” (as defined in the Investment Canada Act), or establish a “new Canadian business” (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as “Investment Canada”. The Investment Canada Act requires that certain acquisitions of control of a Canadian business by a “non-Canadian” must be reviewed and approved by the Minister responsible for the Investment Canada Act to ensure that the Minister is satisfied that the acquisition is “likely to be of net benefit to Canada”, such a determination based upon certain criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.

E.   Taxation

U.S. Federal Income Tax Consequences

The following is a summary of the anticipated material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of Common Shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (the “IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

U.S. Holders

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) of the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; or (i) U.S. Holders that own (directly, indirectly, or constructively) 10% or more, by voting power or value, of the outstanding shares of the Company. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares

Distributions on Common Shares

General Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain from the sale or exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares” below).

Reduced Tax Rates for Certain Dividends

For taxable years beginning after December 31, 2002 and before January 1, 2009, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date.”

The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year. In 2003, the U.S. Department of the Treasury (the “Treasury”) and the IRS announced that they intended to issue Treasury Regulations providing procedures for a foreign corporation to certify that it is a QFC. Although these Treasury Regulations have not yet been issued, the Treasury and the IRS have confirmed their intention to issue these Treasury Regulations. It is expected that these Treasury Regulations will obligate persons required to file information returns to report a dividend paid by a foreign corporation as a dividend from a QFC if the foreign corporation has, among other things, certified under penalties of perjury that the foreign corporation was not a “passive foreign investment company” for the taxable year during which the foreign corporation paid the dividend or for the preceding taxable year.

As discussed below, the Company believes that it was a “passive foreign investment company” for the taxable year ended December 31, 2005. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign Investment Company” below). Accordingly, the Company does not believe that it was a QFC for the taxable year ended December 31, 2005.

If the Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.

Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt. A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars).

Dividends Received Deduction

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

Disposition of Common Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules. (See more detailed discussion at “Foreign Tax Credit” below).

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income (including “passive income,” “high withholding tax interest,” “financial services income,” “general income,” and certain other categories of income). Dividends paid by the Company generally will constitute “foreign source” income and generally will be categorized as “passive income” or, in the case of certain U.S. Holders, “financial services income.” However, for taxable years beginning after December 31, 2006, the foreign tax credit limitation categories are reduced to “passive income” and “general income” (and the other categories of income, including “financial services income,” are eliminated). The foreign tax credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, or proceeds arising from the sale or other taxable disposition of, Common Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.

Additional Rules that May Apply to U.S. Holders

If the Company is a “controlled foreign corporation” or a “passive foreign investment company” (each as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.

Controlled Foreign Corporation

The Company generally will be a “controlled foreign corporation” under Section 957 of the Code (a “CFC”) if more than 50% of the total voting power or the total value of the outstanding shares of the Company is owned, directly or indirectly, by citizens or residents of the U.S., domestic partnerships, domestic corporations, domestic estates, or domestic trusts (each as defined in Section 7701(a)(30) of the Code), each of which own, directly or indirectly, 10% or more of the total voting power of the outstanding shares of the Company (a “10% Shareholder”).

If the Company is a CFC, a 10% Shareholder generally will be subject to current U.S. federal income tax with respect to (a) such 10% Shareholder’s pro rata share of the “subpart F income” (as defined in Section 952 of the Code) of the Company and (b) such 10% Shareholder’s pro rata share of the earnings of the Company invested in “United States property” (as defined in Section 956 of the Code). In addition, under Section 1248 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares by a U.S. Holder that was a 10% Shareholder at any time during the five-year period ending with such sale or other taxable disposition generally will be treated as a dividend to the extent of the “earnings and profits” of the Company that are attributable to such Common Shares. If the Company is both a CFC and a “passive foreign investment company” (as defined below), the Company generally will be treated as a CFC (and not as a “passive foreign investment company”) with respect to any 10% Shareholder.

The Company does not believe that it has previously been, or currently is, a CFC. However, there can be no assurance that the Company will not be a CFC for the current or any subsequent taxable year.

Passive Foreign Investment Company

The Company generally will be a “passive foreign investment company” under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation” or makes an election). “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

The Company believes that it was a PFIC for the taxable year ended December 31, 2005, and expects that it may be a PFIC for subsequent taxable years. The determination of whether the Company was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether the Company will be a PFIC for each subsequent taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Annual Report. Accordingly, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution paid on the Common Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current taxable year) exceeds 125% of the average distributions received during the three preceding taxable years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any excess distribution paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the Common Shares (other than years prior to the first taxable year of the Company beginning after December 31, 1986 for which the Company was not a PFIC) will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year. Such a Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible. The amount of any such gain or excess distribution allocated to the current year of such Non-Electing U.S. Holder’s holding period for the Common Shares will be treated as ordinary income in the current year, and no interest charge will be incurred with respect to the resulting tax liability for the current year.

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last taxable year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year. However, if the Company was a PFIC in a prior year, then in addition to filing the QEF Election documents, a U.S. Holder must elect to recognize (a) gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if the Common Shares were sold on the qualification date or (b) if the Company was also a CFC, such U.S. Holder’s pro rata share of the post-1986 “earnings and profits” of the Company as of the qualification date. The “qualification date” is the first day of the first taxable year in which the Company was a QEF with respect to such U.S. Holder. The election to recognize such gain or “earnings and profits” can only be made if such U.S. Holder’s holding period for the Common Shares includes the qualification date. By electing to recognize such gain or “earnings and profits,” such U.S. Holder will be deemed to have made a timely QEF Election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF Election if such U.S. Holder failed to file the QEF Election documents in a timely manner.

A QEF Election will apply to the taxable year for which such QEF Election is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent taxable year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those taxable years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent taxable year in which the Company qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of all of such U.S. Holder’s direct and indirect interest in the Common Shares. Accordingly, if such U.S. Holder reacquires an interest in the Company, such U.S. Holder will be subject to the QEF rules described above for each taxable year in which the Company is a PFIC.

Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a QEF Election. U.S. Holders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the Common Shares are regularly traded on a qualified exchange or other market. For this purpose, a “qualified exchange or other market” includes (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, surveillance, and other requirements designed to prevent fraudulent and manipulative acts and practices, remove impediments to and perfect the mechanism of a free, open, fair, and orderly market, and protect investors (and the laws of the country in which the foreign exchange is located and the rules of the foreign exchange ensure that such requirements are actually enforced) (ii) the rules of such foreign exchange effectively promote active trading of listed stocks. If the Common Shares are traded on such a qualified exchange or other market, the Common Shares generally will be “regularly traded” for any calendar year during which the Common Shares are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for the Common Shares and such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the Common Shares over (ii) the fair market value of such Common Shares as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).

A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a Mark-to-Market Election.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Common Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

F. Dividends and Paying Agents

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

G. Statement by Experts

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

H. Documents on Display

Documents referred to in this Annual Report may be inspected at the head office of the Company at Suite 510 - 510 Burrard Street, Vancouver, B.C. Canada V6C 3A8 or the Company's registered office at Suite 1040 - 999 West Hastings Street, Vancouver, B.C. Canada V6C 2W2 during normal business hours.

The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”) and, to the extent required of Canadian companies, will file periodic reports and other information with the Commission. All such reports and information may be ready and copied at the public reference facilities listed below. The Company intends to give its shareholders annual reports containing audited financial statements and a report thereon from its independent chartered accountants and quarterly reports for the first three quarters of each year containing unaudited interim financial information.

The Company’s SEC filing, and the exhibits thereto, are available for inspection and copying at the public reference facilities maintained by the Commission in Judiciary Plaza, 100 F Street, NE, Room 1580, Washington, DC 20549. Copies of these filings may be obtained from these offices after the payment of prescribed fees. Please call the Commission at (202) 551-8090 for further information on the public reference rooms.

The Company will also provide its shareholders with proxy statements prepared according to Canadian law. As a Canadian company, the Company is exempt from the Exchange Act rules about prescribing the furnishing and content of proxy statements to share holders and is also exempt from the short-swing profit recovery and disclosure regime of section 16 of the Exchange Act.

II

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations. The Company uses the Canadian dollar as its reporting currency and is therefore exposed to foreign exchange movements in Chile and the United States where the Company is conducting exploration activities.

The Company has not entered into any material foreign exchange contracts to minimize or mitigate the effects of foreign exchange fluctuations on the Company’s operations. The Company exchanges Canadian dollars to fund its foreign operations. Based on prior years, the Company does not believe that it is subject to material foreign exchange fluctuations. However, no assurance can be given that this will not occur in the future.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

The Company has a Shareholder Rights Plan (the “Rights Plan”), which was confirmed by the shareholders at the Annual and Extraordinary General Meeting held on June 8, 2001 and at the Annual and Extraordinary General Meeting held on April 14, 2005.

The following is a summary of the terms of the Shareholder Rights Plan.

General

The rights have been issued pursuant to a shareholder rights plan agreement dated February 12, 2001 between the Company and Pacific Corporate Trust Company as the rights agent. Each right will entitle the holder to purchase from the Company one Common Share at the exercise price of $30 per share, subject to adjustments, at any time after the separation time (defined below). However, if a flip-in event (defined below) occurs, each right will entitle the holder to receive, upon payment of the exercise price, Common Shares having a market value equal to two times the exercise price. The rights are non-exercisable until the separation time.

II

Trading of Rights

Until the separation time, the rights will be evidenced by the outstanding certificates for Common Shares and the rights will be transferred with, and only with, the Common Shares. As soon as practicable following the separation time, separate certificates evidencing the rights will be mailed to holders of record of Common Shares as of the close of business at the separation time and the separate rights certificates will thereafter evidence the rights.

Separation Time and Acquiring Person

The rights will separate and trade apart from the Common Shares and become exercisable at the separation time. "Separation time" generally means the close of business on the tenth trading day following the commencement or announcement of the intent of any person to commence a take-over bid, other than a permitted bid or a competing bid, but under certain circumstances can mean the eighth trading day after a person becomes an "acquiring person" by acquiring 20% or more of the voting shares of any class.

Flip-in Event

A "flip-in event" will, in general terms, occur when a person becomes an acquiring person. Upon the occurrence of a flip-in event, each right will entitle the holder to acquire, on payment of the exercise price, that number of Common Shares having a market value equal to two times the exercise price. However, any rights beneficially owned by an acquiring person or by any direct or indirect transferees of such person, will be void. The term "beneficial ownership" is defined to include, under certain circumstances, shares owned indirectly through affiliates, associates, trusts and partnerships, other situations of ownership deemed by operation of law, shares subject to acquisition or voting agreements and shares owned by persons acting jointly or in concert. There are several exceptions, including exceptions directed towards investment managers, trust companies, and independent managers of pension plans who are not participating in a take-over bid.

Permitted Bids

Permitted bids are exempted from the operation of the Shareholder Rights Plan. In summary, a permitted bid is a take-over bid made by way of take-over bid circular which complies with the following provisions:

(a)It is made to all holders of voting shares of the Company of a particular class and for all those voting shares.

(b)No voting shares can be taken up and paid for before the close of business on a date not less than 60 days following the date of the take-over bid and unless more than 50% of voting shares held by shareholders independent of the offeror are tendered and not withdrawn.

(c)Voting shares may be tendered at any time during such 60-day period and may be withdrawn until taken up and paid for.

(d)If the condition described in (b) above is met, there will be a public announcement and the take-over bid will be open for a further period of 10 business days.

The Shareholder Rights Plan contains provisions designed to ensure that, if considered appropriate, the time for tendering to two or more competing permitted bids will occur on the same date.

Exchange Option

Under certain circumstances, the board of directors of the Company can, on exercise of a right and payment of the exercise price, issue other securities or assets of the Company in lieu of Common Shares. The board of directors of the Company can also determine to issue in exchange for the rights, but without payment of the exercise price, Common Shares having a value equal to the exercise price or other securities or assets of the Company having the same value.

Adjustments

The exercise price, the number and kind of shares subject to purchase upon exercise of each right and the number of rights outstanding are subject to adjustment from time to time to prevent dilution in the event that the Company takes certain actions involving the Company's share capital which would otherwise have a dilutive effect.

Redemption

At any time before the occurrence of a flip-in event, the board of directors may elect to redeem the rights in whole at a redemption price of $0.00001 per right.

Waiver

The board of directors may waive the application of the Shareholder Rights Plan to any flip-in event if it determines that a person became an acquiring person by inadvertence, conditional upon such person having, within 10 days after the determination by the board of directors, reduced its beneficial ownership of shares such that it is no longer an acquiring person. The board of directors may also, until a flip-in event has occurred, waive the application of the Shareholder Rights Plan to any particular flip-in event, but in that event, the board of directors must waive the application of the Shareholder Rights Plan to any other flip-in event occurring within 75 days after the initial waiver.

Amendments

The board of directors may amend the Shareholder Rights Plan to correct clerical or typographical errors, to maintain the validity of the plan as a result of any changes in any applicable legislation or to increase or decrease the exercise price. Any amendments required to maintain the validity of the Shareholder Rights Plan must be submitted to the shareholders of the Company or, after the separation time, to the holders of the rights for confirmation.

Other amendments can only be made with the approval of the shareholders of the Company or, after the separation time, the holders of the rights. Any supplements or amendments to the Shareholder Rights Plan require the prior written consent of The Toronto Stock Exchange.

Term

The Shareholder Rights Plan has a term of 10 years. However, if it is not subsequently confirmed at the shareholders’ meetings on the fourth and seventh anniversaries of such confirmation, it will terminate at the end of each such shareholders’ meeting.

ITEM 15. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. The Company’s principal executive officer and its principal financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) on December 31, 2005, concluded that, as of such date, the Company’s disclosure controls and procedures were adequate and effective.

Changes in internal control over financial reporting. There were no changes in internal control over financial reporting that occurred during our fiscal year ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. AUDIT COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS

A. Audit Committee Financial Expert

The Company’s Board of Directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the U.S. Securities Commission (the “SEC”)) serving on its Audit Committee. Mr. Wilson Barbour has been determined to be such audit committee financial expert and is independent. The SEC has indicated that the designation of an audit committee financial expert does not make Mr. Barbour an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

B. Code of Ethics

The Company has adopted the following code of ethics that applies to all the Company’s Officers, including the Chief Executive Officer and the Chief Financial Officer:

It is the policy of the Company that all officers, including the Chief Executive Officer and the Chief Financial Officer, adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:

1. Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interest and the interest of the Company, including receiving improper personal benefits as a result of his or her position.

2. Provide stakeholders with information that is accurate, complete, objective, relevant, timely and understandable.

3. Comply with laws of federal, provincial and local governments applicable to the Company, and the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.

4.   Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.

5. Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose. Do not use confidential information, acquired in the course of the performance of his or her responsibilities, for personal advantage. Do not compete directly or indirectly with the Company.

6. Proactively promote ethical behavior among subordinates and peers.

7. Use corporate assets and resources employed or entrusted in a responsible manner.

8.   Advance the Company’s legitimate interest and proactively promote high integrity as a responsible member of his or her business team and/or in his or her work environment.

C.   Principal Accountant Fees and Services

Fees

For the years ended December 31, 2005 and 2004, fees payable to the Company’s external auditors, De Visser Gray, Chartered Accountants, of Vancouver British Columbia, for audit services and for non-audit services were estimated and accrued as follows. During the years ended December 31 2005 and 2004, De Visser Gray was the Company’s only external auditor.

	December 31, 2005 $	December 31, 2004 $
Audit and related fees Tax fees	25,000(1) Nil	17,100 Nil

(1) Audit fees estimated and accrued for 2005

Audit Committee’s Pre-Approval Polices and Procedures

The Company’s Audit Committee Charter incorporates the Company’s pre-approval policies and procedures. All of the services rendered. All services rendered by De Visser Gray during 2005 were approved by the Audit Committee pursuant to the pre-approval policies and procedures contained in the Audit Committee Charter.

D.   Exemption From the Listing Standards for Audit Committees

Disclosure not required.

E.   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company did not repurchase any of its shares in the fiscal year ended December 31, 2005.

PART III

ITEM 17. FINANCIAL STATEMENTS

See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this annual report.

These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars. There are material differences between United States and Canadian GAAP. A reconciliation of the financial statements to United States GAAP is set forth in Note 13 to the financial statements and in ITEM 5 entitled, “Liquidity and Capital Resources”, under “. For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see ITEM 3,

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

Financial Statements (see Exhibit 15.2, filed as part of this annual report):

(i)Management’s Discussion and Analysis of Financial Condition and Results of Operations.

for the years ended December 31, 2005, 2004 and 2003.

(ii)   Auditors’ Report dated March 22, 2006.

(iii)   Consolidated Balance Sheets as at December 31, 2005, 2004 and 2003.

(iv)   Consolidated Statements of Operations and Deficit for the years ended December 31, 2005, 2004 and 2003.

(v)   Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003.

(vi)   Notes to the Consolidated Financial Statements

(vii)   Financial Statement Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto filed herein.

12.1   Section 302 Certifications by the Chief Executive and Chief Financial officers required by rule 13a-14(a) or Rule 15d-14(a).

13.1   906 Certifications by the Chief Executive and Chief Financial officers required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code.

15.1   Management Information Circular dated March 20, 2006.

II

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all the requirements for filing on Form 20-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorised.

ATNA RESOURCES LTD.

/s/ David H. Watkins

David H. Watkins

President & Chief Executive Officer

March 20, 2006