Calibre Mining 20FR12G/A Initial registration of securities (foreign private issuers) (amended)

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Property consists of a Mining Lease covering 263 hectares. Subsequent to signing the Acquisition Agreement, we have acquired by staking an additional 80 claims covering 2,000 hectares surrounding the Property. These new claims have not been surveyed however we have received confirmation from the Newfoundland Department of Mines that they have been accepted for filing and duly accepted. The topography around the Property is low-lying and swampy.

The climate is typical of the north-central region of Newfoundland with cold winters and heavy snowfalls throughout the winter months, and generally warm but variable summers. Precipitation falls mainly in winter, predominantly as snow or rain from December through March. The mean annual precipitation is 655 mm.

History

Noranda discovered the Property in 1971 as part of a regional program for massive sulphide deposits. Noranda completed two programs of diamond drilling on the property (17,896m in 70 holes), various geophysical programs, and two phases of metallurgical testwork.

In 1999/2000, Rubicon completed a first phase of three drill holes followed by an additional nine diamond drill holes, several of which were deepened from original Noranda holes. Rubicon’s principal target was an interpreted deep zone below the main footwall stringer zone in aphanitic felsic volcanics.

Noranda completed two Inferred Resource estimates, the first in 1975 totalling 12.5 million tonnes grading 1.9% Zn, 0.9g/T Au, 20.9g/T Ag, and 0.48% Cu. In 1978, additional drilling and a higher cutoff grade of 6% ZnEq was used to generate a higher-grade Inferred Resource as follows:

Zone	Tonnes	Zn, %	Cu, %	Au, g/T	Ag, g/T
Lower	1,490,566	7.34	0.43	2.25	54.7

(Zinc equivalent grades were based on recoveries of between 40% and 60% for Cu, Ag, and Au and metal prices of $0.40/lb, $8.40/oz, and $536/oz respectively).

To date, exploration activities have defined three areas of sulphide mineralization along a 500 m long, north-trending, structure separated into Hangingwall and Footwall Zones. The depth extent of the mineralization defined by drilling below surface elevation is approximately 360m, and widths are typically in the 3m-20m range with a maximum of 85m (true widths).

Geological Setting

The Point Leamington Deposit occurs within the Cambro-Ordivician, tectonic-stratigraphic Dunnage Zone of the Newfoundland Appalachians (Williams 1978). This zone consists primarily of ophiolites and thick sequences of volcanic, sub-volcanic rocks and their sedimentary equivalents of island arc-back arc affinity (Swinden et. al., 1990).

The Dunnage Zone can be divided into a number of belts, all of which are known to host Volcanogenic Massive Sulphide (VMS) deposits. Point Leamington can be classed as a VMS deposit. VMS deposits are defined as dominantly stratiform accumulations of semi-massive to massive sulphide hosted within stratigraphic successions in which volcanic rocks are the major constituent. These deposits typically occur in clusters and vary in size from less than a million tonnes to several tens of millions of tonnes, and are amenable to both open pit and underground mining.

VMS deposits are a major source of zinc and copper and often contain significant by-product credits in gold and silver. Prominent examples are the Westmin deposit on Vancouver Island, Kidd Creek deposit in Ontario and the

Buchans deposit in Newfoundland. Five main ore bodies were mined at Buchans between 1928 and 1984 producing a total of 16.2 million tonnes of ore grading 15.51% Zn, 7.56% Pb, 1.33% Cu, 1.37g/t Au, and 126g/t Ag.

At Point Leamington, mineralization has been defined along a near-surface zone along a 500m strike length and to depths of 360m. A large, low-grade geological inferred mineral resource of 12.5Mt and a higher-grade inferred mineral resource of 1.49Mt have been estimated from previous Noranda work.

The mineralization is composed of very fine-grained sphalerite (up to 80%); pyrite and minor marcasite (12%); some arsenopyrite (5%); chalcopyrite (2%); silver-bearing, lead sulpho-salts (<1%); cassiterite (<1%); and trace pyrrhotite, covellite, galena, chalcocite, tetrahedrite, stannite, jamesonite, covellite, and native copper.

Rubicon geologists identified an upper pyrite-rich zone and lower zinc-rich zone at Point Leamington (zoning of mineralogy is a characteristic feature of VMS deposits). The sulphides are typically fine-grained, with only occasional sections with coarser-grained mineralization (in the lower zone). Quartz is the most common gangue mineral associated with the massive sulphides.

Exploration

The following information taken from the Rubicon files is a summary of exploration on the Property:

Year	Exploration
1953	Original mapping of the area by Newmont Mining Corporation
1956	Mapping and prospecting by NALCO
1970s	Airborne geophysics by Phelps Dodge
1971-74	Reconnaissance silt sampling (Noranda) lead to discovery of the zone and an initial drill hole. Subsequently a total of 45 holes were completed by Noranda between 1971 and 1977
1984	Drilling (5 holes) and geophysics by Noranda
1986-88	Additional 4 holes by Noranda for metallurgical testwork, followed by a further 6 holes with one reported at 4.67% Zn and 1.68g/T Au (plus silver and weak Cu) over 11m. Late in this period, 8 other holes intersected weak mineralization
1997	Two additional holes by Noranda
1998-2000	Rubicon acquired the Property and completed 12 holes.

Drilling

Drilling by Noranda can be summarised as follows:

Year	Holes	Objective/Results	Metres
1971	1	Discovery Hole
1971-74	44	Testing sulphides along strike and to 550m in depth
1984	5	Testing MaxMin anomalies, plus deeper mineralization
1986	4	Metallurgical testwork
	6	Testing of zone along strike
1987-88	8	Weakly mineralised MS
1997	2	Minor pyrite
TOTAL	70		17,896

The Rubicon drill programs of 1998 thru 2000 were as follows:

Year	Holes	Objective/Results	Metres
1999-2000	3	Phase 1 to test deep zones below footwall rhyolite
	9	Phase 2 which intersected at least 4 horizons at depths of

		+450m hosting weakly mineralised, narrow sulphides
TOTAL	12		3,818

Significant intercepts from the Noranda and Rubicon deeper drilling are recorded as follows:

Drill Hole	Intercept (m)	Zn,%	Au, g/T	Ag, g/T	Cu,%
71-08	7.62	4.43	6.85	90.07	0.44
73-36	11.58	11.82	3.84	50.19	0.66
73-40	12.80	6.12	3.51	97.50	0.41
PL-67	21.72	5.59	1.99	34.42	0.69
PL-68	16.74	4.07	1.95	40.88	0.26

This latest drill program by Rubicon provided indications of extensions to the VMS mineralization compared to the earlier Noranda work.

“Main Zone” massive sulphide mineralization was encountered 275m to the south of the previous Noranda limit as demonstrated in Rubicon’s hole #PL-072 (8m grading 0.4% Zn, plus by-products in copper, and precious metals), and extensions to several of the earlier Noranda holes to depths of 300-500m encountered low-grade but interesting zinc, copper, and precious metals values in a felsic sequence containing at least four horizons interpreted by Rubicon to possibly point to a favourable pattern of “stacked zones”.

Exploration and Development

The delineated mineralization for the Property is classified as an Inferred Resource according to the following definition from National Instrument 43-101 of the British Columbia Securities Commission:

“An 'Inferred Mineral Resource' is 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.”

The drill hole information shows reasonable geologic continuity for the massive sulphide domain with the zone apparent on all sections and level plans separated by a single cross fault. The uncertainty on down hole surveys, the wide spacing of drill hole data relative to the ranges of semivariograms, the lack of quality assurance/quality control data and the lack of measured specific gravities, however, all necessitate a classification of inferred for this resource.

Results of the resource estimation at various zinc cutoff grades can be tabulated as follows:

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 feasibililty 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 mineable.

*CutOff* *%Zn*	*Tonnes > Cutoff* *(tonnes)*	*Grade > Cutoff*
*Zn (%)*	*Cu (%)*	*Au (g/t)*	*Ag (g/t)*
3.00	1,600,000	4.16	0.23	1.54	31.26
4.00	620,000	5.42	0.29	1.81	31.96

At current metal prices, a cutoff grade of 3-4% Zn is appropriate as a guide for assessing the scope for future production at Point Leamington although at this exploration stage significantly larger tonnages and/or higher grades will be required for any meaningful technical assessments.

The Property consists of a VMS massive sulphide zone of zinc-copper-gold-silver mineralization at the contact of mafic volcanics in the hangingwall and a rhyolitic dome sequence in the footwall. Mineralization is interpreted to have occurred in several stages of replacement and brecciation along a prominent north-south trending zone. A central Hangingwall Zone dipping at 70 degrees to the west has been investigated by drilling along a 500 m strike length and to depths of ~400 m with widths varying from 4m to 20m (maximum 85m). The mineralization responds with difficulty to standard flotation metallurgy as demonstrated from bench-scale test work completed by Noranda.

The latest drilling by Rubicon in 1999/2000 provided evidence of extensions of the Main Zone massive sulphide zone(s) to the south compared to the earlier Noranda work. In addition, deep drilling to depths of >350m encountered stringer-style of pyrite mineralization possibly representing a lower horizon with a favourable environment for massive sulphides deposition.

The overall dimensions of the mineralization, its location close to surface, good access close to tidewater, and promising exploration targets along strike and to depth, justify further consideration within our overall corporate exploration plan. Deeper mineralization below the main zone of sulphides would have to be of significantly higher grade than currently indicated (to support an underground operation), but remains a valid, although higher-risk exploration target.

A drill program is warranted to test the lateral and depth extents of the favourable massive sulphide zones at Point Leamington. Specific targets are:

•	Down-dip from Hole #72 which intercepted ~8m of low-grade mineralization in the massive sulphide horizon approximately 275m along strike beyond the main zone originally defined by Noranda in the 1970s and 1980s;

•	Extensions of the interpreted high-grade Zn-Au zone at dep

•	The deep footwall zone encountered by Rubicon in the 2000 drill program

Down-hole geophysics may also be useful to target zones for further drilling. Other recommended work would include further geological investigation interpretation of the high-grade zinc zone, and limited metallurgical investigations with the objective of improving processing characteristics of the mineralization.

Specific gravity measurements must be completed on a representative number of samples from various grade ranges to determine the relationship between grade and bulk density for all rock and mineralization types.

All future drill hole sampling should be completed with a full Quality Assurance/Quality Control program including the introduction of blank samples and representative standards into the assay stream at regular intervals. In addition, a representative number of random duplicates should be selected for re-assay at a second lab where the remaining pulps should be placed in new bags, given a random number supplied by us, and re-submitted to the primary lab. In this manner a representative number of assays can be completed in triplicate with checks available to both identify and quantify any laboratory bias and quantify sampling precision.

All drill holes should have down-hole surveys. A few older holes should also be re-surveyed for accuracy of the historical work, and holes twinned if required.

The additional work program recommended for the Property would therefore be as follows:

Work Program	Description
Down-Hole Geophysics		$150,000
Diamond Drilling, Phase 1	5,000m @ $60/metre, all-in cost	$300,000
Metallurgical Testwork	To investigate potential for improved recoveries	$50,000
General & Admin		$25,000
Contingency, 10%		$25,000
TOTAL ESTIMATE		$550,000

Additional drill expenditures may be required depending on results of the Phase One drilling listed above.

On December 3, 2004, we completed our Phase One drill program. The results set out below are based on management’s review of the data.

The Phase one drill program consisted of 2,402 metres of diamond core drilling in five holes and was designed to locate extensions of the known higher grade Zn-Au mineralization outside the current resource, both at depth and along strike, and to expand the recently discovered South Zone.

Drill hole PL04-077 was drilled along the projection of higher grade massive sulphide mineralization in the southern portion of the main deposit, beyond the lower edge of previously defined mineralization. This hole intersected 4.00 metres of massive sulphide grading 14.94% Zn, 4.93 g/T Au, 59.0 g/T Ag and 0.36% Cu (see Table 1). Additional drilling was targeted on a new sulphide zone, the South Zone, discovered in the final hole of a previous drill program in 2000 and located about 250 metres south of the known limit of the Point Leamington deposit. Drill Hole PL04-073 and PL04-074 targeted this zone down plunge to the north. PL04-073 intersected 3.9 metres of massive sulphide, grading 5.18% Zn, 1.65 g/T Au, 33.1 g/T Ag and 0.27% Cu (see Table 1) 110 metres from the previous intersection (PL-072 drilled in 2000 which returned 8.08 metres grading 0.44% Zn, 1.08 g/T Au, 0.66% Cu). This mineralization is interpreted to lie at the same stratigraphic horizon and likely represents a faulted offset of the Point Leamington deposit. The potential exists for additional mineralization between these two mineralized zones. Drill hole PL04-074 was intended to test the South Zone 75 metres down dip from PL04-073 but intersected a wide dyke at the target depth. As such, the South Zone remains untested below PL04-073 and PL-072.

Two drill holes PL04-075 and PL04-076, explored the entire thickness of prospective volcanic stratigraphy for additional mineralized horizons. Several lower grade intervals of stringer to semi-massive sulphide mineralization were intersected in this section, particularly within the footwall unit to the main deposit (see Table 1).

Table 1 - Drill Results - Point Leamington, 2004 Phase One Drill Program

Hole	From (m)	To (m)	Drilled Width (m)	True Width (calc.)	Zn%	Au g/T	Ag g/T	Cu%
PL04-073
South Zone	239.20	243.20	4.00	3.90	5.18	1.65	33.1	0.27
incl.	240.70	242.85	2.15	2.10	7.47	1.71	35.0	0.30
Or	237.17	243.20	6.03	5.88	3.91	1.14	25.0	0.21
PL04-074
Footwall	344.94	346.40	1.46	0.84	0.74	1.69	23.3	.03
PL04-075
	421.88	426.67	4.79	*n.p.o.	0.42	<.005	0.03	0.01
	548.44	550.25	1.79	1.29	0.45	0.12	2.6	0.02
PL04-076
	549.80	550.73	0.93	0.81	0.18	7.31	3.8	0.02
	574.70	575.75	1.05	*n.p.o.	0.21	0.47	1.1	0.01
	577.65	582.34	4.69	*n.p.o.	0.67	0.05	0.3	0.01
PL04-077
Main Zone	400.36	405.03	4.67	4.00	14.94	4.93	59.0	0.36
Footwall	409.40	412.40	3.00	1.93	0.85	0.19	3.1	0.04
	418.37	420.75	2.38	*n.p.o.	0.59	0.10	0.3	0.04

433.80	436.29	1.49	1.14	0.64	0.32	0.7	0.03
437.80	441.42	3.62	1.81	0.61	0.38	0.7	0.06
466.08	468.39	2.31	1.63	1.50	0.20	0.4	0.07

*n.p.o. = no preferred orientation apparent, i.e. breccia or stockwork mineralization

Assaying was conducted on sawn, one-half, NQ-sized core sections and analyzed at Eastern Analytical Ltd., Springdale, Newfoundland. Gold was analyzed by fire assay-atomic absorption on a 30 gram sub-sample. Check analyses were done on all samples with greater than 1.0 g/T Au. Base metals and other elements were analyzed by aqua regia digestion and inductively coupled plasma-atomic emission spectroscopy (ICP-AES). Any of Zn, Cu, or Ag that reported greater than detection limits was re-assayed using atomic absorption. Duplicate and blank samples were included in each sample batch. A pulp from approximately every tenth sample was forwarded to Chemex Labs in North Vancouver, B.C. for check gold (fire assay-atomic absorption) and ICP (aqua regia digestion, and ICP-AES) analyses. The Phase One drill program was managed by Vancouver-based Equity Engineering Limited under the direction of Murray Jones, M.Sc. P.Geo. an independent and qualified person as defined by National Instrument 43-101.

Regional government mapping and lithogeochemical sampling has indicated that the Property’s host volcanic stratigraphy extends well beyond the vicinity of the deposit. However, exploration on the Property is hindered by a lack of outcrop exposure of the prospective volcanic rocks that host the massive sulphide mineralization. An airborne geophysical survey, using a deep penetrating, electro-magnetic and magnetometer system is planned during 2005 to allow for extrapolation of the prospective stratigraphy and definition of additional exploration targets on the Property. This survey, which would cover approximately 1,000 line kilometres at 100 metre line spacing, would cost approximately $125,000. Additional diamond drilling may be carried out upon completion and interpretation of the planned airborne survey to explore new geophysical targets and further expand the higher grade Zn-Au zones intersected in the 2004 Phase One drill program.

NONE OF THE MINERAL PROPERTIES IN WHICH WE HOLD AN INTEREST IS KNOWN TO CONTAIN COMMERCIAL QUANTITIES OF MINERALS OR PRECIOUS GEMS. ALL EXPLORATION PROGRAMS PROPOSED FOR ANY MINERAL PROPERTIES IN WHICH WE HAVE AN INTEREST ARE EXPLORATORY IN NATURE.

Management reviews the carrying value, for accounting purposes, of mineral rights and deferred exploration costs as described in Item 5. Operating and Financial Review and Prospects.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Results of Operations

The following discussion and analysis of financial conditions and results of operations should be read in conjunction with our financial statements included in Item 17 of this Form 20-F.

Our results of operations, presented in accordance with Canadian GAAP are summarized below:

	Three Months Ended March 31, 2005 (unaudited)	Three Months Ended March 31, 2004 (unaudited)	Year Ended December 31, 2004	Year Ended December 31, 2003	Year Ended December 31, 2002
REVENUE	$-	$-	$-	$-	$-
EXPENSES
Audit and accounting	$17,397	$15,992	$32,605	$8,700	$4,238
Amortization	4,149	-	10,605	-	-
Bank Charges	129	108	660	400	222
Foreign exchange	(80)	499	441	-	-
Consulting Fees	15,608	20,076	63,000	-	-
Insurance	10,746	-	19,015	-	-
Legal fees	16,980	40,994	110,827	14,349	2,043
Marketing	15,506	-	46,569	-	-

Three Months

Ended

March 31, 2005 (unaudited)

Three Months

Ended

March 31, 2004 (unaudited)

Year Ended

December 31,

2004

Year Ended

December 31,

2003

Year Ended

December 31,

2002

Office, Postage and Printing	6,111	6,885	43,145	-	-
Rent	8,549	-	34,375	23,550	25,600
Salaries and Wages	78,694	15,000	274,624	-	-
Salaries and Wages - Stock Compensation	125,246	609,436	824,517	133,239	-
Shareholder Relations	1,316	2,408	7,563	16,362	20,253
Telephone and Utilities	2,294	2,387	10,632	-	-
Trade Shows	5,484	3,069	14,467	-	-
Transfer Agent, Regulatory Fees	6,476	14,863	23,644	9,512	5,849
Travel	50,755	44,221	157,989	4,400	4,800
TOTAL EXPENSES	$(365,360)	$(775,938)	$(1,674,678)	$(210,512)	$ (63,005)
Gain on forgiveness of debt	-	-	-	139,408	-
Mineral properties written off	-	-	-	(241,520)	-
Property investigation	(120,186)	-	(102,098)	-	-
Interest Income	30,574	2,587	75,678	270	858
LOSS FOR THE PERIOD	$(454,972)	$(773,351)	$(1,701,098)	$(312,354)	$(62,147)

Discussion of Operations and Financial Condition for the Three Months Ended March 31, 2005 and 2004

Our net loss for the three months ended March 31, 2005 was $454,972 compared to $773,351 for 2004.

Total Expenses

Analysis of the various components of the Expenses is as follows:

Total general and administrative expenses were $365,360 (2004 - $775,938). The recording of non-cash stock-based compensation expense of $125,246 (2004 - $609,436) represents the major decrease in administrative expenses. During the first quarter of 2005, the Company granted stock options of 200,000 to a director. The Company recorded $58,082 in stock-based compensation expense in relation to these options. The remaining $67,164 of stock-based compensation expense relates to options granted in prior periods that have vested in the current period.

Audit and accounting fees were $17,397 (2004 - $15,992). Audit and accounting fees for for the first quarter of 2005 remained fairly constant compared to first quarter of 2004. The audit and accounting fees for the first quarter of 2005 relates to the on-going process of becoming a reporting issuer under the Securities Exchange Act of 1934. The audit and accounting fees in 2004 was due to the three financings and the Property acquisition. Amortization expense was $4,149 (2004 - $nil). There was no amortization expense taken during the first quarter of 2004 since there were no assets recorded during the period. We acquired office furniture and equipment including computers during the second quarter of 2004. In addition, we entered into an office lease and incurred leasehold improvement costs starting on the second quarter of 2004.

Consulting fees were $15,608 (2004 - $20,076). Consulting fees paid were connected to a contract with Endeavour Financial to provide services including but not limited to assistance in project evaluation and acquisition as well as capital markets advice for both periods

Insurance expense was $10,746 (2004 - $nil). We did not have any insurance policies in effect during the first quarter of 2004. Insurance expense for the first quarter of 2005 reflects the amortization of the prepaid insurance policies to cover commercial liability as well as liability coverage for Directors and Officers.

Legal fees were $16,980 (2004 - $40,994). Legal fees incurred during the first quarter relates to the on-going process of becoming a reporting issuer under the Securities Exchange Act of 1934. The decrease is compared to the

first quarter of 2004 is due to less activity compared to the same period in 2004 when we were more active with financings, acquisitions, project review and various regulatory matters.

Marketing expense was $15,506 (2004 - $nil) for design and printing of promotional material. There were no marketing expenses incurred during the first quarter of 2004 as we were still reorganizing the Company. Renmark Financial Communications Inc. provides investor relations services for us.

Office, postage and printing costs were $6,111 (2004 - $6,885). Office expenses for for the first quarter of 2005 remained fairly constant compared to first quarter of 2004. Our corporate office is in Vancouver and the costs are for our day to day operations.

Rent expense was $8,549 (2004 - $nil). We did not have any rent expense during the first quarter of 2004 since we signed a lease agreement for the rental of office space during the second quarter of 2004. The lease expires November 29, 2007. We have the following future lease obligations: 2005 - $25,509, 2006 - $34,012 and 2007 - $30,920.

Salaries and wages were $78,694 (2004 - $15,000). These costs include compensation for our Chairman, President, Chief Financial Officer and an office employee. Costs in 2004 included compensation for our Chief Financial Officer.

Shareholder relations expenses were $1,316 (2004 - $2,408) for costs for news release dissemination.

Telephone and utilities were $2,294 (2004 - $2,387) for office and cellular phones.

Trade shows and conference costs were $5,484 (2004 - $3,069) for attending the Prospectors and Developers conference.

Transfer agent and regulatory fees were $6,476 (2004 - $14,863). The decrease is due to lower financing activities as we were more active in 2004 with two financings and a property acquisition. In addition, higher transfer agent and regulatory fees were also due to reorganization activities during the first quarter of 2004.

Travel expenses were $50,755 (2004 - $44,221) for business travel related to our pursuit of financing and sending management and consultants for meetings.

Property investigation costs were $120,186 (2004 - $nil) for travel, project review and analysis and legal due diligence as we seek additional acquisitions. We did not incurred any property investigation costs during the first quarter of 2004 as we were focused on financing and reorganizing the Company.

We had interest income of $30,574 (2004 - $2,587) attributable to the cash balances from private placements completed during the prior year.

Liquidity and Capital Resources

Our ability to conduct operations, including the acquisition, exploration and development of mineral properties, continues on its ability to raise funds, primarily from equity sources.

Working Capital

At March 31, 2005, we had working capital of approximately $5,960,681.

Cash Used in Investing Activities

During the period we acquired office equipment for $4,416.

We incurred costs of $26,566 in on our Point Leamington project.

Cash Generated buy Financing Activities

There were no financing activities during the quarter. On May 7, 2005, warrants exercisable into 2,900,000 common shares expired.

Discussion of Operations and Financial Condition for the years ended December 31, 2002, 2003 and 2004

Total Expenses

Our total expenses have increased in each fiscal period due to the completion of a management reorganization at the end of 2003. Activities in 2004 included the completion of three private placements, the acquisition of the Property and the completion of a Phase One drill program at the Property. Total expenses continued to increase in 2004 as we recruited a Chairman, President and Chief Financial Officer and set up offices in Vancouver.

The components of our operating expenses are disclosed below.

Audit and accounting

Our audit and accounting costs have generally increased due to our increased corporate acquisition and financing activity.

Audit and accounting fees were $4,238 during 2002 and reflect a low level of activity. Audit and accounting fees increased to $8,700 during 2003 as we implemented a management reorganization, initiated a financing and also required additional services for stock based compensation reconciliation. Audit and accounting fees for 2004 were $32,605. The increase in audit fees in 2004 was due to the three financings and the Property acquisition. The Company changed auditors during the year and has undertaken to produce financial statements that comply with both U.S. GAAP and GAAS. As such, we increased amounts for accruals for the 2004 audit. We anticipate that our accounting costs will increase as we complete the process of becoming a reporting issuer under the Securities Exchange Act of 1934 and are required to prepare our financial statements with U.S. GAAP reconciliation on an ongoing basis.

Amortization

Our amortization expenses are attributable to amortization on our computer equipment, furniture and office equipment and leasehold improvements.

We incurred no amortization costs during 2002 and 2003 since we did not have any assets recorded during the two fiscal years. Our amortization expenses in 2004 of $10,605, reflects the purchase of computer equipment, desks and other general office equipment during the year. We entered into an office lease and incurred leasehold improvement costs that are amortized over the three year life of the lease.

Consulting Fees

Consulting fees for 2002 and 2003 were $Nil due to minimal activity compared to $63,000 in 2004. This amount consist of consulting fees paid to Endeavor Financial Corp. for services including but not limited to assistance in project evaluation and acquisition, as well as capital markets advice.

We anticipate our consulting fees will increase as we evaluate potential acquisitions.

Insurance

Our insurance costs include general office insurance, equipment insurance and director and officer liability insurance.

Insurance costs during 2002 and 2003 were $Nil since we did not have any insurance policies in effect during these fiscal years compared to $19,015 in 2004. In 2004, we implemented insurance policies to cover commercial liability as well as coverage for directors and officers.

Legal Fees

Legal fees are primarily attributable to legal fees incurred in connection with our acquisition of the Property, financings, contract preparation and our status as a publicly traded company in Canada.

Our legal costs have generally increased due to our increased corporate acquisition and financing activity. Legal costs for 2002 were $2,043 and for 2003 were $14,349 for general legal work. There was minimal activity during 2002. Higher legal fees in 2003 resulted from the start of our corporate reorganization. Legal fees in 2004 were $110,827 and reflected our increased activity that included filing documents with securities regulatory authorities, completing employment agreements and non-disclosure agreements and the preparation of contracts. We anticipate that our legal costs will increase as we complete the process of becoming a reporting issuer under the Securities Exchange Act of 1934.

Marketing

Marketing expenses include the production of marketing materials for presentations and the preparation of packages for investors. We have directed our marketing expenses towards the investment community as part of our efforts to raise capital and also to increase our public profile.

Our marketing expenses were $Nil in 2002 and 2003 due to minimal activity compared to $46,569 in 2004 as we prepared materials in connection with the completion of our private placement financings and acquisition of the Property. We have expanded our marketing efforts during 2004 with the objective of increasing public awareness of us. Our objectives are to increase the brand recognition of our name. Accordingly, we anticipate that our marketing expenses will continue to increase during 2005.

Office, Postage and Printing

Our office, postage and printing costs generally include office, postage and printing costs associated with our leased premises. These costs include general office supplies, stationary and printing.

Our office, postage and printing costs for 2002 and 2003 were $Nil due to minimal activity compared to $43,145 for 2004. Our office, postage and printing costs have increased during the last year as a result of our increased activity and the increased number of employees and consultants involved in our business.

Rent

Our rent includes rent payable in connection with our head office in Vancouver, British Columbia

Rent increased in 2004 compared to 2002 and 2003 as we acquired our head office space for our operations. Rent in 2004 was $34,375 compared to $23,550 in 2003 and $25,600 in 2002. Rents will continue to increase in 2005 over 2004, as costs in 2005 will be for a twelve-month period.

Salaries and Wages

Our salaries and wages expenses include salaries, wages and benefits payable to our President and one employee and fees paid to our Chairman and Chief Financial Officer.

Salaries and wages expense was $274,624 for 2004 as a result of the hiring of our President, Chairman, Chief Financial Officer and a full time employee to facilitate the reorganization and activities of the Company. These costs were $Nil in 2003 and 2002 as we had little activity in both years. Salaries and wages expenses will continue to increase in 2005 over 2004, as costs in 2005 will be for a twelve-month period.

Salaries and Wages - Stock Compensation

Stock compensation expense associated with salaries and wages is attributable to stock options granted to both employees and non-employees using the fair value method.

We have recorded stock-based compensation expense of $824,517 for 2004 compared to $133,239 for 2003.

During the 2004 fiscal year, we granted options to purchase up to 705,000 of our shares to our directors and officers. As at December 31, 2004, 491,740 of these options have vested. The total fair value of the options granted was calculated to be $1,094,934. Since the options were granted under a graded vesting schedule, $824,517 of the fair value has been recorded in our accounts as salaries and wages - stock compensation expense.

During the 2003 fiscal year, we granted stock options of 805,000 to directors and officers. We also granted stock options of 250,000 to a consultant. We recorded $101,665 of stock-based compensation expenses on options vested to our directors and officers and $31,574 of stock-based compensation expenses on options vested to our consultant for a total of $133,239 as salaries and wages - stock compensation expense.

$Nil was recorded for 2002 since no stock options were granted during the fiscal year.

Shareholder Relations

Shareholder relation expenses include costs of communications with our shareholders including annual general meeting material and news release dissemination and filing.

Shareholder relation expense was $7,563 for 2004. These expenses were $16,362 for 2003 and $20,253 for 2002. The costs for 2004 are lower as we are allocating promotional material to marketing for improved monitoring of costs.

Telephone and Utilities

Our telephone expenses include telephone expenses associated with our office premises and telecommunication costs for cellular phones and Blackberry devices used by our personnel.

Our telephone expenses have increased to $10,632 in 2004 consistent with the expansion of our operations. Telephone expenses were $Nil in 2003 and 2002 due to minimal activity.

Trade Shows

Our trade show expenses include expenses associated with trade shows attended by us for the purpose of increasing public awareness of us.

Trade show expenses in 2004 were attributable to our participation in the San Francisco Gold Show and attendance at conferences in London and Capetown. Trade show expenses for 2004 were $14,467 and $Nil for 2003 and 2002 due to minimal activity.

Transfer Agent, Regulatory Fees

Our transfer agent and regulatory fees include fees payable to our transfer agent and fees payable to securities regulatory authorities as a result of us being a public company in Canada.

Our transfer agent and regulatory fee expenses have increased in each period consistent with our growth as a public company. In 2004, we completed three financings, the Property acquisition and entered into two escrow agreements, and our transfer agent and regulatory fees were $23,644 for 2004. These fees were $9,512 in 2003 and $5,849 in 2002 and reflect our lower level of activity during the two years.

Travel

Travel expenses include business travel and travel related to our pursuit of financing and sending management and consultants for property investigation.

Our travel expenses were minimal in 2002 and 2003. Travel expenses increased substantially in 2004 in connection with our pursuit of private placement financings, investor updates and review of potential business opportunities. Travel expenses for 2004 were $157,989. We anticipate that our travel expenses will continue to increase during 2005 as we review business opportunities and provide investor updates.

Gain on forgiveness of debt

As part of our management reorganization in 2003, we incurred a gain of $139,408 as a result of forgiveness of debt.

Mineral properties written off

During 2003, we wrote off mineral property costs of $241,520.

In prior years, we acquired a mineral lode property of 6 claims known as the HP group in Dawson Mining District, Yukon for $32,000 and a 30% working interest in 103 mineral claims in the Dawson and Mayo Mining Districts, Yukon for $200,000. In 2003, management wrote off these mineral claims.

Interest Income

Our interest income is attributable to interest earned on our liquid investments, including cash and cash equivalents.

Interest income increased substantially in 2004 over prior periods due to the cash balances from the significant private placement financings completed during 2004. Interest income for 2004 was $75,678 as a result of proceeds from private placement financings. These funds are presently held in cash and cash equivalent investments pending expenditure of these amounts on our operations.

Net Loss

Our net loss has increased in each period as our expenses have increased in each period. We anticipate that our net loss will increase through 2005 unless we complete an acquisition resulting in positive earnings for us.

Liquidity and Capital Resources

Working Capital

We had a working capital balance of $6,317,240 at December 31, 2004, compared with $442,494 at December 31, 2003. The significant increase in working capital is due primarily to the net proceeds of the private placements completed in 2004.

We plan to complete additional work on the Property during the next twelve months. The additional costs for this project are anticipated to be $125,000. In addition, we anticipate that we will spend approximately $925,000 over the next twelve months in general and administrative expenses pursuing our plan of operations. We will set additional costs for project evaluation as opportunities arise. We anticipate that we will be able to finance both our anticipated capital and operating expenses over the next twelve months using our current working capital.

Cash and Cash Equivalents

We had cash of $6,192,278 at December 31, 2004 compared to $459,871 at December 31, 2003. The liquid portion of the working capital consists of cash and cash equivalents held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less. The management of these securities is conducted in-house based on investment guidelines approved by our Board, which generally specify that investments be made in conservative money market instruments that bear and carry on a low degree of risk. The objective of these investments is to preserve funds for our plan of operations.

Cash Used in Operating Activities

Cash used in our operating activities continues to increase as we expand our operations. Cash used in operating activities increased to $1,008,315 for the year ended December 31, 2004, compared to $100,830 for the year ended December 31, 2003 and $20,389 for the year ended December 31, 2002. We anticipate that cash used in operating activities will continue to increase during the remainder of 2005.

Cash Used in Investing Activities

We used $627,000 of cash in investing activities during the year ended December 31, 2004. Cash used in investing activities included the acquisition of $68,279 of property, plant and equipment. Cash used in investing activities also included $558,721 of mineral property costs in connection with the Property.

In 2004, we incurred cash costs of $558,721 for the Property. These costs include $125,000 for acquisition, $194,229 for drilling, $127,762 for geological consulting, $15,465 for assaying, $28,460 for camp and general expenses, $27,486 for equipment rental, $14,486 for geophysical work and $25,833 for mineral claim maintenance payments. In addition, 150,000 Common Shares, valued at $202,500, were issued as an acquisition cost. This was treated as a non-cash item.

We used $Nil of cash in investing activities during the year ended December 31, 2003.

We used $152,000 of cash in investing activities during year ended December 31, 2002. During that year, we spent $150,000 on option payments for our Dawson Clear Creek Property and $2,000 for geological and field expenses related to that property.

Cash Generated by Financing Activities

During the year ended December 31, 2004, we generated $7,367,722 in cash from financing activities. This amount included funds raised from three private placements.

In January 2004, we closed a non-brokered private placement of 5,000,000 Common Shares at a price of $0.25 per Common Share for gross proceeds of $1,250,000. There was no commission or finders fee payable on the financing

In May 2004, we closed a brokered private placement financing with Haywood Securities Inc. We issued 5,000,000 units at $1.25 per unit for gross proceeds of $6,250,000. Each unit consists of one Common Share and one-half of a Common Share purchase warrant. One full warrant will allow the holder to purchase one Common Share until May 7, 2005 at a price of $1.50 per share. Haywood Securities Inc. was paid a commission of 6% of the gross proceeds on the financing. The commission was paid in units of the financing at the election of the agent. The agent received 250,000 agent’s warrants representing 5.0% of the financing. Each agent’s warrant was exercisable into one Common Share at $1.25 until May 7, 2005.

In September 2004, we closed a non-brokered private placement of 300,000 units at $1.25 per Unit for gross proceeds of $375,000. Each unit consists of one Common Share and one full Common Share purchase warrant. One warrant will allow the holder to purchase one Common Share until September 29, 2006 at a price of $1.50 per share. No commission or finders fee was paid in conjunction with this financing.

The purpose of the private placements was to complete the following objectives:

a) acquire the Property

b) complete the recommended work program on the Property

c) hire executive personnel, office staff and geologists

d) establish a corporate office

e) complete project evaluations and potential acquisitions pursuant to our strategic alliance agreement with Orogen Holdings (BVI) Ltd., subsidiary of Gold Fields Limited.

During the year ended December 31, 2004, we granted 705,000 stock options exercisable at prices ranging from $1.35 to $2.10 on or before dates ranging from March 11, 2009 to September 29, 2009. The stock option compensation amount was $824,517. This amount was included in salaries and wages-stock compensation and included in share capital. These costs were treated as a non-cash financing activity.

During the year ended December 31, 2003, we received share subscription funds in advance of $460,000 as part of a private placement completed in early 2004. We received $66,908 as payment for the balance of an outstanding loan.

During the year ended December 31, 2003, we granted 1,055,000 stock options exercisable at $0.25 on or before December 11, 2008. The stock option compensation amount was $133,239. This amount was included in salaries and wages-stock compensation and included in share capital. These costs were treated as a non-cash financing activity.

During the year ended December 31, 2002, we received $117,500 upon the exercise of 1,175,000 warrants. We received payment of $22,500 against an outstanding loan.

Requirement of Additional Equity Financing

We have relied on equity financings for all funds raised to date for our operations. We do not have a credit facility or line of credit with a bank or other financial institution.

We are presently working on the Property and project evaluation. As described above at “-Working Capital,” we anticipate incurring approximately $125,000 in connection with the Property over the next 12 months.

Our ability to realize the costs we have incurred to date on our mineral property is dependent on our ability to successfully place our property in commercial production. We presently do not generate cash flow from operations to fund our activities and has therefore relied principally upon the issuance of securities for financing. We intend to continue relying upon the issuance of securities to finance our operations, if required to the extent such instruments are issuable under terms acceptable to us and until we attain profitability.

At December 31, 2004, we had 1,760,000 stock options and 3,200,000 share purchase warrants outstanding. The outstanding stock options have a weighted average exercise price of $0.87 per share. The outstanding warrants have a weighted average exercise price of $1.48 per share. Accordingly, as at December 31, 2004, the outstanding options and warrants represented a total of 4,960,000 shares issuable for a maximum of $6,271,250 if these options and warrants were exercised in full. The exercise of these options and warrants is completely at the discretion of the holders. There is no assurance that any of these options or warrants will be exercised.

During the fiscal year ended December 31, 2004, we signed a lease agreement for the rental of office space. The lease expires on November 29, 2007. The future minimum lease obligations are as follows:

		Amount
2005		34,012
2006		34,012
2007		30,920
	$	98,944

No other material commitments have been made to date.

Trend Information

Other than the obligations under the Acquisition Agreement (as described in Item 4. Information on the Company - Business Overview and Item 5. Operating and Financial Review and Prospects - Tabular Disclosure of Contractual Obligations) there are no identifiable trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity either increasing or decreasing at present or in the foreseeable future. We may require additional capital in the future to meet our acquisition payments and other obligations under property option agreements for those properties we consider worthy to incur continued holding and exploration costs upon. The need to make such payments is a “Trend” as it is unlikely that all such obligations will be eliminated from our future business activities. We intend to utilize cash on hand in order to meet our obligations under property option agreements at least until December 31, 2005. It is unlikely that we will generate sufficient operating cash flow to meet these ongoing obligations in the foreseeable future. Accordingly, subsequent to December 31, 2005, we may need to raise additional capital by the issuance of equity. At this time, we have no plan or intention to issue any debt in order to raise capital for future requirements.

At the time of filing there is a noted favourable trend in the public press with regard to the market for metal commodities and related companies, however, it is our opinion that our own liquidity will be most affected by the results of our exploration activities. The discovery of an economic mineral deposit on one of our exploration concessions may have a favourable effect on our liquidity, and conversely, the failure to find one may have a negative effect.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

Contractual Obligations*	Total	Less than 1 year	1-3 Years
Operating lease for office rent	$98,944	$34,012	$64,932
Point Leamington Property	$125,000 and 150,000 Common Shares	$50,000 and 75,000 Common Shares	$75,000 and 75,000 Common Shares
TOTAL	$223,944 and 150,000 Common Shares	$84,012 and 75,000 Common Shares	$139,932 and 75,000 Common Shares

* A description of the written agreement pursuant to which these obligations arise is contained in Item 4. Information on the Company - Business overview.

Critical Accounting Policies

Our accounting policies are set out in Note 2 of the accompanying Financial Statements. There are two policies that, due to the nature of the mining business, are more significant to our financial results. These policies relate to the capitalization of mineral exploration expenditures and the use of estimates.

Under Canadian GAAP, we deferred all costs relating to the acquisition and exploration of our exploration concessions. Any revenues received from exploration of these concessions are credited against the costs of the concession. When commercial production commences on any of our properties, any previously capitalized costs would be charged to operations using a unit-of-production method. We regularly review deferred exploration costs to assess their recoverability and when the carrying value of an exploration concession exceeds the estimated net recoverable amount, provision is made for impairment in value.

Management reviews the carrying value, for accounting purposes, of mineral rights and deferred exploration costs on at least a quarterly basis for evidence of impairment. This review is generally made with reference to the project economics, including the timing of the exploration work, work programs proposed, exploration results achieved by us and others in the related area of interest and any changes in the status of the property. When the results of this review indicate that a condition of impairment exists, we estimate the net recoverable amount of the deferred exploration costs and related mining rights by reference to the potential for success of further exploration activity and the likely proceeds to be received from the sale or assignment of rights. When the carrying values of mineral rights or deferred exploration costs are estimated to exceed their net recoverable amounts, a provision is made for the decline in the value.

When assessing for evidence of impairment, we also refer to the other factors relevant for companies in the extractive industries. These factors include unfavorable changes in the property (including disputes as to title), inability to access the site, environmental restrictions on exploration or development and political instability in the region in which the property is located. Furthermore, we conclude an event of impairment has occurred when any of the following conditions exist:

our work program on a property has significantly changed such that previously-identified resource targets or work programs are no longer being pursued;

exploration results are not promising and no more work is being planned in the foreseeable future; or

remaining lease terms are insufficient to conduct necessary exploration work.

The existence of uncertainties during the exploration stage and the lack of definitive empirical evidence with respect to the feasibility of successful commercial development of any exploration property do create measurement uncertainty concerning the calculation of the amount of impairment. We rely on our own or independent estimates of further geological prospects of a particular property and also considers the likely proceeds from the sale or assignment of the rights. The latter will often be indicated by offers that we or others have received for exploration rights in the same or similar geological area. In many cases, the identified condition of impairment will result in a determination that no further exploration activity be performed and the amount of the write-down is the entire carrying value of the interest.

Under U.S. GAAP, we expensed all costs relating to the exploration of our exploration concessions prior to the establishment of proven and probable reserves. After that point, these costs are capitalized as exploration costs. When commercial production commences on any of our properties, any previously capitalized costs would be charged to operations using the unit-of-production method.

Our financial statements are based on the selection and application of significant accounting policies, some of which require management to make estimates and assumptions. Estimates are based on historical experience and on our future expectations that are believed to be reasonable; the combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.

Recent U.S. Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction

with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on our results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on our results of operations or financial position.

Differences between Canadian and United States Generally Accepted Accounting Principles

During the three months ended March 31, 2005, net loss under Canadian GAAP was $(454,972) compared to a net loss of $(481,538) under U.S. GAAP. The difference relates to the expensing of exploration costs of $(26,566) under U.S. GAAP, which are capitalized as part of mineral property interests under Canadian GAAP.

During the year ended December 31, 2004, net loss under Canadian GAAP was $(1,701,098) compared to a net loss of $(2,462,319) under US GAAP. The difference relates to the expensing of exploration costs of $(761,221) under U.S. GAAP, which are capitalized as part of mineral property interests under Canadian GAAP.

During the year ended December 31, 2003, net loss under Canadian GAAP was $(312,354) compared to a net loss of $(70,834) under U.S. GAAP. The difference relates to the add back of previously expensed exploration costs of $241,520 under US GAAP which are capitalized in the prior year as part of mineral property interests under Canadian GAAP.

During the year ended December 31, 2002, net loss under Canadian GAAP was $(62,147) compared to a net loss of $(214,147) under U.S. GAAP. The difference relates to the expensing of exploration costs of $(152,000) under U.S. GAAP, which are capitalized as part of mineral property interests under Canadian GAAP.

Under Canadian GAAP, exploration costs are capitalized until such time management determines that the value of the interests in resource properties are impaired or commercial production of the mineral resource properties commences. Under U.S. GAAP, exploration costs are not capitalized until a feasibility study has been completed indicating the presence of economically mineable reserves.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The following table sets forth all of our current directors and executive officers, with each position and office held by them. Each director's term of office expires at the next annual general meeting of shareholders.

Name, Age and Position	Principal Occupation During the Past 5 Years	Service as a Director /Officer
DR. SALLY L. EYRE, 33 CEO and Director	Vice President, Corporate Affairs, Southernera Resources Ltd. (May 2002 to March 2004); Manager, Corporate Communication, Manhattan Minerals Corporation (September 2001 to April 2002); Corporate Development, Southern Rio Resources Limited (May 2000 to September 2001); Contract Geologist, Minera Southern Rio S.A. (February 2000 to April 2000); Corporate Development, Altoro Gold Corporation (April 1999 to February 2000).	Since March 2004
EDWARD FARRAUTO, 48 CFO and Director	Director, Bayridge Capital Corp. (1997 to present); CFO, Sonic Environmental Solutions Inc. (2002 to present).	Since December 2003
DOUGLAS B. FORSTER, 46 Director	Director, Rubicon Minerals Corp. (1996 to present), Director, Radiant Communications Corp. (2000 to present), Director, Odyssey Resources Ltd. (2001 to present), and Director, Sonic Environmental Solutions Inc. (2002 to present). President, Quarry Capital Corp. (1994 to present).	Since December 2003
DR. RICHARD HENLEY, 58 Director	Director, Epithermex International PTY (1988 to 2003); CEO, SRK Australia (1990 to 1999); Chair, Anutech Pty. (1999 to 2001); Chair, Shipbuilding Board, Department of Defence Australia (2001-2003); Chair, CSIRO CLW Commercialization Advisory Board (2001 to present)	Since December 2003
JOHN REYNOLDS, 63 Director	Leader of the Official Opposition for the Government of Canada, Official Opposition House Leader and Member of Parliament for the riding of the West Vancouver-Sunshine Coast-Sea to Sky Country since 1997	Since March 2005
JEFFREY P. FRANZEN, 54 Director	President, Franzen Mineral Engineering Limited.	Since August 2004
BLAYNE JOHNSON, 47 Director	Businessman	Since May 2004
DAVID TOYODA, 37 Corporate Secretary	Partner, Catalyst Corporate Finance Lawyers (1999 to present).	Since December 2003

The business background and principal occupations of our officers, directors, and senior management for the preceding five years are as follows:

Dr. Sally L. Eyre (Age 33)

Dr. Eyre holds a B.Sc. (Hons.) degree in Geology from Kingston University, England and a PhD. (Economic Geology) from the Royal School of Mines, Imperial College, London. Dr. Eyre has extensive experience in mineral exploration, corporate development and corporate communications. She has held executive positions with a number of mineral exploration and development companies including Manhattan Minerals and most recently with platinum producer Southernera Resources where she was Vice President Corporate Affairs. Dr. Eyre will be responsible for our strategic growth and overall management.

Douglas B. Forster (Age 46)

Mr. Forster has been associated with the mineral exploration and mine development industry for the past 22 years. He holds a B.Sc. (1981) in Geology and a M.Sc. (1984) in Economic Geology from the University of British Columbia. Mr. Forster has extensive experience and a proven track record in resource project development and venture capital finance. He has been a founder, senior executive and/or director of ten publicly traded companies listed on the TSX Venture Exchange, TSX Exchange or NASDAQ. Mr. Forster is currently a director of Rubicon Minerals Corporation (1996 to present), Radiant Communications Corp. (2000 to present), Odyssey Resources Limited (2001 to present), and Sonic Environmental Solutions Inc. (2002 to present). Since 1994, Mr. Forster has been President of Quarry Capital Corporation where he assists companies in matters pertaining to corporate development and finance. Mr. Forster devotes approximately 50% of his time on our business. He is a registered member of the Association of Professional Engineers and Geoscientists of British Columbia.

Dr. Richard Henley (Age 58)

For nearly 30 years, Dr. Richard Henley has been acknowledged internationally as a leader in the fields of mineral deposit exploration and research, through major contributions to knowledge of the origin of each of the dominant styles of gold and porphyry mineralization, and their exploration. As a minerals consultant he is credited with involvement in a number of major gold discoveries including the world’s largest on Lihir Island in Papua New Guinea (PNG), which contains in excess of 40 million ounces of gold. Dr. Henley is the recipient of numerous awards including the Thayer Lindsley Award of the Society of Economic Geologists (1995) and a Fulbright Scholarship in 1983. He obtained his PhD. in 1971 from the University of Manchester, and, following appointments in New Zealand and Newfoundland, moved to Australia in 1986 as Chief Scientist in the Bureau of Mineral Resources for the Commonwealth Government. In 1990, Dr. Henley founded and was Managing Director of Etheridge and Henley, later EHW, which became the largest geosciences consulting organization in Australia, and one of its fastest growing private companies. He then led the international merger of EHW to become Steffen Robertson and Kirsten (Australasia) Pty Ltd. and subsequent company acquisitions. Dr. Henley has been frequently invited as a keynote speaker at industry and science forums all over the world. He is a Fellow of the Australian Institute of Company Directors, and he has advised major organizations on corporate governance, business management, risk and commercialization strategies. He devotes approximately 20% of his time on our business.

John Reynolds (Age 63 )

Mr. Reynolds has served as the Member of Parliament for West-Vancouver-Sunshine Coast since June 1997. Since his election, he has served in the “shadow cabinet” of the Official Opposition as the Critic for Fisheries and Oceans, and one year as the Justice Critic and Chief Opposition Whip. After his re-election in 2000, Mr. Reynolds was appointed Official Opposition House Leader and then, in December of the same year, he was elected Leader of the Opposition in the House of Commons by the Canadian Alliance Caucus. He served in that position until Stephen Harper was elected to Parliament and assumed the role of Leader of the Opposition. Shortly after, he was again appointed to the position of Official Opposition House Leader until resigning the post in early 2004 to serve as the Co-Chairman of Stephen Harper’s leadership campaign for the Conservative Party of Canada. Prior to his election in 1997, Mr. Reynolds was a member of the federal Progressive Conservative Party caucus, worked in the private sector, and served as Speaker of the Legislative Assembly and as Minister of Environment for British Columbia.

Jeffrey P. Franzen (Age 54)

Mr. Franzen has over thirty years experience in mineral exploration, mine development and operations, and he is a registered professional engineer in the Province of British Columbia. He holds a B.Sc., (Honours Geology) from the University of British Columbia and a M.Sc. (Structural Geology) from Carleton University. In addition to his open pit and underground operations expertise, Mr. Franzen has been associated with five development-stage mining projects that were subsequently sold to third parties including: North American Metals Corp. (1986-1988), Continental Gold Corp. (1988- 1990), El Condor Resources Limited (1990-1992), Francisco Gold Corp. (1997) and Mar-West Resources Ltd. (1998). Mr.Franzen is President of Franzen Mineral Engineering Limited, an independent mining consultancy.

Edward Farrauto (Age 48)

Mr. Farrauto has 17 years of experience as a senior financial officer in private and public companies. His experience encompasses financial and regulatory compliance and public company management. Mr. Farrauto has been directly responsible for overseeing private placement financings, prospectus filings, reverse takeovers and merger and acquisition transactions. He has extensive experience with U.S. filings including SEC clearance and reporting issuers. Mr. Farrauto devotes approximately 30% of his time on our business.

Blayne Johnson (Age 47)

Mr. Blayne Johnson has been involved in the investment community for the past 18 years. After leaving Midland Walwyn Securities where he was a broker, Mr Johnson held the position of Vice President, First Marathon Securities Inc. where he was involved in structuring equity and debt financings as well as mergers and acquisitions. Mr. Johnson also advised institutional clients on investments and was directly involved in over $500 million of financing for public companies listed on the Vancouver and Toronto Stock Exchanges. Since 1996, Mr Johnson has managed his own investment and real estate portfolio and has been an active angel investor focusing on small cap companies in the technology, mining and industrial sectors. He devotes approximately 50% of his time on our business.

David Toyoda (Age 37)

Mr. Toyoda is a Partner in the law firm of Catalyst Corporate Finance Lawyers. He completed his law and commerce degrees at the University of British Columbia in 1992, and was called to the British Columbia Bar in 1993. Mr. Toyoda is also involved in coordinating corporate governance courses for Simon Fraser University and the TSX Venture Exchange.

Compensation

Our directors do not receive any cash compensation for services rendered in their capacity as our directors but instead are issued stock based compensation in the form of options. Certain information about compensation paid to our senior executive officers during the past three fiscal years is set out in the following table:

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Position of Principal	Fiscal Year Ending	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Options/ SARs Granted (#)	Restricted Shares or Restricted Share Units ($)	LTIP Payouts ($)	All other Compensa tion (#)
Dr. Sally L. Eyre ⁽¹⁾ Chief Executive Officer and Director	2004 2003 2002	105,000 N/A N/A		50,000⁽²⁾ N/A N/A	500,000 ⁽³⁾ N/A N/A
Edward Farrauto, President and CFO	2004 2003 2002	67,642 0 N/A		Nil 0 N/A	Nil 400,000⁽⁴⁾ Nil
Nizar Bharmal⁽⁵⁾ Former CEO	2004 2003 2002	N/A 6,500 7,000	N/A	N/A Nil Nil	Nil Nil Nil

Notes:

⁽¹⁾	Dr. Eyre was hired as our Chief Executive Officer in March 2004, and she currently receives $11,500 per month for services rendered in such capacity.

⁽²⁾	This was paid for relocation expenses.

⁽³⁾	Of these options, 300,000 are exercisable at a price of $2.10 each until March 15, 2009 and 200,000 are exercisable at a price of $1.80 each until May 11, 2009.

⁽⁴⁾	Of these options, 400,000 are exercisable at a price of $0.25 each until December 11, 2008.

⁽⁵⁾	Mr. Bharmal resigned as our CEO in December 2003.

Pension Plans

We do not provide pension, retirement or similar benefits for directors, senior management or employees.

Board Practices

Each of the directors continues to serve until the next annual general meeting unless his or her office is vacated earlier in accordance with our Articles or the provisions of the Business Corporations Act (British Columbia). Our next annual general meeting of shareholders will be held in May 2005. Our officers are elected by the board and serve at the board’s pleasure. We have not entered into service contracts with any of our directors. The Audit Committee, comprised of Dr. Eyre, Mr. Forster and Dr. Henley, meets once per quarter. The Audit Committee also meets periodically with management and the independent auditors to review financial reporting and control matters. The Audit Committee is responsible for reviewing with the independent auditors all of our financial statements to be submitted to the annual general meeting of our shareholders, prior to their consideration by the Board of Directors. The directors have also established a Compensation Committee comprised of Dr. Henley, Mr. Forster and Mr. Farrauto. This committee meets periodically and is responsible for ensuring the compensation levels and incentives are appropriate and makes recommendations to the board.

The Corporate Governance Committee is comprised of Dr. Henley, Dr. Eyre, Mr. Forster and Mr. Franzen and meets periodically. It is responsible for overseeing the strategic planning process and identification of risk, reviewing the internal controls and monitoring the effectiveness of the board.

We have entered into indemnity agreements with each of our Directors. Pursuant to these agreements, we will indemnify the Director against all costs incurred by the Director in any action, proceeding, environmental claim or investigation which arises from the Director acting in his or her capacity as a director. We will only indemnify the Director if the Director acted honestly and in good faith and, in the case of a criminal or administrative action, only if the Director had reasonable grounds to believe that the conduct was lawful.

Employees

As of May 31, 2005, we had two full-time employees located in the Vancouver office. None of the employees are unionized.

Share Ownership

The following table shows the beneficial ownership of directors and senior management as of May 31, 2005.

Name and Title	Share Ownership ⁽¹⁾	% Share Ownership ⁽²⁾
Dr. Sally L. Eyre Chief Executive Officer and Director	700,000	3.58%
Douglas B. Forster Director	2,610,232	13.37%
Dr. Richard Henley Director	550,000	2.82%
Jeffrey P. Franzen Director	900,000	4.61%

Name and Title

Share Ownership ⁽¹⁾

% Share Ownership ⁽²⁾

John Reynolds Director	300,000	1.54%
Edward Farrauto Chief Financial Officer and Director	870,000	4.45%
Blayne Johnson Director	2,610,233	13.37%
David Toyoda Secretary	20,000	0.10%
All Directors and Senior Management as a group	8,560,465	43.84%

Notes:

⁽¹⁾ As of May 31, 2005, including options described in the table below as well as all warrants to purchase Common Shares.

⁽²⁾ Calculated based on a total of 19,529,001 Common Shares issued and outstanding as of May 31, 2005 and on the basis whereby only the options and warrants as held by the individual are added to the issued and outstanding number of shares thereby showing no effect to other possible anti-dilutive factors.

Stock Options

At our annual general meeting held on May 26, 2004, the shareholders adopted our Stock Option Plan (the “Stock Option Plan”). The effective date of the Stock Option Plan is April 29, 2004 being the date the Board approved the Stock Option Plan, and it will terminate on April 29, 2014. The following is a summary of the Stock Option Plan.

The maximum number of Common Shares reserved for issuance under the Stock Option Plan is 3,600,000 Common Shares. The Stock Option Plan will be administered by the Compensation Committee of our Board consisting of not less than two of its members. The Stock Option Plan provides that options may be granted to any employee, officer, director or consultant of us or a subsidiary of ours. The options issued pursuant to the Stock Option Plan will be exercisable at a price not less than the market value of the Common Shares at the time the option is granted. Options under the Stock Option Plan will be granted for a term not to exceed five years from the date of their grant, provided that if we are then a “Tier 1” company listed on the Exchange, the term of the option will be not more than 10 years. Options granted under the Stock Option Plan will be subject to such vesting schedule the Compensation Committee may determine. In the event that an option is to be terminated prior to expiry of its term due to certain corporate events, all options then outstanding shall become immediately exercisable for 10 days after notice thereof, notwithstanding the original vesting schedule. Options are non-assignable and non-transferable, provided that they will be exercisable by an optionee’s legal heirs, personal representatives or guardians for up to six months following the death or termination of an optionee due to disability, or up to six months following the death of an employee if the employee dies within six months of termination due to disability. All such options will continue to vest in accordance with their original vesting schedule.

The following options were outstanding as at May 31, 2005 (unaudited):

Name	Position with Us	Number of Common Shares under Option	Exercise Price	Expiry Date
Dr. Sally L. Eyre	Chief Executive Officer and Director	300,000 200,000	$2.10 $1.80	March 15/09 May 11/09
Edward Farrauto	Chief Financial Officer and Director	400,000	$0.25	Dec. 11/08
Douglas B. Forster	Director	200,000 100,000	$0.25 $1.00	Dec. 11/08 May 18/10
Dr. Richard Henley	Chairman and Director	200,000 100,000	$0.25 $1.00	Dec. 11/08 May 18/10

Name

Position with Us

Number of

Common Shares

under Option

Exercise Price

Expiry Date

Jeffrey P. Franzen	Director	200,000 100,000	$1.35 $1.00	Sept. 29/09 May 18/10
David Toyoda	Corporate Secretary	5,000 5,000 10,000	$0.25 $2.00 $1.00	Dec. 11/08 Apr. 29/09 May 18/10
John Reynolds	Director	200,000 100,000	$1.20 $1.00	Mar 4/10 May 18/10
Blayne Johnson	Director	300,000	$1.00	May 18/10
Consultants One Employee		250,000 5,000	$0.25 $1.16	Dec. 11/08 Apr. 11/10

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth, as at May 31, 2005, certain information with respect to the beneficial ownership of our Common Shares by each shareholder known by us to be the beneficial owner of more than 5% of our outstanding Common Shares. Unless otherwise indicated by footnote, we believe that the beneficial owners of the Common Shares listed below, based on information furnished by such owners, have sole investment and voting power with respect to such Common Shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. We are not aware of any significant change in the percentage ownership held by any of these greater-than-5% shareholders during the past three years. The shareholders below have identical voting rights to the other shareholders.

Identity of Holder	Number of Common Shares	Percentage of Beneficially Owned
Douglas B. Forster	2,610,232	13.37%
Blayne Johnson	2,610,233	13.37%
Orogen Holdings (BVI) Limited	1,775,000	9.10%

United States Shareholders

As of May 31, 2005 we had 50 registered shareholders with addresses in the United States representing 24.88% of the then issued and outstanding shares. In addition, residents of the United States may beneficially own common shares registered in the names of non-residents of the United States.

No Change in Control Arrangements

We are not aware of any arrangements, the operation of which may result in a change of our control.

Related Party Transactions

None of our directors or senior officers, and no associates or affiliates of any of them is or has been materially indebted to us at any time. None of our experts or counsel was employed on a contingent basis or owns any shares which is material to such person.

Douglas B. Forster, one of our Directors, has also served as a director of Rubicon since 1996. As described above in “Item 4. History and Development of the Company,” in 2004 we entered into the Acquisition Agreement with Rubicon, pursuant to which we acquired the Property.

Pursuant to an Escrow Agreement dated the 10th day of December, 2003 between us, Computershare Investor Services Inc., Douglas B. Forster and Blayne Johnson, 4,800,465 Common Shares held by Messrs. Forster and

Johnson are subject to escrow restriction. Pursuant to a second escrow agreement between us , Pacific Corporate Trust Company, Edward Farrauto and Dr. Richard Henley, 690,000 Common Shares held by Messrs. Farrauto and Henley are subject to escrow restriction. Subject to the terms of the escrow agreements, the escrow shares are subject to release over three years commencing from May 7, 2004 (the "Notice Date") as follows:

Release Dates	% of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
On the Notice Date	10%	549,046
Six Months from Notice Date	15%	823,569
12 Months from Notice Date	15%	823,576
18 Months from Notice Date	15%	823,576
24 Months from Notice Date	15%	823,576
30 Months from Notice Date	15%	823,576
36 Months from Notice Date	15%	823,576

ITEM 8. FINANCIAL INFORMATION

Financial Statements

Our unaudited interim financial statements for each of the three months period ended March 31, 2004 and 2005 including our balance sheets, the statements of operations, of shareholders' equity and of cash flows and the notes to those statements are included in this Form 20-F.

Our audited financial statements for each of the years in the three year period ended December 31, 2002, 2003 and 2004 including our balance sheets, the statements of operations, of shareholders' equity and of cash flows and the notes to those statements and the auditors' report thereon, are included in this Form 20-F.

ITEM 9. THE OFFER AND LISTING

Price History

Our common shares have been listed and posted for trading on the TSX Venture Exchange (symbol: TLV) since October 5, 1994. Since then, the high-low stock range has been between $0.04 and $2.75. From January 1, 2005 to May 31, 2005, the high-low stock range has been between $1.25 and $0.75. The closing price of our common shares on May 31, 2005 was $0.80. Currently, our Common Shares are not listed or traded on an exchange or stock market in the United States.

The annual high-low ranges for our common shares on the TSX Venture Exchange since 2000 are set out below, as well as the quarterly high-low range for the last two financial years.

Year	High	Low
2005
2nd Quarter (thru May 31, 2005)	$1.25	$0.75
1st Quarter	$1.25	$0.86
2004
4th Quarter	1.10	0.75
3rd Quarter	1.80	1.05
2nd Quarter	2.75	1.50
1st Quarter	2.40	1.15

Year

High

Low

2003
4th Quarter	1.26	0.09
3rd Quarter	0.155	0.045
2nd Quarter	0.05	0.04
1st Quarter	0.07	0.05
2002	0.15	0.05
2001	0.23	0.06
2000	0.48	0.13

The monthly high-low ranges for our Common Shares on the TSX Venture Exchange since October 2004 are set out below.

Month	High	Low
May 2005	0.95	0.75
April 2005	1.25	0.95
March 2005	1.25	1.00
February 2005	1.05	0.86
January 2005	1.25	0.90
December 2004	1.10	0.85
November 2004	1.05	0.75
October 2004	1.10	0.85

At May 31, 2005, we had 19,529,001 Common Shares issued and outstanding and held by an estimated 201 owners of record.

ITEM 10. ADDITIONAL INFORMATION

Share capital

Our authorized capital consists of an unlimited number of common shares without par value of which 19,454,001 Common Shares were issued and outstanding as at December 31, 2004 and 19,529,001 Common Shares were issued and outstanding as of May 31, 2005.

The following is a reconciliation of our share issuances for the last three fiscal years and the three months ended March 31, 2005:	Common Shares
		Shares		Amount
Balance - December 31, 2001		7,529,001	$	5,487,872
Issuance of shares for cash		1,175,000		117,500
Balance - December 31, 2002		8,704,001		5,605,372
Stock compensation expense		-		133,239
Balance - December 31, 2003		8,704,001		5,738,611
Issuance of shares for cash		10,300,000		7,875,000
Issuance of shares for mineral property		150,000		202,500
Issuance of shares for finder’s fees		300,000		-
Shares issuance costs		-		(47,278	)
Stock compensation expense		-		824,517
Balance - December 31, 2004		19,454,001	$	14,593,350
Stock compensation expense		-		125,296
Balance - March 31, 2005		19,454,001	$	14,718,596

During the 2002 fiscal year, 1,175,000 warrants were exercised for $0.10 per warrant for gross proceeds of $117,500.

On January 28, 2004, we issued, by private placement, 5,000,000 common shares at $0.25 per Common Share for gross proceeds of $1,250,000 ($460,000 of this was received in fiscal 2003 and was accordingly classified as share subscription received in advance). No commission or finder’s fees was paid in conjunction with this financing. These shares were issued to residents outside of the United States pursuant to Regulation S of the 1933 Act and to residents in the United States under Rule 506 of the 1933 Act.

On May 7, 2004 we issued, by private placement, 5,000,000 units at $1.25 per unit for gross proceeds of $6,250,000. Each unit consists of one Common Share and one-half of a common share purchase warrant. One full warrant will allow the holder to purchase one Common Share until May 7, 2005 at a price of $1.50 per share. On May 7, 2005, all 2,500,000 warrants connected with the 5,000,000 Units expired without being exercised. The Agent was paid a commission by issuing 300,000 units with each unit consisting of one Common Share and one-half of a common share purchase warrant. One full warrant will allow the Agent to purchase one Common Share until May 7, 2005 at a price of $1.50 per share. On May 7, 2005, all 150,000 warrants connected with the 300,000 nits expired without being exercised. The Agent received 250,000 agent’s warrants. Each agent’s warrant is also exercisable into one Common Share at $1.25 until May 7, 2005. On May 7, 2005, all 250,000 agent’s warrants expired without being exercised. These shares were issued to residents outside of the United States pursuant to Regulation S of the 1933 Act and to residents in the United States under Rule 506 of the 1933 Act.

On September 29, 2004 we issued, by private placement, 300,000 units at $1.25 per unit to one or our directors for gross proceeds of $375,000. Each unit consists of one Common Share and one full common share purchase warrant. One share purchase warrant will allow the holder to purchase one Common Share until September 29, 2006 at a price of $1.50 per share. No commission or finder’s fees was paid in conjunction with this financing. These shares were issued to the one person resident outside of the United States pursuant to Regulation S of the 1933 Act.

We also have options outstanding to purchase up to 2,675,000 Common Shares as described in Item 6. Directors, Senior Management and Employees - Stock Options.

There have been no changes to the number or classes of our shares, nor any changes to the voting rights attached to any of our shares.

Fully Diluted Share Capital

Assuming that all options and other rights to purchase Common Shares are exercised and all Property Shares are issued, up to a maximum of 22,579,001 Common Shares will be issued and outstanding on a fully diluted basis, comprised of the following:

Description	Number of Common Shares (unaudited)
Outstanding as of May 31, 2005	19,529,001
Warrant Shares	300,000*
Options	2,675,000
Point Leamington Shares	75,000
Total	22,579,001

See Item 4. Information on the Company - Description of the Business for details of our obligations to issue these shares.

* On May 7, 2005, 2,900,000 warrants connected to the private placements during the prior year expired without being exercised. The expired warrants consists of, 2,500,000 warrants connected to the 5,000,000 unit private placement, 150,000 warrants connected to the 300,000 agent’s units and 250,000 agent’s warrants.

Notice of Articles and Articles of Association

Our Memorandum and Articles of Incorporation were filed with the Ministry of Finance and Corporate Relations, Registrar of Companies in the Province of British Columbia, Canada on January 15, 1969 under the name Mark V. Mines Ltd. (N.P.L.) with the Certificate of Incorporation No. 84,103. We were incorporated to conduct all lawful business pursuant to the laws of British Columbia and our Certificate of Incorporation and Articles do not describe a business object or purpose.

On August 12, 2004, we amended our articles to comply with the new Business Corporations Act (British Columbia) and our Memorandum was replaced by the Notice of Articles.

The Articles may be amended by a special resolution of the shareholders approved by not less than 66.66% of the votes cast and by filing thereafter with Registrar of Companies in the Province of British Columbia.

As at May 31, 2005 our authorized and issued capital is as follows:

Authorized:

unlimited number of common shares without par value

Issued:

19,529,001 common shares, of which 4,117,850 are held in escrow

Common Shares

All issued and outstanding Common Shares are fully paid and non-assessable. Each holder of record of Common Shares is entitled to one vote for each Common Share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of Common Shares will be entitled to dividends on a pro-rata basis, if, as and when declared by the board of directors. There are no preferences, conversion rights, pre-emptive rights, subscription rights, or restrictions or transfers attached to the Common Shares. In the event of our liquidation, dissolution, or winding up, the holders of Common Shares are entitled to participate in our assets available for distribution after satisfaction of the claims of creditors. Provisions as to the creation, modification, amendment or variation of such rights or such provisions are contained in the Business Corporations Act (British Columbia) and our Notice of Articles and articles do not contain any additional provisions which are more stringent than those permitted in the Business Corporations Act (British Columbia). Generally, such variations require a special resolution of the shareholders approved by not less than 66.66% of the votes cast and by filing thereafter with Registrar of Companies in the Province of British Columbia.

The Business Corporations Act (British Columbia) does not impose any limitations on the rights to own our securities.

There are no provisions in our Notice of Articles or articles that would have an effect of delaying, deferring or preventing a change in our control and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

There are no provisions in our Articles governing the ownership threshold above which shareholder ownership must be disclosed. However, the Securities Act (British Columbia) requires such disclosure by a shareholder holding more than 10% of our issued voting securities.

Powers and Duties of Directors

The directors shall manage or supervise the management of our affairs and business and shall have authority to exercise all such powers that are not required to be exercised by our shareholders in a general meeting.

Questions to be determined at a directors meeting shall be determined by a majority vote. The Chairman has no additional power for voting, and directors are not required to hold our shares.

A director's term of office expires immediately prior to the next annual general meeting. In general, a director who is, in any way, directly interested in an existing or proposed contract or transaction with us, whereby a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director. Generally, such director shall not vote in respect of any such contract or transaction and if he shall do so, his vote shall not be counted, but he shall be counted in the quorum presented at the meeting at which such vote is taken. However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

The directors may from time to time on our behalf (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligation; or (c) mortgage, charge or give other security on the whole or any part of our property and assets.

Shareholders

An annual general meeting shall be held once in every calendar year and within 15 months of the last annual general meeting at such time and place as may be determined by the directors. A quorum at an annual general meeting and special meeting shall be two members or two proxyholders representing members, or a combination thereof, holding not less then 5% of the issued and outstanding shares entitled to be voted at the meeting. We believe there is no limitation imposed by the laws of British Columbia or by the Notice of Articles or Articles on the right of a non-resident to hold or vote the Common Shares.

Material Contracts

We have entered into the following material contracts:

1.	Option Agreement between us and Rubicon dated February 16, 2004 described above.

2.	Agreement between us and Endeavour dated December 12, 2003 described above.

3.	Agreement between us and Orogen Holding (BVI) Limited dated December 11, 2003 described above.

4.	Escrow Agreement among us, Computershare Investor Services Inc., Douglas Forster and Blayne Johnson dated December 10, 2003 described above.

5.	Escrow Agreement among us, Pacific Corporate Trust Company, Edward Farrauto and Dr. Richard Henley dated May 7, 2004 described above.

6.	Stock Option Agreements dated December 11, 2003 between us and each of Edward Farrauto, Douglas B. Forster, Dr. Richard Henley, David Toyoda, and Endeavour Financial Corp. See item 6. Directors, Senior Management and Employees - Stock Options described above.

7.	Dr. Sally L. Eyre’s Stock Options dated March 15, 2004 and May 11, 2004. See item 6. Directors, Senior Management and Employees - Stock Options described above.

8.	Jeffrey P. Franzen’s Stock Options dated September 29, 2004. See item 6. Directors, Senior Management and Employees - Stock Options described above.

9.	David Toyoda’s Stock Options dated April 29, 2004. See item 6. Directors, Senior Management and Employees - Stock Options described above.

10.	John Reynolds’ Stock Options dated March 4, 2005. See item 6. Directors, Senior Management and Employees - Stock Options described above.

11.

Indemnity Agreements dated December 10, 2003 and March 15, 2004 between us and each of: Dr. Sally L. Eyre, Edward Farrauto, Douglas B. Forster, David Toyoda and Dr. Richard Henley pursuant to which we agree to indemnity them against liability incurred while acting as our director or officer described above.

12.	Indemnity Agreement dated September 29, 2004 between us and Jeffrey P. Franzen pursuant to which we agree to indemnify him against liability incurred while acting as our director described above.

13.	Indemnity Agreement dated March 7, 2005 between us and John Reynolds pursuant to which we agree to indemnify him against liability incurred while acting as our director described above.

14.	Sublease Agreement dated March 5, 2004 described above.

Exchange Controls

We do not believe there are any decrees or regulations under the laws of British Columbia or Canada applicable to us restricting the import or export of capital or affecting the remittance of dividends or other payments to non-resident holders of our Common Shares, other than for the withholding of taxes. There are no restrictions under our Notice of Articles or Articles that limits the right of non-resident owners to hold or vote our Common Shares or to

receive dividends thereon. We are organized under the laws of British Columbia. There is uncertainty as to whether the Courts of British Columbia would (i) enforce judgments of United States Courts obtained against us or our directors and officers predicated upon the civil liability provisions of the federal securities laws of the United States or (ii) entertain original actions brought in British Columbia Courts against us or such persons predicated upon the federal securities laws of the United States.

There is no limitation imposed by the laws of Canada or our Notice of Articles or Articles on the right of a non-resident to hold or vote the Common Shares, other than as provided in the Investment Act (Canada) (the "Investment Act"). The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the Common Shares.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review, the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the Common Shares by a non-Canadian other than a “WTO Investor” (as that term is defined by the Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when we were not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire our control and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was $5,000,000 or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of our assets. An investment in the Common Shares by a WTO Investor, or by a non-Canadian when we were controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire our control and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act was not less than a specified amount, which for 2000 was any amount in excess of $192 million. A non-Canadian would acquire our control for the purposes of the Investment Act if the non-Canadian acquired a majority of the Common Shares. The acquisition of one third or more, but less than a majority of the Common Shares would be presumed to be an acquisition of our control unless it could be established that, on the acquisition, we were not controlled in fact by the acquirer through the ownership of the Common Shares.

Certain transactions relating to the Common Shares would be exempt from the Investment Act, including: (a) an acquisition of the Common Shares by a person in the ordinary course of that person’s business as a trader or dealer in securities; (b) an acquisition of our control in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and (c) an acquisition of our control by reason of an amalgamation, merger consolidation or corporate reorganization following which our ultimate direct or indirect control in fact, through the ownership of the Common Shares, remained unchanged.

Currently 100% of our operations are in Canadian dollars.

Canadian Federal Income Tax Consequences

The following is a summary of the material Canadian federal income tax considerations, as of the date hereof, generally applicable to security holders who deal at arm's length with us, who, for purposes of the Income Tax Act (Canada) (the "Canadian Tax Act") and any applicable tax treaty or convention, have not been and will not be resident or deemed to be resident in Canada at any time while they have held Common Shares, to whom such Common Shares are capital property, and to whom such Common Shares are not "taxable Canadian property" (as defined in the Canadian Tax Act). This summary does not apply to a non-resident insurer.

Generally, Common Shares will be considered to be capital property to a holder thereof provided that the holder does not use such Common Shares in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. All security holders should consult their own tax advisors as to whether, as a matter of fact, they hold Common Shares as capital property for the purposes of the Canadian Tax Act.

This discussion is based on the current provisions of the Canadian Tax Act and the regulations thereunder, the current provisions of the Canada-United States Income Tax Convention (1980) (the "Tax Treaty") and current published administrative practices of the Canada Customs and Revenue Agency. This discussion takes into account specific proposals to amend the Canadian Tax Act and the regulations thereunder publicly announced by or on

behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all such Proposed Amendments will be enacted in their present form. No assurances can be given that the Proposed Amendments will be enacted in the form proposed, if at all.

Except for the foregoing, this discussion does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein.

WHILE INTENDED TO ADDRESS ALL MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS, THIS SUMMARY IS OF A GENERAL NATURE ONLY. THEREFORE, SECURITY HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

Generally, Common Shares will not be "taxable Canadian property" at a particular time provided that such Common Shares are listed on a prescribed stock exchange (which proposed legislation includes the TSX Venture Exchange), the holder does not use or hold, and is not deemed to use or hold, Common Shares in connection with carrying on a business in Canada and the holder, persons with whom such holder does not deal at arm's length, or the holder and such persons, has not owned (or had under option) 25% or more of the issued shares of any class or series of our capital stock at any time within sixty months preceding the particular time.

Generally, a holder of Common Shares that are not taxable Canadian property will not be subject to tax under the Canadian Tax Act on the sale or other disposition of shares.

Dividends paid or deemed to be paid on Common Shares are subject to non-resident withholding tax under the Canadian Tax Act at the rate of 25%, although such rate may be reduced under the provisions of an applicable income tax treaty or convention. For example, under the Tax Treaty, the rate is reduced to 5% in respect of dividends paid to a company that is the beneficial owner thereof, that is resident in the United States for purposes of the Tax Treaty and that owns at least 10% of our voting stock. In all other cases, the rate is reduced to 15% in respect of dividends paid to the beneficial owner thereof that is resident in the United States for purposes of the Tax Treaty.

United States Federal Income Tax Consequences

The following is a general discussion of the material United States Federal income tax law for U.S. holders that hold Common Shares as a capital asset, as defined under United States Federal income tax law and is limited to discussion of U.S. Holders that own less than 10% of the common stock. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any future legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Common Shares and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of Common Shares are urged to consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of Common Shares.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of Common Shares who or which is a citizen or individual resident (or is treated as a citizen or individual resident) of the United States for federal income tax purposes, a corporation or partnership created or organized (or treated as created or organized for federal income tax purposes) in the United States, including only the States and District of Columbia, or under the law of the United States or any State or Territory or any political subdivision thereof, or a trust or estate the income of which is includable in its gross

income for federal income tax purposes without regard to its source, if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States trustees have the authority to control all substantial decisions of the trust. For purposes of this discussion, a U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers and Holders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

Distributions on Common Shares of the Company

U.S. Holders, who do not fall under any of the provisions contained within the "Other Considerations for U.S. Holders" section, and receiving dividend distributions (including constructive dividends) with respect to Common Shares are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that our distributions exceed current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the Common Shares and thereafter as gain from the sale or exchange of the Common Shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Dividends paid on the Common Shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a "foreign personal holding company" or a "passive foreign investment company", as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of us. Because we expect that we will be classified as a "passive foreign investment company" as described below, this deduction will not be available to a U.S. Holder which is a corporation.

Foreign Tax Credit

A U.S. Holder, who does not fall under any of the provisions contained within the "Other Considerations for U.S. Holders" section, and who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of Common Shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source taxable income bears to his or its world-wide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic (U.S.) sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as "passive income", "high withholding tax interest", "financial services income", "shipping income", and certain other classifications of income. Dividends distributed by us will generally constitute foreign source "passive income" or, in the case of U.S. Holders, "financial services income" for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of Common Shares are urged to consult their own tax advisors regarding their individual circumstances.

Disposition of our Common Shares

A U.S. Holder, who does not fall under any of the provisions contained within the "Other Considerations for U.S. Holders" section, and will recognize gain or loss upon the sale of Common Shares of equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's tax basis in the Common Shares. This gain or loss will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder unless we were to become a controlled foreign corporation. For the effect on us becoming a

controlled corporation, see "Controlled Foreign Company Status" below. Any capital gain will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations for U.S. Holders

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of Common Shares.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first year) or more of our gross income for such year was derived from certain passive sources (e.g., from interest, dividends and certain rents), we would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold Common Shares would be required to include in income for such year their allocable portion of our passive income which would have been treated as a dividend had that passive income actually been distributed.

Foreign Investment Company

If 50% or more of the combined voting power or total value of our outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging Common Shares to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. shareholders, the corporation could be treated as a passive foreign investment corporation (“PFIC”). Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes but is not limited to interest, dividends and certain rents and royalties or (ii) at least 50% of our assets held during the year produce or are held for the production of passive income. The 50% test is based upon the value of our assets (or, the adjusted tax basis of our assets, if we are not publicly traded and are a controlled foreign corporation or makes an election). We believe that we have been a PFIC for each fiscal year since our incorporation, and expect to be characterized as a PFIC this fiscal year.

A U.S. Holder who holds stock in a PFIC is subject to U.S. federal income taxation of that foreign corporation under one of two alternative tax methods at the election of each such U.S. Holder.

As a PFIC, each U.S. Holder must determine under which of the alternative tax methods it wishes to be taxed. Under one method, a U.S. Holder who elects in a timely manner to treat us as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we qualify as a PFIC on his pro-rata share of our (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) our taxable year ends, regardless of whether such amounts are actually distributed.

A QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital gain; (ii) treat his share of our net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of our annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as non-deductible "personal interest."

The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which we are a PFIC. If the U.S. Holder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files its tax return for such first year. If, however, we qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder may also elect to recognize as an "excess distribution" (i) under the rules of Section 1291 (discussed below), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the application date or (ii) if we are a controlled foreign corporation ("CFC"), the Holder's pro rata share of the corporation's earnings and profits. (But see "Elimination of Overlap Between Subpart F Rules and PFIC Provisions"). Either the deemed sale election or the deemed dividend election will result in the U.S. Holder being deemed to have made a timely QEF election.

With respect to a situation in which a Pedigreed QEF election is made, if we no longer qualify as a PFIC in a subsequent year, normal Code rules and not the PFIC rules will apply.

If a U.S. Holder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his Common Shares and (ii) certain "excess distributions", as specially defined, by us.

A Non-electing U.S. Holder generally would be required to pro-rate all gains realized on the disposition of his Common Shares and all excess distributions over the entire holding period for the Common Shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to our first taxable year during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If we are a PFIC for any taxable year during which a Non-electing U.S. Holder holds Common Shares, then we will continue to be treated as a PFIC with respect to such Common Shares, even if it is no longer by definition a PFIC. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Common Shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.

If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e. it is made after the first year during which we are a PFIC and the U.S. Holder holds our shares) (a "Non-Pedigreed Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first becomes effective. U.S. Holders are urged to consult their tax advisors regarding the specific consequences of making a Non-Pedigreed QEF Election.

Certain special, generally adverse, rules will apply with respect to the Common Shares while we are a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.

The foregoing discussion is based on currently effective provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC

rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Common Shares are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in us.

Mark-to-Market Election for PFIC Stock

A U.S. Holder of a PFIC may make a mark-to-market election with respect to the stock of the PFIC if such stock is marketable as defined below. This provision is designed to provide a current inclusion provision for persons that are Non-Electing Holders. Under the election, any excess of the fair market value of the PFIC stock at the close of the tax year over the Holder's adjusted basis in the stock is included in the Holder's income. The Holder may deduct the lesser of any excess of the adjusted basis of the PFIC stock over its fair market value at the close of the tax year, or the “unreversed inclusions” with respect to the PFIC stock (the net mark-to-market gains on the stock that the Holder included in income in prior tax years).

For purposes of the election, PFIC stock is marketable if it is regularly traded on (1) a national securities exchange that is registered with the SEC, (2) the national market system established under Section 11A of the Securities Exchange Act of 1934, or (3) an exchange or market that the IRS determines has rules sufficient to ensure that the market price represents legitimate and sound fair market value.

A Holder's adjusted basis of PFIC stock is increased by the income recognized under the mark-to-market election and decreased by the deductions allowed under the election. If a U.S. Holder owns PFIC stock indirectly through a foreign entity, the basis adjustments apply to the basis of the PFIC stock in the hands of the foreign entity for the purpose of applying the PFIC rules to the tax treatment of the U.S. owner. Similar basis adjustments are made to the basis of the property through which the U.S. persons hold the PFIC stock.

Income recognized under the mark-to-market election and gain on the sale of PFIC stock with respect to which an election is made is treated as ordinary income. Deductions allowed under the election and loss on the sale of PFIC with respect to which an election is made, to the extent that the amount of loss does not exceed the net mark-to-market gains previously included, are treated as ordinary losses. The U.S. or foreign source of any income or losses is determined as if the amount were a gain or loss from the sale of stock in the PFIC.

If PFIC stock is owned by a Controlled Foreign Company (“CFC”) (discussed below), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includable in the CFC's income under the election are treated as foreign personal holding company income, and deductions are allocable to foreign personal holding company income.

The rules of Code Section 1291 applicable to nonqualified funds generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. If Code Section 1291 is applied and a mark-to-market election was in effect for any prior tax year, the U.S. Holder's holding period for the PFIC stock is treated as beginning immediately after the last tax year of the election. However, if a taxpayer makes a mark-to-market election for PFIC stock that is a nonqualified fund after the beginning of a taxpayer's holding period for such stock, a coordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.

Controlled Foreign Company Status

If more than 50% of the voting power of all classes of stock or the total value of our stock is owned, directly or indirectly, by U.S. Holders, each of whom own 10% or more of the total combined voting power of all classes of our stock, we would be treated as a CFC under Subpart F of the Code. This classification would bring into effect many complex results including the required inclusion by such 10% U.S. Holders in income of their pro rata shares of "Subpart F income" (as defined by the Code) of us and our earnings invested in "U.S. property" (as defined by the Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of Common Shares by such a 10% U.S. Holder of us at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because we may never be a CFC, a more detailed review of these rules is beyond of the scope of this discussion.

Elimination of Overlap between Subpart F Rules and PFIC Provisions

Under the Taxpayer Relief Act of 1997, a PFIC that is also a CFC will not be treated as a PFIC with respect to certain 10% U.S. Holders. For the exception to apply, (i) the corporation must be a CFC within the meaning of section 957(a) of the Code and (ii) the U.S. Holder must be subject to the current inclusion rules of Subpart F with respect to such corporation (i.e., the U.S. Holder is a "United States Shareholder," see "Controlled Foreign Corporation," above). The exception only applies to that portion of a U.S. Holder's holding period beginning after December 31, 1997. For that portion of a United States Holder before January 1, 1998, the ordinary PFIC and QEF rules continue to apply.

As a result of this provision, if we were ever to become a CFC, U.S. Holders who are currently taxed on their pro rata shares of Subpart F income of a PFIC which is also a CFC will not be subject to the PFIC provisions with respect to the same stock if they have previously made a Pedigreed QEF Election. The PFIC provisions will however continue to apply to PFIC/CFC U.S. Holders for any periods in which they are not subject to Subpart F and to U.S. Holders that did not make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on the PFIC shares held in us as if those shares had been sold.

Dividend and Paying Agents

The declaration of dividends on our Common Shares is within the discretion of our board of directors and will depend on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition. At the present time, our anticipated capital requirements are such that we intend to follow a policy of retained earnings in order to finance the further development of our business.

Statement by Experts

Our financial statements for each of the years in the three year period ended December 31, 2004, 2003 and 2002 included in this Registration Statement have been audited by Staley Okada & Partners, independent auditors, as stated in their reports appearing herein (which reports express an unqualified opinion), and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The descriptions of the Point Leamington Property contained in Item 4. Information on the Company are summarized from reports prepared by Callum Grant, P.Eng. and Gary Giroux, P.Eng. of HATCH Associates Ltd. of Suite 200 - 1550 Alberni Street, Vancouver, British Columbia, V6E 1A5. The descriptions are included, in the form and context in which it is included, with the consent of such persons and they have authorized the contents of that disclosure.

Documents on Display

Any documents referred to in this registration statement on Form 20-F may be inspected at our principal office located at Suite 285, 200 Granville Street, Vancouver, British Columbia, V6C 1S4 during normal business hours.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES

Not Applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS

OF SECURITY HOLDERS AND USE OF PROCEEDS

Not Applicable.

ITEM 15. CONTROLS AND PROCEDURES

Not Applicable.

ITEM 16. AUDIT COMMITTEE FINANCIAL EXPERT

Not Applicable.

ITEM 16B. CODE OF ETHICS

Not Applicable.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not Applicable.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

The financial statements of TLC Ventures Corp. are filed as part of this Registration Statement.

The following Financial Statements are filed as part of this Registration Statement, together with the Reports of the Independent Auditors:

Exhibit Reference #
	TLC Ventures Corp.
N/A	Report of Independent Auditors
N/A	Balance Sheets
N/A	Statements of Operations

N/A	Statements of Shareholders' Equity
N/A	Statements of Cash Flows
N/A	Notes to the Financial Statements

TLC VENTURES CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

December 31, 2004, 2003 and 2002

(Expressed in Canadian Funds)

Suite 400 - 889 West Pender Street

Vancouver, BC Canada V6C 3B2

Tel 604 694-6070

Fax 604 585-8377

info@staleyokada.com

www.staleyokada.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of TLC Ventures Corp.:

We have audited the accompanying balance sheets of TLC Ventures Corp. (An Exploration Stage Company) as at December 31, 2004 and 2003 and the related statements of changes in shareholders’ equity, loss and cash flows for the years ended December 31, 2004, 2003 and 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the changes in shareholders’ equity, results of its operations and its cash flows for the years ended December 31, 2004, 2003 and 2002 in accordance with Canadian generally accepted accounting principles.

“Staley, Okada & Partners”

Vancouver, B.C.	STALEY, OKADA & PARTNERS
January 14, 2005	CHARTERED ACCOUNTANTS

TLC Ventures Corp. (An Exploration Stage Company)	Statement 1
Balance Sheets
As at December 31
Canadian Funds

ASSETS	2004			2003
Current
Cash and cash equivalents	$	6,192,278		$	459,871
Amounts receivable		98,231			998
Prepaid expenses and advances		71,505			-
		6,362,014			460,869
Property, Plant and Equipment, net of accumulated amortization (Note 4)		57,674			-
Mineral Property Costs - Schedule (Note 5)		761,221			-

	$	7,180,909		$	460,869




LIABILITIES
Current
Accounts payable	$	14,716		$	6,255
Accrued liabilities		17,000			-
Due to related parties (Note 7a)		13,058			12,120
		44,774			18,375

Share Subscriptions Received in Advance (Note 6c)		-			460,000



SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share Capital - Statement 2 (Note 6)		14,593,350			5,738,611
Deficit - Statement 2		(7,457,215	)		(5,756,117	)
		7,136,135			(17,506	)
	$	7,180,909		$	460,869

ON BEHALF OF THE BOARD:

“Sally Eyre” , Director

“Edward Farrauto” , Director

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 2
Statements of Changes in Shareholders’ Equity
For the Years Ended December 31
Canadian Funds

	Common Shares					Accumulated
		Shares		Amount			Deficit			Total
Balance - December 31, 2001		7,529,001	$	5,487,872		$	(5,381,616	)	$	106,256
Issuance of shares for cash		1,175,000		117,500			-			117,500
Loss for the year		-		-			(62,147	)		(62,147	)
Balance - December 31, 2002		8,704,001		5,605,372			(5,443,763	)		161,609
Stock compensation expense		-		133,239			-			133,239
Loss for the year		-		-			(312,354	)		(312,354	)
Balance - December 31, 2003		8,704,001		5,738,611			(5,756,117	)		(17,506	)
Issuance of shares for cash		10,300,000		7,875,000			-			7,875,000
Issuance of shares for mineral property		150,000		202,500			-			202,500
Issuance of shares for finder’s fees		300,000		-			-			-
Shares issuance costs		-		(47,278	)		-			(47,278	)
Stock compensation expense		-		824,517			-			824,517
Loss for the year		-		-			(1,701,098	)		(1,701,098	)
Balance - December 31, 2004		19,454,001	$	14,593,350		$	(7,457,215	)	$	7,136,135

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 3
Statements of Loss
For the Years Ended December 31
Canadian Funds

	2004			2003			2002
Expenses
Audit and accounting fees	$	32,605		$	8,700		$	4,238
Amortization		10,605			-			-
Bank charges		660			400			222
Foreign exchange		441			-			-
Consulting fees		63,000			-			-
Insurance		19,015			-			-
Legal fees		110,827			14,349			2,043
Marketing		46,569			-			-
Office, postage and printing		43,145			-			-
Rent		34,375			23,550			25,600
Salaries and wages		274,624			-			-
Salaries and wages - Stock compensation		824,517			133,239			-
Shareholder relations		7,563			16,362			20,253
Telephone and utilities		10,632			-			-
Trade shows, conferences		14,467			-			-
Transfer agent, regulatory fees		23,644			9,512			5,849
Travel		157,989			4,400			4,800
		(1,674,678	)		(210,512	)		(63,005	)
Other Items
Gain on forgiveness of debt		-			139,408			-
Mineral properties written off		-			(241,520	)		-
Property investigation		(102,098	)		-			-
Interest income		75,678			270			858
Loss for the Year	$	(1,701,098	)	$	(312,354	)	$	(62,147	)


Loss per share - Basic and Diluted	$	(0.10	)	$	(0.04	)	$	(0.01	)


Weighted Average Number of Common Shares Outstanding		16,971,078			8,704,001			8,433,590

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 4
Statements of Cash Flows
For the Years Ended December 31
Canadian Funds

Cash Resources Provided By (Used in)	2004			2003			2002
Operating Activities
Loss for the year	$	(1,701,098	)	$	(312,354	)	$	(62,147	)
Items not affecting cash:
Amortization		10,605			-			-
Gain on forgiveness of debt		-			(139,408	)		-
Mineral properties written off		-			241,520			-
Stock-based compensation		824,517			133,239			-
		(865,976	)		(77,003	)		(62,147	)
Net changes in non-cash working capital components:
Amounts receivable		(97,233	)		(846	)		507
Accounts payable and accrued liabilities		26,399			(22,981	)		36,101
Prepaid expenses		(71,505	)		-			5,150
		(1,008,315	)		(100,830	)		(20,389	)

Investing Activities
Property, plant and equipment acquired		(68,279	)		-			-
Mineral property costs		(558,721	)		-			(152,000	)
		(627,000	)		-			(152,000	)

Financing Activities
Loans payable		-			66,908			22,500
Share subscriptions received in advance		-			460,000			-
Cash received for shares - net of issuance costs		7,367,722			-			117,500
		7,367,722			526,908			140,000

Net Increase (Decrease) in Cash and Cash Equivalents		5,732,407			426,078			(32,389	)
Cash and Cash Equivalents - Beginning of Year		459,871			33,793			66,182
Cash and Cash Equivalents - End of Year	$	6,192,278		$	459,871		$	33,793

Schedule of Non-Cash Investing and Financing Activities
Shares issued for mineral property	$	202,500	$	-	$	-
Shares issued for finder’s fees	$	-	$	-	$	-
Stock-compensation costs recorded in share capital	$	824,517	$	133,239	$	-

Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Schedule
Schedules of Mineral Property Costs
For the Years Ended December 31
Canadian Funds

	2004		2003			2002
*Dawson Clear Creek Property, Yukon, Canada*
Acquisition costs
Cash - option payments	$	-	$	-		$	150,000
Deferred exploration expenditures
Geological and field expenses		-		-			2,000
-				-			152,000

*Point Leamington Property, Newfoundland, Canada*
Acquisition costs
Cash - option payments		125,000		-			-
Shares - option payments		202,500		-			-
		327,500		-			-

Deferred exploration expenditures
Assaying		15,465		-			-
Camp and general		28,460		-			-
Drilling		194,229		-			-
Equipment rental		27,486		-			-
Geological consulting		127,762		-			-
Geophysical		14,486		-			-
Mineral claim maintenance		25,833		-			-
		433,721		-			-

Costs for the Year		761,221		-			152,000
Balance - Beginning of year		-		241,520			89,520
Write-off of mineral property costs		-		(241,520	)		-
Balance - End of Year	$	761,221	$	-		$	241,520

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

1. Nature of Business

TLC Ventures Corp. (“TLC” or the “Company”) is an exploration and mine development company focused on the acquisition, advancement and development of global precious and base metal assets. The recovery of the Company’s investment in its mineral properties is dependent upon the discovery, development and sale of ore reserves and the ability to raise sufficient capital to finance these operations. The ultimate outcome of these operations cannot presently be determined because they are contingent on future matters.

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “TLV”. The Company’s corporate head office is in Vancouver, Canada.

2. Significant Accounting Policies

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers cash and cash equivalents to include amounts held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less. The Company places its cash and cash equivalents with institutions of high-credit worthiness.

Mineral Properties and Deferred Exploration Expenditures

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.

Mineral exploration and development costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is abandoned. Costs for a producing prospect are amortized on a unit-of-production method based on the estimated life of the ore reserves, while costs for the prospects abandoned are written off.

The recoverability of the amount capitalized for the undeveloped resource properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to farm out its mineral properties, the ability to obtain the necessary financing to complete their development and future profitable production or proceeds from the disposition thereof.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.

Option Agreement

From time to time, the Company may acquire or dispose of properties pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as mineral property costs or recoveries when the payments are made or received.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

2. Significant Accounting Policies - Continued

Amortization

The Company provides for amortization on its property, plant and equipment at an annual rate as follows:

i)	20% for furniture and office equipment on the declining balance method,

ii)	30% - 45% for computer equipment and software on the declining balance method, and

iii)	leasehold improvements are amortized on a straight-line basis over the term of the lease.

One-half of the above rate is taken in the year of acquisition.

Income Taxes

Income taxes are accounted for using the asset and liability method. Future taxes are recognized for the tax consequences of "temporary differences" by applying enacted or substantively enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. In addition, the method requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not.

Share Capital

The proceeds from the exercise of stock options, warrants and escrow shares are recorded as share capital in the amount for which the option, warrant or escrow share enabled the holder to purchase a share in the Company.

ii)

Share capital issued for non-monetary consideration is recorded at an amount based on fair market value.

Stock-Based Compensation - Change in Accounting Policy

As encouraged by CICA Handbook Section 3870 the Company enacted prospectively early adoption of the fair value based method of accounting for awards to employees for the fiscal year beginning January 1, 2003.

The new standard requires that all stock-based awards made to employees and non-employees be measured and recognized using a fair value based method. In prior years, stock-based compensation expense was only recognized when stock-based compensation awards were made to non-employees, while pro-forma disclosure was acceptable for awards made to employees.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

2. Significant Accounting Policies - Continued

Loss per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method.

Management's Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Flow-Through Shares

During the year, the Company adopted the new recommendations of the Emerging Issues Committee relating to flow-through shares effective for all flow-through agreements dated after March 19, 2004. Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective tax rate) thereby reducing share capital.

If a company has sufficient unused tax losses and deductions (“losses”) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures. As no flow-through shares were issued during the year, there was no impact on the financial statements for the current fiscal year.

Asset Retirement Obligation

Effective January 1, 2004, the Company adopted the recommendations of CICA Handbook Section 3110, Asset Retirement Obligations. This new section requires recognition of a legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets. Such asset retirement cost must be recognized at fair value when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the asset, and amortized into income on a systematic basis over its useful life.

There is no material impact on the financial statements resulting from the adoption of Section 3110 either in the current or prior years presented.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

3. Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable and accounts payable, and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation.

4. Property, Plant and Equipment

Details are as follows:

		Cost		AccumulatedAmortization			Net Book Value 2004		Net Book Value 2003
Computer equipment and software	$	23,483	$	(3,523	)	$	19,960	$	-
Furniture and office equipment		19,918		(1,993	)		17,925		-
Leasehold improvements		24,878		(5,089	)		19,789		-
	$	68,279	$	(10,605	)	$	57,674	$	-

5. Mineral Property Costs

Details are as follows:

			Acquisition			Deferred Exploration			Total 2004			Total 2003
Point Leamington Property		$	327,500		$	433,721		$	761,221		$	-

Point Leamington Property, Newfoundland, Canada

Pursuant to a letter agreement dated February 13, 2004 with Rubicon Minerals Corporation (“Rubicon”), a company with a director in common, the Company acquired the option to purchase a 100% interest in the Point Leamington deposit and Mining Lease, located in Newfoundland, Canada. As consideration, the Company, at its option, must issue 300,000 common shares and pay $250,000 as follows:

	Shares		Cash
Upon regulatory approval (issued/paid)		150,000	$	125,000
On or before May 7, 2005		75,000		50,000
On or before May 7, 2006		75,000		75,000
		300,000	$	250,000

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

5. Mineral Property Costs - Continued

Point Leamington Property, Newfoundland, Canada - Continued

The Company or its nominee has a right of first refusal on the purchase of any or all of the 300,000 shares if Rubicon intends to sell them. There is an Area of Interest (AOI) in the agreement whereby additional claims staked by either Rubicon or the Company within 1.5 km of the boundary of the Point Leamington Mining Lease will form part of the Agreement. In addition if, prior to the Company fulfilling the full conditions of the agreement, the Company sells a 100% interest in the project to an arms-length third party, Rubicon shall receive 50% of the gross sale proceeds less the total consideration paid to them pursuant to the agreement prior to the date of sale.

There is a 2% Net Smelter Return Royalty on the property held by third parties.

Dawson Clear Creek Properties, Yukon Territory, Canada

In prior years, the Company acquired a mineral lode property of 6 claims known as the HP group in Dawson Mining District, Yukon for $32,000 and a 30% working interest in 103 mineral claims in the Dawson and Mayo Mining Districts, Yukon for $200,000. In 2003, management wrote off these mineral claims.

6. Share Capital

Authorized: Unlimited number of common shares without par value (2003 - 25,000,000; 2002 - 10,000,000).

During the 2002 fiscal year, 1,175,000 warrants were exercised for $0.10 per warrant for gross proceeds of $117,500.

On January 28, 2004, the Company issued, by private placement, 5,000,000 common shares at $0.25 per common share for gross proceeds of $1,250,000 ($460,000 of this was received in fiscal 2003 and was accordingly classified as share subscription received in advance). No commission or finder’s fees was paid in conjunction with this financing.

On May 7, 2004 the Company issued, by private placement, 5,000,000 units at $1.25 per unit for gross proceeds of $6,250,000. Each unit consists of one common share and one-half of a common share purchase warrant. One full warrant will allow the holder to purchase one common share in the Company until May 7, 2005 at a price of $1.50 per share. The Agent was paid a commission by issuing 300,000 units with each unit consisting of one common share and one-half of a common share purchase warrant. One full warrant will allow the Agent to purchase one common share of the Company until May 7, 2005 at a price of $1.50 per share. The Agent received 250,000 agent’s warrants. Each agent’s warrant is also exercisable into one common share of the Company at $1.25 until May 7, 2005.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

6. Share Capital - Continued

On September 29, 2004 the Company issued, by private placement, 300,000 units at $1.25 per unit to a director of the Company for gross proceeds of $375,000. Each unit consists of one common share and one full common share purchase warrant. One share purchase warrant will allow the holder to purchase one common share in the Company until September 29, 2006 at a price of $1.50 per share. No commission or finder’s fees was paid in conjunction with this financing.

Share Purchase Options

The Company has established a share purchase option plan whereby the Board of Directors, may from time to time, grant options to directors, officers, employees or consultants to a maximum of 3,600,000 options. Options granted must be exercised no later than five years from date of grant or such lesser period as determined by the Company’s Board of Directors. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date.

Options vest according to the following schedule:

25% - on grant date

25% - six months after grant date

25% - twelve months after grant date

25% - eighteen months after grant date

ii)

A summary of the Company’s options at December 31, 2004 and the changes for the period are as follows:

Exercise Price	Outstanding December 31 2003		Granted		Exercised		Expired or Cancelled		Outstanding December 31 2004		Expiry date
$0.25		1,055,000		-		-		-		1,055,000		December 11, 2008
$2.10		-		300,000		-		-		300,000		March 15, 2009
$2.00		-		5,000		-		-		5,000		April 29, 2009
$1.80		-		200,000		-		-		200,000		May 11, 2009
$1.35		-		200,000		-		-		200,000		September 29, 2009
		1,055,000		705,000		-		-		1,760,000

Weighted average exercise price	$	0.25	$	1.80		-		-	$	0.87

		Number of Options			Weighted Average Exercise Price			Expiry
Vested as at December 31, 2004			1,546,740		$	0.78			December 11, 2008 to September 29, 2009

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

6. Share Capital - Continued

Share Purchase Options - Continued

ii)

- Continued

For the newly granted options, compensation expense is based on the fair value of the options at the grant date. For any options that have alteration in their conditions, compensation expense is based on the fair value of the options on the alteration date less the fair value of the original options based on the shorter of the remaining expanded life of the old option or the expected life of the modified option.

Effective January 1, 2003, the Company recognizes compensation expense on stock options granted to both employees and non-employees using the fair value method, which the Company records as an expense.

iii)

During the 2002 fiscal year, the Company did not grant any stock options to either the employees or non-employees of the Company, and as such, no compensation expense was recorded and no pro forma disclosure of these awards was required under the fair value method.

iv)

During the 2003 fiscal year, the Company granted stock options of 805,000 to directors and officers. The Company also granted stock options of 250,000 to a consultant. Each option entitles the holder to acquire one common share of the Company at an exercise price of $0.25 per share, expiring December 11, 2008. The Company recorded $101,665 of stock-based compensation expenses on options vested to directors and officers of the Company and $31,574 of stock-based compensation expenses on options vested to consultant to the Company for a total of $133,239 as salaries and wages - stock compensation expense. The offsetting entry is to share capital.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

6. Share Capital - Continued

Share Purchase Options - Continued

During the year, the Company granted options to purchase up to 705,000 shares of the Company at exercise prices between $1.35 to $2.10 per share to directors and officers of the Company. As at December 31, 2004, 491,740 of these options have vested. The total fair value of the options granted was calculated to be $1,094,934. Since the options were granted under a graded vesting schedule, $824,517 of the fair value has been recorded in the Company’s accounts as salaries and wages - stock compensation expense. The offsetting entry is to share capital.

The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions:

	2004		2003		2002
Average risk free interest rate	3.79	%	5	%	N/A
Average expected option life	5 years		5 years		N/A
Stock volatility - based on trading history	154.81	%	90.80	%	N/A
Dividend payments during life of option	Nil		Nil		N/A

The Black-Scholes option pricing model was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the highly subjective input assumptions can materially affect the calculated values, management believes that the accepted Black-Scholes model does not necessarily provide a reliable measure of the fair value of the Company’s stock option awards.

Share Purchase Warrants

As at December 31, 2004, the following share purchase warrants are outstanding:

Exercise Price	Outstanding December 31 2003		Issued	Exercised	Expired or Cancelled		Outstanding December 31 2004	Expiry date
$1.25	-		250,000	-	-		250,000	May 7, 2005
$1.50	-		2,500,000	-	-		2,500,000	May 7, 2005
$1.50	-		150,000	-	-		150,000	May 7, 2005
$1.50	-		300,000	-	-		300,000	September 29, 2006
-			3,200,000	-	-		3,200,000

Weighted average exercise price	-	$	1.48	-	-	$	1.48

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

6. Share Capital - Continued

Escrow Shares

As at December 31, 2004 there are 4,117,850 common shares held in escrow. Subject to the terms of the escrow agreements, the escrow shares are subject to be released as follows:

	Release Dates	Total Number of Escrowed Securities to be Released
	May 7, 2005	823,570
	November 7, 2005	823,570
	May 7, 2006	823,570
	November 7, 2006	823,570
	May 7, 2007	823,570
		4,117,850

7. Related Party Transactions

Except as noted elsewhere in these financial statements, related party transactions are as follows:

As at December 31, 2004, amounts due to related parties consist of $13,058 (2003 - $12,120) owing to directors and officers and a law firm where an officer of the Company is a partner. These amounts were incurred in the ordinary course of business are non-interest bearing, unsecured and due on demand.

During the year, a salary of $105,000 (2003 - $Nil; 2002 - $Nil) was paid to a director and officer. In addition, $50,000 was also paid on behalf of the same director and officer for relocation expenses.

During the year, consulting fees of $27,921 (2003 - $Nil; 2002 - $Nil) were paid to a director and officer.

During the year, accounting fees of $67,642 (2003 - $Nil; 2002 - $Nil) were paid to a director and an officer.

During the year, accounting fees of $Nil (2003 - $6,500; 2002 - $7,000) were paid to a former director and officer.

During the year, legal fees of $90,309 (2003 - $11,378; 2002 - $Nil) were paid to a law firm where an officer of the Company is a partner.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

8. Income Taxes

The components of the future income tax asset are as follows:

Future income tax assets	2004			2003

Tax benefit of loss carry-forwards	$	386,000		$	136,000
Valuation allowance		(386,000	)		(136,000	)
Net future income tax assets	$	-		$	-

The Company reassessed its future tax assets at each balance sheet date. At December 31, 2004, the Company has provided for a valuation allowance to recognize that a future income tax asset is recognized only to the extent that it is more likely than not that sufficient taxable income will be available to allow an unrecognized future income tax asset to be realized.

The Company has approximately $761,221 of deferred mineral expenditures available as at December 31, 2004 which may be carried forward indefinitely and used to reduce prescribed taxable income in future years.

The non-capital losses totalling approximately $1,084,000 are carried forward for tax purposes and are available to reduce taxable income of future years. These losses expire as follows:

	Non-Capital Losses
2005	$	36,000
2006		40,000
2007		54,000
2008		70,000
2009		95,000
2010		77,000
2014		712,000
	$	1,084,000

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization.

9. Comparative Figures

Certain of the comparative figures have been reclassified to conform with the current year presentation.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

10. Commitments

During the year, the Company signed a lease agreement for the rental of office space. The lease expires November 29, 2007. The future minimum lease obligations are as follows:

	Amount
2005	$	34,012
2006		34,012
2007		30,920
	$	98,944

By agreement dated March 29, 2004, the Company entered into a two-year employment agreement with a director and officer. Compensation is $11,500 per month. In addition, the employment agreement also includes a discretionary bonus and reimbursement of moving expenses. This agreement is renewable at the end of two years with mutual consent. The Company may terminate the agreement at any time but will be responsible to pay:

Twelve months salary if the termination is within the first year of the agreement;

ii)

Twenty-four months salary if the termination is after the first year of the agreement; and

iii)

Twenty-four months salary if the termination is a result of a change in control of the Company.

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")

These financial statements have been prepared in accordance with generally accepted accounting principles in Canada. Except as set out below, these financial statements also comply, in all material aspects, with accounting principles generally accepted in the United States and the rules and regulations of the Securities Exchange Commission.

Under Canadian GAAP, the mineral properties are carried at cost and written off or written down if the properties are abandoned, sold or if management decides not to pursue the properties. Under United States GAAP, the Company would periodically review and obtain independent reports in determining adjustments to the mineral properties and record properties at net realizable value. The Company has not yet obtained an independent report for United States GAAP purposes, therefore, the Company’s mineral property costs would have been written off.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

The impact of the above differences between Canadian and United States GAAP on loss for the period is as follows:

	Year EndedDecember 31 2004			Year Ended December 31 2003			Year Ended December 31 2002
Loss for the period as reported	$	(1,701,098	)	$	(312,354	)	$	(62,147	)
Add back write-off of mineral property costs		-			241,520			-
Less mineral property expenditures during the year		(761,221	)		-			(152,000	)
Loss for the period in accordance with United States GAAP	$	(2,462,319	)	$	(70,834	)	$	(214,147	)

			Year EndedDecember 31 2004			Year Ended December 31 2003			Year Ended December 31 2002
	Primary loss per share for the year in accordance with United States GAAP		$	(0.15	)	$	(0.01	)	$	(0.03	)

The impact of the above differences between Canadian and United States GAAP on the deficit, as reported, is as follows:

	Year EndedDecember 31 2004			Year Ended December 31 2003			Year Ended December 31 2002
Deficit - As reported	$	(7,457,215	)	$	(5,756,117	)	$	(5,443,763	)
Less capitalized mineral property costs		(761,221	)		-			(241,520	)
Deficit in accordance with United States GAAP	$	(8,218,436	)	$	(5,756,117	)	$	(5,685,283	)

The impact of the above differences between Canadian and United States GAAP on the statement of changes in shareholders’ equity, as reported, is as follows:

	Common Shares
		Number		Amount		Deficit			Comprehensive Income		Total
Shareholders’ equity balance as reported at December 31, 2002		8,704,001	$	5,605,372	$	(5,443,763	)	$	-	$	161,609
Less capitalized mineral property costs		-		-		(241,520	)		-		(241,520	)
Shareholders’ equity in accordance with United States GAAP at December 31, 2002		8,704,001	$	5,605,372	$	(5,685,283	)	$	-	$	(79,911	)
Shareholders’ equity balance as reported at December 31, 2003		8,704,001	$	5,738,611	$	(5,756,117	)	$	-	$	(17,506	)
Add back write-off of mineral property costs		-		-		241,520			-		241,520
Shareholders’ equity in accordance with United States GAAP at December 31, 2003		8,704,001	$	5,738,611	$	(5,514,597	)	$	-	$	224,014
Shareholders’ equity balance as reported at December 31, 2004		19,454,001	$	14,593,350	$	(7,457,215	)	$	-	$	7,136,135
Less capitalized mineral property costs		-		-		(761,221	)		-		(761,221	)
Shareholders’ equity in accordance with United States GAAP at December 31, 2004		19,454,001	$	14,593,350	$	(8,218,436	)	$	-	$	6,374,914

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

The impact of the above difference between Canadian and United States GAAP on the statement of cash flows, as reported, is as follows:

	Year Ended December 31, 2004			Year Ended December 31, 2003			Year Ended December 31, 2002
Cash flows from operating activities
As reported	$	(1,008,315	)	$	(100,830	)	$	(20,389	)
Mineral property costs		(558,721	)		-			(152,000	)
Per United States GAAP	$	(1,567,036	)	$	(100,830	)	$	(172,389	)
Cash flows from investing activities
As reported	$	(627,000	)	$	-		$	(152,000	)
Mineral property costs		558,721			-			152,000
Per United States GAAP	$	(68,279	)	$	-		$	-

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, “Business Combinations”. SFAS No. 141 mandates the purchase method of accounting for all business combinations initiated after June 30, 2001. In addition, SFAS No. 141 addresses the accounting for intangible assets and goodwill acquired in business combinations completed after June 30, 2001. The Company adopted SFAS No. 141, as required, with no material impact on its financial statements.

In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets”, which revises the accounting for purchased goodwill and other intangible assets. Under SFAS No. 142, goodwill and other intangible assets with indefinite lives will no longer be systematically amortized into operating results. Instead, each of these assets will be tested, in the absence of an indicator of possible impairment, at least annually, and upon an indicator of possible impairment, immediately. The Company adopted SFAS No. 142, as required, on January 1, 2002, with no material impact on its financial statements.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related obligation for its recorded amount or incurs a gain or loss upon settlement. The Company adopted SFAS No. 143, as required, on January 1, 2003, with no material impact on its financial statements.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”. SFAS No. 144 was issued to resolve certain implementation issues that had arisen under SFAS No. 121. Under SFAS No. 144, a single uniform accounting model is required to be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and certain additional disclosures are required. The Company adopted SFAS No. 144, as required, with no material impact on its financial statements.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

New Accounting Pronouncements - Continued

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. SFAS No. 145 updates, clarifies and simplifies existing accounting pronouncements, by rescinding SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in APB No. 30 will now be used to classify those gains and losses. Additionally, SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. Finally, SFAS No. 145 also makes technical corrections to existing pronouncements. While those corrections are not substantive in nature, in some instances, they may change accounting practice. The Company adopted the provisions of SFAS No. 145 that amended SFAS No. 13, as required, on May 15, 2002 for transactions occurring after such date with no material impact on its financial statements. The Company adopted the remaining provisions of SFAS No. 145, as required, on January 1, 2003, with no material impact on its financial statements.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. SFAS No. 146 was issued to address the financial accounting and reporting for costs associated with exit or disposal activities, unless specifically excluded. SFAS No. 146 requires that a liability for a cost associated with a covered exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred, except for a liability for one-time termination benefits that is incurred over time. If employees are not required to render service until they are terminated in order to receive the one-time termination benefits or if employees will not be retained to render service beyond the minimum retention period (as dictated by existing law, statute or contract, or in the absence thereof, 60 days), a liability for the termination benefits shall be recognized and measured at its fair value at the communication date. If employees are required to render service until they are terminated in order to receive the one-time termination benefits and will be retained to render service beyond the minimum retention period, a liability for the termination benefits shall be measured initially at the communication date based on the fair value of the liability as of the termination date. The liability shall be recognized rateably over the future service period. SFAS No. 146 also dictates that a liability for costs to terminate an operating lease or other contract before the end of its term shall be recognized and measured at its fair value when the entity terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity is to be recognized and measured at its fair value when the entity ceases using the right conveyed by the contract. SFAS No. 146 further dictates that a liability for other covered costs associated with an exit or disposal activity be recognized and measured at its fair value in the period in which the liability is incurred. The Company adopted SFAS No. 146, as required, on January 1, 2003 with no material impact on its financial statements.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

New Accounting Pronouncements - Continued

In November 2002, the FASB issued FASB interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of certain guarantees. FIN 45 also requires disclosure about certain guarantees that an entity has issued. The disclosure requirements of FIN 45 were effective for fiscal years ending after December 15, 2002. The Company adopted the provisions of FIN 45, as required, on January 1, 2002 with no material impact on its financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure". SFAS No. 148 amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for fiscal years beginning after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The Company effective January 1, 2003 has used APB25 therefore adoption of SFAS No. 148 is not required.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an Interpretation of APB No. 51.”FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company adopted the provisions of FIN 46, as required, with no material impact on its financial statements

On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities.". SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The new guidance amends SFAS No. 133 for decisions made as part of the Derivatives Implementation Group ("DIG") process that effectively required amendments to SFAS No. 133, and decisions made in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative and characteristics of a derivative that contains financing components. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company adopted SFAS No. 149, as required, on July 1, 2003, with no material impact on its financial statements.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

New Accounting Pronouncements - Continued

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS No. 150 is effective for all financial instruments created or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150, as required, on July 1, 2003, with no material impact on its financial statements.

In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. SAB No. 104 revises or rescinds portions of the interpretive guidance included in Tope 13 of the codification of staff accounting bulletins in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of SAB No. 104 did not have a material effect on the Company’s financial statements.

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004, 2003 and 2002
Canadian Funds

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

New Accounting Pronouncements - Continued

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

TLC VENTURES CORP.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2005

(Expressed in Canadian Funds)

(Unaudited)

TLC Ventures Corp. (An Exploration Stage Company)	Statement 1
Interim Balance Sheets
Canadian Funds
(Unaudited)

ASSETS	March 31 2005			December 31 2004
Current
Cash and cash equivalents	$	5,999,604		$	6,192,278
Amounts receivable		34,603			98,231
Prepaid expenses and advances		51,113			71,505
		6,085,320			6,362,014
Property and Equipment, net of accumulated amortization (Note 4)		57,941			57,674
Mineral Property Costs - Schedule (Note 5)		787,787			761,221

	$	6,931,048		$	7,180,909




LIABILITIES
Current
Accounts payable	$	10,996		$	12,759
Due to related parties (Note 7a)		83,643			15,015
Accrued liabilities		30,000			17,000
		124,639			44,774




SHAREHOLDERS’ EQUITY
Share Capital - Statement 2 (Note 6)		14,718,596			14,593,350
Deficit - Statement 2		(7,912,187	)		(7,457,215	)
		6,806,409			7,136,135

	$	6,931,048		$	7,180,909

ON BEHALF OF THE BOARD:

“Sally Eyre” , Director

“Douglas B. Forster” , Director

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 2
Interim Statements of Changes in Shareholders’ Equity
For the Period Ended March 31, 2005
Canadian Funds
(Unaudited)

	Common Shares					Accumulated
	Shares		Amount			Deficit			Total
Balance - December 31, 2001		7,529,001	$	5,487,872		$	(5,381,616	)	$	106,256
Issuance of shares for cash		1,175,000		117,500			-			117,500
Loss for the year		-		-			(62,147	)		(62,147	)
Balance - December 31, 2002		8,704,001		5,605,372			(5,443,763	)		161,609
Stock compensation expense		-		133,239			-			133,239
Loss for the year		-		-			(312,354	)		(312,354	)
Balance - December 31, 2003		8,704,001		5,738,611			(5,756,117	)		(17,506	)
Issuance of shares for cash		10,300,000		7,875,000			-			7,875,000
Issuance of shares for mineral property		150,000		202,500			-			202,500
Issuance of shares for finder’s fees		300,000		-			-			-
Shares issuance costs		-		(47,278	)		-			(47,278	)
Stock compensation expense		-		824,517			-			824,517
Loss for the year		-		-			(1,701,098	)		(1,701,098	)
Balance - December 31, 2004		19,454,001		14,593,350			(7,457,215	)	$	7,136,135
Stock compensation expense		-		125,246			-			125,246
Loss for the period		-		-			(454,972	)		(454,972	)
Balance - March 31, 2005		19,454,001	$	14,718,596		$	(7,912,187	)	$	6,806,409

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 3
Interim Statements of Loss
For the Three Months Ended March 31
Canadian Funds
(Unaudited)

	2005			2004
Expenses
Amortization	$	4,149		$	-
Audit and accounting fees		17,397			15,992
Bank charges		129			108
Consulting fees		15,608			20,076
Foreign exchange		(80	)		499
Insurance		10,746			-
Legal fees		16,980			40,994
Marketing		15,506			-
Office, postage and printing		6,111			6,885
Rent		8,549			-
Salaries and wages		78,694			15,000
Salaries and wages - Stock compensation		125,246			609,436
Shareholder relations		1,316			2,408
Telephone and utilities		2,294			2,387
Trade shows and conferences		5,484			3,069
Transfer agent and regulatory fees		6,476			14,863
Travel		50,755			44,221
		(365,360	)		(775,938	)
Other Items
Property investigation		(120,186	)		-
Interest income		30,574			2,587
Loss for the Period	$	(454,972	)	$	(773,351	)

Loss per share - Basic and Diluted

(0.02

)

(0.06

)

Weighted Average Number of Common Shares Outstanding

19,454,001

12,218,377

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Statement 4
Interim Statements of Cash Flows
For the Three Months Ended March 31
Canadian Funds
(Unaudited)

Cash Resources Provided By (Used in)	2005			2004
Operating Activities
Loss for the period	$	(454,972	)	$	(773,351	)
Items not affecting cash:
Amortization		4,149			-
Stock-based compensation		125,246			609,436
		(325,577	)		(163,915	)
Net changes in non-cash working capital components:
Amounts receivable		63,628			(10,712	)
Accounts payable and accrued liabilities		79,865			20,365
Prepaid expenses		20,392			(62,922	)
		(161,692	)		(217,184	)

Investing Activities
Property and equipment acquired		(4,416	)		(21,663	)
Mineral property costs		(26,566	)		-
		(30,982	)		(21,663	)

Financing Activities
Cash received for shares - net of issuance costs		-			783,250


Net Increase (Decrease) in Cash and Cash Equivalents		(192,674	)		544,403
Cash and Cash Equivalents - Beginning of Period		6,192,278			459,871
Cash and Cash Equivalents - End of Period	$	5,999,604		$	1,004,274

Schedule of Non-Cash Investing and Financing Activities
Stock-compensation costs recorded in share capital		$	125,246		$	609,436

Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)	Schedule
Schedules of Mineral Property Costs
For the Three Months Ended March 31, 2005
Canadian Funds
(Unaudited)

	December 31 2004		Expenditures for the period		March 31 2005

*Point Leamington Property, Newfoundland, Canada*
Acquisition costs
Cash - option payments	$	125,000	$	-	$	125,000
Shares - option payments		202,500		-		202,500
		327,500		-		327,500

Deferred exploration expenditures
Assaying		15,465		982		16,447
Camp and general		28,460		1,042		29,502
Drilling		194,229		-		194,229
Equipment rental		27,486		214		27,700
Geological consulting		127,762		14,328		142,090
Geophysical		14,486		9,700		24,186
Mineral claim maintenance		25,833		300		26,133
		433,721		26,566		460,287
	$	761,221	$	26,566	$	787,787

- See Accompanying Notes -

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

1. Nature of Business

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “TLV”. The Company’s corporate head office is in Vancouver, Canada.

2. Significant Accounting Policies

These interim statements follow the same accounting policies and methods of their application as the most recent annual financial statements. These interim statements should be read in conjunction with the audited financial statements as at December 31, 2004.

3. Fair Value of Financial Instruments

4. Property and Equipment

	Cost		Accumulated Amortization			Net Book Value 2005		Net Book Value 2004
Computer equipment and software	$	27,899	$	(5,062	)	$	22,837	$	19,960
Furniture and office equipment		19,918		(2,907	)		17,011		17,925
Leasehold improvements		24,878		(6,785	)		18,093		19,789
	$	72,695	$	(14,754	)	$	57,941	$	57,674

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

5. Mineral Property Costs

Details are as follows:

			Acquisition			Deferred Exploration			Total 2005			Total 2004
	Point Leamington Property		$	327,500		$	460,287		$	787,787		$	-

Point Leamington Property, Newfoundland, Canada

	Shares		Cash
Upon regulatory approval (issued/paid)		150,000	$	125,000
On or before May 7, 2005		75,000		50,000
On or before May 7, 2006		75,000		75,000
		300,000	$	250,000

There is a 2% Net Smelter Return Royalty on the property held by third parties.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

6. Share Capital

Authorized: Unlimited number of common shares without par value.

Share Purchase Options

Options vest according to the following schedule:

25% - on grant date

25% - six months after grant date

25% - twelve months after grant date

25% - eighteen months after grant date

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

6. Share Capital - Continued

Share Purchase Options - Continued

ii)

A summary of the Company’s options at March 31, 2005 and the changes for the period are as follows:

Exercise Price	Outstanding December 31 2004		Granted		Exercised		Expired or Cancelled		Outstanding March 31 2005		Expiry date
$0.25	1,055,000		-		-		-		1,055,000		December 11, 2008
$2.10	300,000		-		-		-		300,000		March 15, 2009
$2.00	5,000		-		-		-		5,000		April 29, 2009
$1.80	200,000		-		-		-		200,000		May 11, 2009
$1.35	200,000		-		-		-		200,000		September 29, 2009
$1.20		-		200,000		-		-		200,000	March 4, 2010
		1,760,000		200,000		-		-		1,960,000

Weighted average exercise price	$	0.87	$	1.20		-		-	$	0.90

			Number of Options			Weighted Average Exercise Price			Expiry
	Vested as at March 31, 2005			1,607,500		$	0.79			December 11, 2008 to March 4, 2010

iii)

During the period, the Company granted stock options of 200,000 to a director. Each option entitles the holder to acquire one common share of the Company at an exercise price of $1.20 per share, expiring March 4, 2010. The Company recorded $58,082 in stock-based compensation expense in relation to these options. The remaining $67,164 of stock-based compensation expense relates to options granted in prior periods that have vested in the current period.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

6. Share Capital - Continued

Share Purchase Options - Continued

iv)

The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions:

	2005	2004
Average risk free interest rate	3.45%	3.79%
Average expected option life	5 years	5 years
Stock volatility - based on trading history	162.13%	154.81%
Dividend payments during life of option	Nil	Nil

Share Purchase Warrants

As at March 31, 2005, the following share purchase warrants are outstanding:

Exercise Price	Outstanding December 31 2004	Issued	Exercised	Expired or Cancelled	Outstanding March 31 2005	Expiry date
$1.25	250,000	-	-	-	250,000	May 7, 2005*
$1.50	2,500,000	-	-	-	2,500,000	May 7, 2005*
$1.50	150,000	-	-	-	150,000	May 7, 2005*
$1.50	300,000	-	-	-	300,000	September 29, 2006
	3,200,000	-	-	-	3,200,000

Weighted average

exercise price

$1.48

* Expired without being exercised subsequent to period-end.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

6. Share Capital - Continued

Escrow Shares

As at March 31, 2005 there are 4,117,850 common shares held in escrow. Subject to the terms of the escrow agreements, the escrow shares are subject to be released as follows:

	Release Dates	Total Number of Escrowed Securities to be Released
	May 7, 2005	823,570
	November 7, 2005	823,570
	May 7, 2006	823,570
	November 7, 2006	823,570
	May 7, 2007	823,570
		4,117,850

7. Related Party Transactions

Except as noted elsewhere in these financial statements, related party transactions are as follows:

As at March 31, 2005, amounts due to related parties consist of $83,643 (2004 - $15,015) owing to directors and officers and a law firm where an officer of the Company is a partner. These amounts were incurred in the ordinary course of business are non-interest bearing, unsecured and due on demand.

During the period, a salary of $34,500 (2004 - $Nil) was paid to a director and officer.

During the period, consulting fees of $12,047 (2004 - $Nil) were paid to a director and officer.

During the period, accounting fees of $15,000 (2004 - $15,000) were paid to a director and an officer.

During the period, legal fees of $16,977 (2004 - $39,334) were paid or accrued to a law firm where an officer of the Company is a partner.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

8. Income Taxes

The components of the future income tax asset are as follows:

Future income tax assets

As at

December 31

2004

Tax benefit of loss carry-forwards	$	386,000
Valuation allowance		(386,000	)
Net future income tax assets	$	-

The non-capital losses totalling approximately $1,084,000 are carried forward for tax purposes and are available to reduce taxable income of future years. These losses expire as follows:

	Non-Capital Losses
2005	$	36,000
2006		40,000
2007		54,000
2008		70,000
2009		95,000
2010		77,000
2014		712,000
	$	1,084,000

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization.

9. Comparative Figures

Certain of the comparative figures have been reclassified to conform with the current year presentation.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

10. Commitments

The Company has a lease agreement for the rental of office space. The lease expires November 29, 2007. The future minimum lease obligations are as follows:

	Amount
2005	$	25,509
2006		34,012
2007		30,920
	$	90,441

By agreement dated March 29, 2004, the Company entered into a two-year employment agreement with a director and officer. Compensation is $11,500 per month. This agreement is renewable at the end of two years with mutual consent. The Company may terminate the agreement at any time but will be responsible to pay:

Twelve months salary if the termination is within the first year of the agreement;

ii)

Twenty-four months salary if the termination is after the first year of the agreement; and

iii)

Twenty-four months salary if the termination is a result of a change in control of the Company.

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")

These interim financial statements have been prepared in accordance with generally accepted accounting principles in Canada. Except as set out below, these financial statements also comply, in all material aspects, with accounting principles generally accepted in the United States and the rules and regulations of the Securities Exchange Commission.

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

The impact of the above differences between Canadian and United States GAAP on loss for the period is as follows:

		Period Ended March 31 2005			Period Ended March 31 2004
Loss for the period as reported	$	(454,972	)	$	(773,351	)
Less mineral property expenditures during the year		(26,566	)		-
Loss for the period in accordance with United States GAAP	$	(481,538	)	$	(773,351	)

				Period Ended March 31 2005			Period Ended March 31 2004
	Primary loss per share for the year in accordance with United States GAAP		$	(0.03	)	$	(0.06	)

The impact of the above differences between Canadian and United States GAAP on the deficit, as reported, is as follows:

		Period Ended March 31 2005			Period Ended March 31 2004
Loss for the period as reported	$	(7,912,187	)	$	(6,529,468	)
Less mineral property expenditures during the year		(787,787	)		-
Loss for the period in accordance with United States GAAP	$	(8,699,974	)	$	(6,529,468	)

The impact of the above differences between Canadian and United States GAAP on the statement of changes in shareholders’ equity, as reported, is as follows:

	Common Shares
	Number		Amount		Deficit			Comprehensive Income		Total
Shareholders’ equity balance as reported at December 31, 2002		8,704,001	$	5,605,372	$	(5,443,763	)	$	-	$	161,609
Less capitalized mineral property costs		-		-		(241,520	)		-		(241,250	)
Shareholders’ equity in accordance with United States GAAP at December 31, 2002		8,704,001	$	5,605,372	$	(5,685,283	)	$	-	$	(79,641	)
Shareholders’ equity balance as reported at December 31, 2003		8,704,001	$	5,738,611	$	(5,756,117	)	$	-	$	(17,506	)
Add back write-off of mineral property costs		-		-		241,520			-		241,520
Shareholders’ equity in accordance with United States GAAP at December 31, 2003		8,704,001	$	5,738,611	$	(5,514,597	)	$	-	$	224,014
Shareholders’ equity balance as reported at December 31, 2004		19,454,001	$	14,593,350	$	(7,457,215	)	$	-	$	7,136,135
Less capitalized mineral property costs		-		-		(761,221	)		-		(761,221	)
Shareholders’ equity in accordance with United States GAAP at December 31, 2004		19,454,001	$	14,593,350	$	(8,218,436	)	$	-	$	6,374,914
Shareholders’ equity balance as reported at March 31, 2003		19,454,001	$	14,718,596	$	(7,912,187	)	$	-	$	6,806,409
Less capitalized mineral property costs		-		-		(787,787	)		-		(787,787	)
Shareholders’ equity in accordance with United States GAAP at March31, 2005		19,454,001	$	14,718,596	$	(8,699,974	)	$	-	$	6,018,622

TLC Ventures Corp. (An Exploration Stage Company)
Notes to Interim Financial Statements
March 31, 2005
Canadian Funds
(Unaudited)

11. Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") - Continued

The impact of the above differences between Canadian and United States GAAP on loss the statement of cash flows, as reported, is as follows:

		Period Ended March 31 2005			Period Ended March 31 2004
Cash flows from operating activities
As reported	$	(161,692	)	$	(217,184	)
Mineral property costs		(26,566	)		-
Per United States GAAP	$	(188,258	)	$	(217,184	)
Cash flows from investing activities
As reported	$	(30,982	)	$	(21,663	)
Mineral property costs		26,566			-
Per United States GAAP	$	(4,416	)	$	(21,663	)

ITEM 18. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 17. Financial Statements.

ITEM 19. EXHIBITS

The following Exhibits are filed with this Registration Statement:

Exhibit Reference #	Name
1.1	Notice of Articles
1.2	Articles, effective August 12, 2004
4.1	Point Leamington Agreement between TLC Ventures Corp. and Rubicon Minerals Corporation and stock purchase agreement dated February 13, 2004 between TLC Ventures Corp. and Rubicon Minerals Corporation.
4.2	Escrow Agreement dated May 7, 2004 among Pacific Corporate Trust Company, TLC Ventures Corp., Ed Farrauto and Richard Henley
4.3	Escrow Agreement dated December 10, 2003 among Pacific Corporate Trust Company, TLC Ventures Corp., Doug Forster and Blayne Johnson
4.4	Agreement dated December 12, 2004 between TLC Ventures Corp. and Endeavor Financial Ltd.
4.5	Strategic Alliance Agreement dated December 11, 2003 between TLC Ventures Corp. and Orogen Holdings (BVI) Ltd.
4.6	Sublease Agreement, dated March 5, 2004, among TLC Ventures Corp., Ontrea Inc. and Forbes Travel International Ltd.
4.7	Stock Option Plan
4.8	Form of Stock Option Agreement for officers and directors
4.9	Form of Indemnity Agreement for officers and directors
15.1++	Consent of Staley Okada & Partners, Chartered Accountants
15.2	Consent of HATCH Associates Ltd.

++ Filed herewith.

All of the other Exhibits were previously filed with the Securities and Exchange Commission.

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Registration Statement on its behalf.


	TLC Ventures Corp., a British Columbia Company

Dated: June 10, 2005	By:	/s/ Dr. Sally L. Eyre
		Dr. Sally L. Eyre
		Chief Executive Officer and Director

Ag	The elemental symbol for silver.
Au	The elemental symbol for gold.
Common Shares	Common Shares without par value in our capital stock.
Cu	The elemental symbol for copper.
Development	Preparation of a mineral deposit for commercial production including installation of plant and machinery and the construction of all related facilities.
Exploration	The prospecting, diamond drilling and other work involved in the searching for ore bodies.
fracture	Breaks in a rock, usually due to intensive folding or faulting.
g/T	Grams per tonne (31.1 g/T = 1.0 troy ounce/tonne).
grade	The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/T) or ounces per ton (oz/T). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
mineral reserve	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined.
mineral resource	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 from specific geological evidence and knowledge.
mineralization	Usually implies minerals of value occurring in rocks.
net smelter returns royalty or NSR	Payment of a percentage of mining revenues after deducting applicable smelter charges.
ore	A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.
outcrop	An exposure of rock at the earth's surface.
oz/T	Troy ounces per tonne.
tonne or "T"	Metric ton = 1,000 kilograms or 1,000,000 grams.
trench	A surficial excavation designed to expose bedrock for sampling.
veins	The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.
Zn	The elemental symbol for zinc.

Name	Business Address	Position
Dr. Sally L. Eyre	Suite 285, 200 Granville Street Vancouver, British Columbia Canada V6C 1S4	Director and Chief Executive Officer
Douglas B. Forster	Suite 285, 200 Granville Street Vancouver, British Columbia Canada V6C 1S4	Director and Audit Committee Member
Dr. Richard Henley	131 Poppet Road Wamboin NSW 2620, Australia	Director and Chairman
John Reynolds	Suite 285, 200 Granville Street Vancouver, British Columbia Canada V6C 1S4	Director
Jeffrey P. Franzen	Suite 285, 200 Granville Street Vancouver, British Columbia Canada V6C 1S4	Director and Audit Committee Member
Edward Farrauto	Suite 700, 900 West Hastings Street Vancouver, British Columbia Canada V6C 1E5	Director and Chief Financial Officer
Blayne Johnson	Suite 285, 200 Granville Street Vancouver, British Columbia Canada V6C 1S4	Director and Audit Committee Member
David Toyoda	Suite 1400, 1055 West Hastings Street Vancouver, British Columbia Canada V6E 2E9	Secretary

	Three Months Ended March 31 2005	Year Ended December 31 2004	Year Ended December 31 2003	Year Ended December 31 2002	Year Ended December 31 2001	Year Ended December 31 2000
	(unaudited)
Revenue	$-	$-	$-	$-	$-	$-
Total Expenses	$(365,360)	$(1,674,678)	$(210,512)	$(63,005)	$(70,090)	$(55,187)
Other Income (Loss)	$(89,612)	$(26,420)	$(101,842)	$858	$401	817
Net Loss	$(454,972)	$(1,701,098)	$(312,354)	$(62,147)	$(69,689)	$(54,370)
Basic and Diluted Loss per Share	$(0.02)	$(0.10)	$(0.04)	$(0.01)	$(0.01)	$(0.01)
Weighted Average Common Shares Outstanding	19,454,001	16,971,078	8,704,001	8,433,590	6,386,193	5,540,302
Balance Sheet
Total Assets	$6,931,048	$7,180,909	$460,869	$275,465	$161,511	$64,481
Total Liabilities	$(124,639)	$(44,774)	$(18,375)	$(113,856)	$(55,255)	$(6,036)
Working Capital	$5,960,681	$6,317,240	$442,494	$(79,911)	$16,736	$18,925
Shareholders' Equity	$6,806,409	$7,136,135	$(17,506)	$161,609	$106,256	$58,445

	Three Months Ended March 31, 2005 (unaudited)	Year Ended December 31, 2004	Year Ended December 31, 2003	Year Ended December 31, 2002
Net Loss	$(481,538)	$(2,462,319)	$(70,834)	$(214,147)
Loss per Share	$(0.03)	$(0.15)	$(0.01)	$(0.03)
Total Assets	$6,143,261	$6,419,688	$460,869	$33,945
Shareholders' Equity	$6,018,622	$6,374,914	$223,744	$79,641

Month	High	Low
May 2005	1.2696	1.2372
April 2005	1.2585	1.2151
March 2005	1.4929	1.1198
February 2005	1.2566	1.2299
January 2005	1.2383	1.1987
December 2004	1.2376	1.1899
November 2004	1.2230	1.1774
October 2004	1.2725	1.2197

Year	Average Exchange Rate
2004	1.30152
2003	1.40146
2002	1.57036
2001	1.54841
2000	1.48520

Calibre Mining (CXBMF) 20FR12G/AInitial registration of securities (foreign private issuers) (amended)