UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549



FORM 20-F



[  ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or



[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2004



or



[  ]

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



Commission file number 0-22672

AURIZON MINES LTD.

(Exact Name of the Registrant as Specified in its Charter)



British Columbia, Canada

(Jurisdiction of Incorporation or Organization)



Suite 900, 510 Burrard Street, Vancouver, British Columbia V6C 3A8

(Address of Principal Executive Offices)



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

NONE



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

Common Stock, Without Par Value

(Title of Class)



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

NONE



Indicate the number of outstanding shares of each of the issuer's classes of capital or Common Stock as of the close of the period covered by the annual report:



|Common Stock, Without Par Value | 103,421,522                                   
|------------------------------- | ----------------------------------------------
|(Title of Class)                | (Number of Outstanding
Shares of Common Stock)





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

Yes   X     No___



Indicate by check mark which financial statement item the Company has elected to follow.

Item 17 X Item 18 ____



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not Applicable









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|TABLE OF CONTENTS                               |     |                                                           
|----------------------------------------------- | --- | ----------------------------------------------------------
|EXPLANATORY NOTES                               | 1   |                                                           
|STATEMENT REGARDING FORWARD LOOKING INFORMATION | 1   |                                                           
|PART I                                          |     |                                                           
|ITEM 1:                                         |     | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS     
|ITEM 2:                                         |     | OFFER STATISTICS AND EXPECTED TIMETABLE                   
|ITEM 3:                                         |     | KEY INFORMATION                                           
|                                                | (A) | Selected Financial Data                                   
|                                                |     | Exchange Rate Data                                        
|                                                | (B) | Capitalization and Indebtedness                           
|                                                | (C) | Reasons For The Offer and Use of Proceeds                 
|                                                | (D) | Risk Factors                                              
|                                                |     | Ability to Continue Operations                            
|                                                |     | Gold Price Volatility                                     
|                                                |     | Mining Risks and Insurance                                
|                                                |     | Uncertainty of Mineral Reserves                           
|                                                |     | Replacement of Mineral Reserves                           
|                                                |     | Financing of Exploration Programs                         
|                                                |     | Government Permits                                        
|                                                |     | Regulations and Mining Law                                
|                                                |     | Reclamation Obligations                                   
|                                                |     | Title to Properties                                       
|                                                |     | Market Risk                                               
|                                                |     | Foreign Exchange and Currency Fluctuations                
|                                                |     | Price Volatility                                          
|                                                |     | Competition to Acquire Gold Mining Properties             
|                                                |     | Conflicts of Interest                                     
|                                                |     | Dependence on Key Personnel                               
|                                                |     | Enforceability of Certain Civil Liabilities               
|ITEM 4:                                         |     | INFORMATION ON THE COMPANY                                
|                                                | (A) | History and Development of the Company                    
|                                                | (B) | Business Overview                                         
|                                                | (C) | Organizational Structure                                  
|                                                | (D) | Property, Plants and Equipment                            
|                                                |     | Sleeping Giant and Dormex Properties, Québec              
|                                                |     | Sleeping Giant Mine                                       
|                                                |     | Location and Ownership                                    
|                                                |     | History and Feasibility Study                             
|                                                |     | Geology                                                   
|                                                |     | Mining of the Deposit                                     
|                                                |     | Mine Infrastructure                                       
|                                                |     | Historical                                                
|                                                |     | Mineral Reserves                                          
|                                                |     | Exploration                                               
|                                                |     | Outlook                                                   
|                                                |     | Dormex Project                                            
|                                                |     | Beaufor Property, Québec                                  
|                                                |     | Location and Ownership                                    
|                                                |     | Casa Berardi Property                                     
|                                                |     | Location and Ownership                                    
|                                                |     | History                                                   
|ITEM 5:                                         |     | OPERATING AND FINANCIAL REVIEW AND PROSPECTS              
|                                                | (A) | OPERATING RESULTS                                         
|                                                |     | YEAR ENDED DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002
|                                                |     | Overview                                                  
|                                                |     | Gold Production                                           
|                                                |     | Revenue                                                   
|                                                |     | Expenses                                                  
|                                                |     | YEAR ENDED DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002

I

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|         |     | Revenue                                                       | 25 | 
|-------- | --- | ------------------------------------------------------------- | -- | 
|         |     | Expenses                                                      | 25 | 
|         |     | (B)      LIQUIDITY AND CAPITAL RESOURCES                      | 26 | 
|         |     | Operating Activities                                          | 26 | 
|         |     | Investing Activities                                          | 26 | 
|         |     | Financing Activities                                          | 27 | 
|         |     | (C)      RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. | 28 | 
|         |     | (D)      TREND INFORMATION                                    | 28 | 
|         |     | (E)      OFF-BALANCE SHEET ARRANGEMENTS                       | 30 | 
|         |     | (F)      TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS        | 30 | 
|ITEM 6:  |     | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                    | 31 | 
|         | (A) | Directors and Senior Management                               | 31 | 
|         | (B) | Compensation                                                  | 33 | 
|         |     | Compensation of Directors and Officers                        | 33 | 
|         |     | Plans                                                         | 34 | 
|         |     | Incentive Stock Options                                       | 35 | 
|         |     | Other                                                         | 36 | 
|         |     | Indemnification Matters                                       | 36 | 
|         | (C) | Board Practices                                               | 37 | 
|         |     | Service Contracts                                             | 37 | 
|         |     | Audit Committee                                               | 38 | 
|         |     | Executive Compensation and Corporate Governance Committee     | 39 | 
|         | (D) | Employees                                                     | 39 | 
|         | (E) | Share Ownership                                               | 39 | 
|ITEM 7:  |     | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS             | 41 | 
|         | (A) | Major Shareholders                                            | 41 | 
|         | (B) | Related Party Transactions                                    | 43 | 
|         |     | Indebtedness to Company of Directors and Officers             | 43 | 
|         | (C) | Interests of Experts and Counsel                              | 43 | 
|ITEM 8:  |     | FINANCIAL INFORMATION                                         | 44 | 
|         | (A) | Consolidated Statements and Other Financial Information       | 44 | 
|         |     | Legal Proceedings                                             | 44 | 
|         |     | Dividend Policy                                               | 44 | 
|         | (B) | Significant Changes                                           | 44 | 
|ITEM 9:  |     | THE OFFER AND LISTING                                         | 45 | 
|         | (A) | Offer and Listing Details                                     | 45 | 
|         |     | Price Ranges and Volume of Shares of Common Stock             | 45 | 
|         | (B) | Plan of Distribution                                          | 45 | 
|         | (C) | Markets                                                       | 45 | 
|         | (D) | Selling Shareholders                                          | 46 | 
|         | (E) | Dilution                                                      | 46 | 
|         | (F) | Expenses of the Issue                                         | 46 | 
|ITEM 10: |     | ADDITIONAL INFORMATION                                        | 46 | 
|         | (A) | Share Capital                                                 | 46 | 
|         | (B) | Memorandum and Articles of Association                        | 46 | 
|         | (C) | Material Contracts                                            | 46 | 
|         | (D) | Exchange Controls                                             | 46 | 
|         | (E) | Taxation                                                      | 47 | 
|         |     | CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES              | 47 | 
|         |     | Dividends on Shares of Common Stock                           | 47 | 
|         |     | Disposition of Shares of Common Stock                         | 48 | 
|         |     | CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS       | 48 | 
|         |     | U.S. Holders                                                  | 49 | 
|         |     | Distributions on Shares of Common Stock                       | 49 | 
|         |     | Foreign Tax Credit                                            | 49 | 
|         |     | Disposition of Shares of Common Stock                         | 50 | 
|         |     | OTHER CONSIDERATIONS                                          | 50 | 
|         |     | Information Reporting and Backup Withholding                  | 51 | 
|         | (F) | Dividends and Paying Agents                                   | 51 | 



II

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|                                         | (G) | Statements by Experts                                       | 51 | 
|---------------------------------------- | --- | ----------------------------------------------------------- | -- | 
|                                         | (H) | Documents on Display                                        | 51 | 
|                                         | (I) | Subsidiary Information                                      | 51 | 
|ITEM 11:                                 |     | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 51 | 
|                                         |     | Commodity Price and Foreign Currency Exchange Rate Risk     | 51 | 
|ITEM 12:                                 |     | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      | 52 | 
|PART II                                  |     |                                                             | 52 | 
|ITEM 13:                                 |     | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES             | 52 | 
|ITEM 14:                                 |     | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS    | 52 | 
|ITEM 15:                                 |     | CONTROLS AND PROCEDURES                                     | 52 | 
|ITEM 16A:                                |     | AUDIT COMMITTEE FINANCIAL EXPERT                            | 52 | 
|ITEM 16B:                                |     | CODE OF ETHICS                                              | 53 | 
|ITEM 16C:                                |     | PRINCIPAL ACCOUNTANT FEES AND SERVICES                      | 53 | 
|                                         |     | Fees                                                        | 53 | 
|                                         |     | Audit Committees Pre-Approval Policies And Procedures      | 53 | 
|ITEM 16D:                                |     | EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   | 53 | 
|ITEM 16E:                                |     | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED |    | 
|                                         |     | PURCHASERS                                                  | 53 | 
|ITEM 17:                                 |     | FINANCIAL STATEMENTS                                        | 53 | 
|ITEM 18:                                 |     | FINANCIAL STATEMENTS                                        | 54 | 
|ITEM 19:                                 |     | EXHIBITS                                                    | 54 | 
|GLOSSARY OF MINING TERMS AND DEFINITIONS | 56  |                                                            
|SIGNATURES                               |     |                                                             | 58 | 
|Exhibit Index                            |     |                                                             | 59 | 



III

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EXPLANATORY NOTES

In this annual report, the terms Company, us, we and Aurizon mean Aurizon Mines Ltd., its predecessors and subsidiaries.

Certain terms used herein are defined in the Glossary of Mining Terms and Definitions found at page 56 of this annual report.

In this annual report, unless otherwise indicated or unless the context otherwise requires, all dollar amounts are expressed in Canadian dollars and all references to US$ are to U.S. dollars.

STATEMENT REGARDING FORWARD LOOKING INFORMATION

Certain statements in this annual report on Form 20-F under the captions Item 3:  Risk Factors, Item 4:  Information on the Company - Business Overview, Item 5:  Operating and Financial Review and Prospects" and Item 11:  Quantitative and Qualitative Disclosures about Market Risk and elsewhere in this annual report and the documents incorporated herein by reference constitute "forward-looking statements" within the meaning of the U.S. federal securities laws.  Some forward-looking statements may be identified by such terms as believes, anticipates, intends or expects.  These forward-looking statements are based on the Companys current expectations and projections about future events and financial trends affecting the financial condition of its business and the industry in which it operates.  Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors including the factors set forth in other filings with the Canadian securities commissions and the United States Securities and Exchange Commission (the Commission), which may cause the actual results, performance or achievements of the Company, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following:  general economic and business conditions, which will, among other things, impact demand for gold and other metals produced by the Company; industry capacity; the ability of the Company to implement its business strategy; changes in, or the unintentional failure to comply with, government regulations (especially safety and environmental laws and regulations); changes in the uses of gold; gold price volatility; increased competition; mining risks; exploration programs not being successful; inability to obtain financing; actual mineral reserves being lower than those estimated; inability to obtain or, cancellation of, government permits; changes to regulations and mining law; increased reclamation obligations; title defects with respect to properties; and foreign exchange and currency fluctuations.  Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements.  The Company disclaims any obligation to update or revise any written forward-looking statements whether as a result of new information, future events or otherwise.

PART I

ITEM 1:

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2:

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3:

KEY INFORMATION

(A)

Selected Financial Data

The following table sets forth selected consolidated financial information with respect to the Company for the periods indicated and is extracted from the more detailed consolidated financial statements included herein.  The selected financial data set forth below for the five years ended December 31, 2004 are derived from audited financial statements, and are stated in Canadian dollars.  (On December 31, 2004, the noon buying rate as quoted by the Federal Reserve Bank of New York was 0.7966 Canadian dollars per one US$.)  The selected financial data have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which differ in many respects from generally accepted accounting principles in the United States (U.S. GAAP).  A discussion of measurement differences between Canadian GAAP and U.S. GAAP is contained in Note13 to the consolidated financial statements.  The following table should be read in conjunction with Item 5:  Operating and Financial Review and Prospects", and the consolidated financial statements and related notes included herein in Item 8.



1

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Financial Information for the Last Eight Quarters Prepared in Accordance with Canadian GAAPQuarter EndedDec. 31
2004Sept. 30
2004June 30
2004March 31
2004Dec. 31
2003Sept. 30
2003June 30
2003March 31
2003$$$$$$$$(in thousands, except per share amounts)Revenues4,9244,4245,3263,6825,5414,7883,7614,170Net Income (Loss)(4,899)(273)(228)(296)49(39)(259)(53)Net Income
 (Loss) per share(0.05)(0.00)(0.00)(0.00)0.00(0.00)(0.00)(0.00)




The highest quarterly ore throughput in 2004 was in the second quarter, during which above average ore grades were achieved, resulting in the lowest cash operating costs of US$285 per ounce.  In the fourth quarter of 2004, the non-cash impairment write-down of Sleeping Giant totaling $4.7 million resulted in the largest quarterly loss of the year.

Revenue in the fourth quarter of 2003 reached the highest level of any of the past eight quarters as a result of achieving the highest gold output and ore grades, and as a consequence generated the only quarter of positive earnings.  In the second quarter of 2003, operations were impacted by a change in mining methods, which resulted in a shortfall of ore production.





Financial Data Prepared in Accordance With Canadian GAAPFiscal Years Ended December 31,20042003200220012000$$$$(in thousands, except per share amounts)As restatedRevenue17,51817,48616,37313,88124,032Interest and Other Income837774627692377Net Earnings (Loss) for the YearTotal(5,696)(301)(2,944)(6,235)(8,533)Per Common Share(0.06)(0.00)(0.06)(0.16)(0.22)Per Common Share Diluted(0.060(0.00)(0.06)(0.16)(0.22)Total Assets86,15178,61143,49230,19436,401Long-Term Debt---4,204-Capital Stock131,763121,75183,19662,85062,334Convertible Debentures  Equity--6,5186,5186,518Net Assets74,00569,65337,50220,19925,819




2



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During the past five years, the Company has neither paid nor declared dividends on its shares of Common Stock.

Financial Data Prepared in Accordance With U.S. GAAPFiscal Years Ended December 31,2004
$2003
$2002
$2001
$2000
$(in thousands, except per share amounts)Revenue18,05317,32416,25014,45825,805Interest and Other Income837774627692377Net Earnings (Loss) for the YearTotal(5,062)1,033(2,990)(4,130)(5,450)Per Common Share(0.05)0.01(0.06)(0.11)(0.14)Per Common Share Diluted(0.05)0.01(0.06)(0.11)(0.14)Total Assets77,14968,97434,45520,25625,387Long -Term Debt-6,96211,1086,847Net Assets63,86060,01617,5773213,836Capital Stock131,102122,23383,19662,85062,334




Exchange Rate Data

The following table sets out the high and low exchange rates for each month during the previous six months, expressed as one Canadian dollar per US$, in each case based on the inverse of the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York.  As of March 28, 2005, the inverse of the noon buying rate as quoted by the Federal Reserve Bank of New York was CDN$1.00 equals US$0.7766.



20052004February
January
December
November
October
SeptemberHigh for Period0.75370.74380.75780.75990.77370.7274Low for Period0.79830.77060.80180.81440.822540.7806


The following table sets forth the average rates of exchange in effect on the last day of the month in each of the last five years for the Canadian dollar, expressed as set forth above.

For the Years Ended December 31,2004
2003
2002
2001
2000Average0.698330.71860.63680.64440.6725


(B)

Capitalization and Indebtedness

Not applicable.

(C)

Reasons For The Offer and Use of Proceeds

Not applicable.

(D)

Risk Factors

The following is a brief discussion of those distinctive or special characteristics of Aurizons operations and industry, which may have a material impact on, or constitute risk factors in respect of Aurizons financial performance.



3



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Ability to Continue Operations

The Company relies on the Sleeping Giant Mine as its only current source of operating cash flow.  However, in 2005, Sleeping Giant's capital expenditures are estimated to exceed its operating cash flow by $800,000.  Production based on current mineral reserves is expected to continue for approximately 3 years, although this is an estimated figure that  may be subject to change.  Additional production and, in turn, the results of the Company, will be dependent on the results of future exploration and development programs and its ability to discover new mineral reserves.

As at December 31, 2004, the Company had cash of $11.9 million and working capital of $12.2 million.  Management estimates that financings of $50 million will be required in early 2005 to provide sufficient working capital to meet its planned operating and capital expenditures for the 2005 fiscal year, but cannot provide any assurance that it will be able to obtain such capital on commercially reasonable terms, or at all, or that these sources will adequately fund its future capital and operational requirements or that alternative financing will be available, if required.  Further funding will be required to complete the pre-production work necessary to bring Casa Berardi to commercial production.  Please refer to Item 11:  Quantitative and Qualitative Disclosures about Market Risk.

Gold Price Volatility

The Company's results are highly sensitive to changes in the price of gold.  Gold prices fluctuate and are affected by numerous factors, including expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic crises and governmental policies with respect to gold holdings by central banks.  The demand for and supply of gold affects gold prices but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.  The demand for gold consists primarily of jewelry and investment demand.

The volatility of gold prices is illustrated by the following table of the high, average and low gold prices per ounce on the London Metals Exchange bullion market.  (Source of Data - Gold Fields Mineral Services Ltd. and the London Bullion Market Association (LBMA))

|Year | High  | Average | Low  
|---- | ----- | ------- | -----
|     | U.S.$ | U.S.$   | U.S.$
|1994 | $396  | $384    | $370 
|1995 | $396  | $384    | $372 
|1996 | $415  | $388    | $367 
|1997 | $362  | $331    | $283 
|1998 | $313  | $294    | $273 
|1999 | $325  | $279    | $253 
|2000 | $313  | $264    | $279 
|2001 | $293  | $271    | $256 
|2002 | $349  | $310    | $278 
|2003 | $416  | $363    | $320 
|2004 | $454  | $409    | $375 
|     |       |         |      

On March 29, 2005, the afternoon fixing for gold on the London Metals Exchange was US$425.80 per ounce.  Gold prices on the London Metals Exchange are regularly published in most major financial publications and many nationally recognized newspapers.  There can be no assurance that the price of gold will be such that the Companys properties can be mined at a profit.

Mining Risks and Insurance

The business of gold mining is subject to certain types of risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected changes to rock formations, changes in the regulatory environment, cave-ins and flooding and gold bullion losses.  Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.  Any payments made with regards to such liabilities may have a material adverse effect on Aurizons financial position.  The Company carries insurance to protect itself against certain risks of mining and processing to the extent that is economically feasible but which may not provide adequate

4



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coverage in certain unforeseen circumstances.  In addition, the Company may become subject to liability for pollution, cave-ins, or other hazards against which it cannot insure or against which it may elect not to insure because of high premium costs or other reasons or the Company may become subject to liabilities that exceed policy limits.  In such cases, the Company may be required to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Uncertainty of Mineral Reserves

Although the Company has carefully prepared the mineral reserves figures included herein and believes that the method of estimating mineral reserves has been verified by mining experience and production history, such figures are estimates, and no assurance can be given that the indicated gold will be produced.  In addition, mineral reserve grades, mill recoveries and tonnage actually realized by the Company may differ from estimates.

The Companys mineral reserves consist of the estimated quantities of mineralized material, which, on the basis of geological and engineering data, can be demonstrated with a reasonably high degree of certainty to be recoverable by established mining and treatment methods.  Only that material estimated to contain mineral values in excess of cutoff grades required to cover the cost of estimated mining operations is included.

The Company adjusts its mineral reserves annually by the amount extracted in the previous year, by the additions and deletions resulting from new geological information and interpretation, and from changes in operating costs and metal prices. Mineral reserves are not revised in response to short-term cyclical price variations in metal markets.

Short-term factors relating to the mineral reserves, such as the need for orderly development of ore bodies or the processing of new or differing grades, may impair the profitability of a mine in any particular accounting period.

Replacement of Mineral Reserves

There are a number of uncertainties inherent in any program relating to the location of economic mineral reserves, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities and the appropriate financing thereof.  Accordingly, there can be no assurance that the Companys programs will yield new mineral reserves to replace mined reserves and to expand current mineral reserves.

Financing of Exploration Programs

There are mineral reserves established on Aurizon's Sleeping Giant and Casa Berardi properties, but Aurizon may carry out further exploration on these properties with the objective of establishing additional economic mineral reserves. Exploration for minerals is a speculative business necessarily involving a high degree of risk.  It is not known if the expenditures to be made by Aurizon on its mineral properties will result in discoveries of commercial mineral reserves.  If Aurizon's efforts are not successful at individual properties, the expenditures at those properties will be written off.  If Aurizon's exploration programs are successful, additional funds may be required for the development of economic mineral reserves in order to achieve commercial production.  In addition, the exploration and development of Aurizon's properties may depend upon Aurizon's ability to obtain financing through the joint venturing of projects, sale of property interests, debt financing, equity financing or other means.  There is no assurance that Aurizon will be successful in obtaining the required financing on commercially reasonable terms, or at all.  The inability of the Company to obtain necessary financing could have a material adverse effect on the Companys ability to explore and develop its properties.

Government Permits

In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations.  Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings on the part of the Company.  The duration and success of permitting efforts are contingent upon many variables not within the Companys control.  Environmental protection permitting, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority.  There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed those previously estimated by the Company.  It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Company would not proceed with the development or operation of a mine or mines.

5



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Regulations and Mining Law

The Companys mining operations and exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing exploration, development, production, exports, taxes, labor standards, occupational health and safety, solid and hazardous waste handling and disposal, monitoring, protection and remediation of the environment, reclamation, mine safety, toxic substances, air and water quality and other matters.  Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating and closing mines and other facilities.  It is possible that the costs and delays associated with compliance with such laws and regulations could become such that the Company would not proceed with the development or continue the operation of a mine or mines.

The Company has expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and the Company anticipates that it will continue to do so in the future.  The Company believes that it is currently in substantial compliance with environmental laws and regulations.  There can be no assurance that additional significant costs and liabilities will not be incurred to comply with current and future requirements.  Moreover, it is possible that future developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to natural resources, property and persons resulting from the Companys operations, could require the Company to modify or curtail its operations or could result in substantial costs and liabilities.

Reclamation Obligations

Reclamation requirements may change and vary depending on the location and the government regulatory body, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance land forms and vegetation.

All of the Companys operations are subject to reclamation, site restoration and closure requirements.  Costs related to ongoing site restoration programs are expensed when incurred.   The Company calculates its estimates of the ultimate reclamation liability based on current laws and regulations and the expected future costs to be incurred in reclaiming, restoring and closing its operating mine sites. It is possible that the Companys estimate of its ultimate reclamation liability could change in the near term due to possible changes in laws and regulations and changes in cost estimates.

Title to Properties

While the Company has verified title to its properties according to usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company's title.  The most recent title opinion with respect to Aurizons 50% undivided interest in the mining rights to the Sleeping Giant Mine property, and with respect to Aurizons 100% undivided interest in the mining rights of its Casa Berardi Mine, is dated as of March 31, 2005.  Since that date, Aurizon has not obtained title reports with respect to certain of its mineral properties and such properties may be subject to prior unregistered agreements or transfers or aboriginal land claims, and title may be affected by undetected defects.

Market Risk

Foreign Exchange and Currency Fluctuations

Currency fluctuations may affect the cash flow which the Company will realize from its operations since its products are sold in world markets in United States dollars and a significant portion of the Company's operating costs are incurred primarily in Canadian dollars.  Although the Company has hedging programs in place to reduce some risks associated with foreign exchange exposure, there can be no assurance that such hedging strategies will be successful or that foreign exchange fluctuations will not materially adversely affect the Company's financial performance and results of operations.  Please refer to Item 11: Quantitative and Qualitative Disclosures about Market Risk.

6



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Price Volatility

The Company periodically  enters into commodity contracts to mitigate the risk associated with price volatility of the commodities it produces.  The Company enters into contracts to provide a minimum price for anticipated future gold production, primarily through the use of option and spot deferred contracts for gold.

Realization under the hedge contracts is dependent upon the ability of the counterparties to perform in accordance with the terms of the contracts; however, the Companys credit risk is limited to unrealized gains existing at any time.  The Company attempts to minimize its credit exposure by spreading its exposure among several counterparties.

Competition to Acquire Gold Mining Properties

Significant and increasing competition exists for the limited number of opportunities to acquire gold mining properties in Canada, the U.S. and elsewhere.  As a result of this competition, some of which is with large established mining companies having substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire future potential gold mining properties on terms it considers acceptable.

Conflicts of Interest

Certain of the directors of Aurizon are also directors and officers of other companies engaged in mineral exploration and development and mineral property acquisitions.  Accordingly, mineral exploration opportunities or prospects of which such persons become aware will not necessarily be made available to Aurizon.  The directors and officers intend, however, to allocate these to such companies on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate.  Although such persons have been advised of their fiduciary duties to Aurizon, there exist actual and potential conflicts of interest among these persons and situations could arise in which their obligations to or interests in other companies could detract from their efforts on behalf of Aurizon.

Dependence on Key Personnel

Aurizons President and Chief Executive Officer, David P. Hall, and its Executive Vice-President and Chief Financial Officer, Ian S. Walton, are instrumental in the management and day to day operations of the Company.  David P. Hall is a Chartered Accountant who has been a Director and Officer of Aurizon since its incorporation in 1988.  Ian S. Walton is also a Chartered Accountant who has been an Officer of Aurizon since its incorporation in 1988 and a Director since 1993.  In addition, Aurizons General Manager, Quebec, Mr. Michel Gilbert, is significantly involved in managing the Companys exploration and development activities in Quebec.  The Company depends on key personnel and cannot provide assurance that it will be able to retain such personnel.  Failure to retain such key personnel could have a material adverse effect on the Companys business and financial condition.

Enforceability of Certain Civil Liabilities

Aurizon is incorporated under the British Columbia Company Act (the BCCA) and all of its assets are located outside the United States.  All of Aurizons directors and officers reside outside the United States, and most of their assets are located outside the United States.  Therefore, it may be difficult for U.S. investors to sue Aurizon or its directors, officers, controlling persons, accountants or attorneys.  If a lawsuit is successful, it may be difficult to collect any money awarded.

ITEM 4:

INFORMATION ON THE COMPANY

(A)

History and Development of the Company

Aurizon was incorporated on April 8, 1988 under the name 343318 B.C. Ltd., by filing a memorandum and articles with the Registrar of Companies under the BCCA.  On August 10, 1988, Aurizon's name was changed to "Aurizon Mines Ltd." in its English form and "Mines Aurizon Ltee." in its French form.  Pursuant to a statutory arrangement (the "Arrangement") carried out under section 276 of the BCCA, Aurizon acquired all of the assets and assumed all of the liabilities of two predecessor companies, D'Or Val Mines Ltd. ("D'Or Val") and Perron Gold Mines Ltd. ("Perron"), effective as at August 24, 1988.  Under the Arrangement, shareholders of D'Or Val received 0.4167 shares of Common Stock of Aurizon for each share of D'Or Val held, and shareholders of Perron received 0.5 shares of Common Stock of Aurizon for each share held.  D'Or Val and Perron were both reporting companies under applicable Canadian securities laws at the time of the Arrangement.  The shares of D'Or Val were listed for trading on the Toronto, Montreal and Vancouver Stock Exchanges, and the shares of Perron were listed for trading on the Montreal and Vancouver Stock Exchanges.  Pursuant to the Arrangement, D'Or Val and Perron were amalgamated as "Amalgamated D'Or Val Perron Mines Ltd." immediately prior to the transfer of their assets to Aurizon, and the amalgamated company was then dissolved without winding up under the court order giving effect to the Arrangement.

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During the past three years, the Companys major capital and exploration spending programs have occurred at the Casa Berardi and Sleeping Giant mines.  At Casa Berardi, the Company has invested $45.9 million during this period, while at the Sleeping Giant Mine, $13.1 million has been invested in exploration, development and capital expenditures.  These programs were financed from 2002 opening cash balances, positive operating cash flow generated in the past three years, from equity financings completed in 2002 totaling $20 million; from equity financings completed in 2003 totalling $32 million; and from the issuance of shares and the receipt of Quebec refundable tax credits in 2004 totalling $10 million and $2.8 million, respectively.

During the first quarter of 2005, work will consist of driving the 550 metre track drift south and east of the 113 Zone to permit further exploration and infill drilling of the lower portion of the 113 Zone and the 118-122 Zones.  Assuming pre-production work commences at the beginning of the second quarter of 2005, nearly $50 million is expected to be invested at Casa Berardi during 2005.  Surface infrastructure work will include the installation of the hoist and electrical sub-station on foundations constructed in 2004; the construction of the headframe and hoist buildings; and the commencement of the mill refurbishing in the third quarter of 2005.  Underground development in 2005 will include an expected 640 metres of shaft sinking; 1,400 metres of ramping; 1,500 metres of drifting; 250 metres of raising; and 3,100 metres of development in ore mineralization.

Included in the budget for Casa Berardi is approximately 66,000 metres of exploration and definition drilling.  Two underground drill rigs will remain active throughout 2005 in the West Mine area, drilling from the 550 metre level.  These rigs will test the dip extension of Zone 113 from the 900 metre level down to 1,100 metres below surface. Definition drilling will also be initiated up to 500 metres east of Zone 113 in order to upgrade the quality of the known inferred mineral resources and increase the mine life.  Surface drilling will continue in the East mine area and west of the West mine.

Sleeping Giant will require $2.3 million of exploration, development, and capital expenditures in 2005, of which $1.0 million is required to complete the additional development work associated with the recent shaft deeping.  Also included in the Sleeping Giant budget is nearly 1,600 metres of drifting and 52,000 metres of diamond drilling

Management estimates that financings of $50 million will be required in early 2005 to provide sufficient working capital to meet the above planned operating and capital expenditures, but cannot provide any assurance that it will be able to obtain such capital on commercially reasonable terms, or at all.

The head office and principal office address of Aurizon is located at Suite 900 - 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada, telephone (604) 687-6600.

(B)

Business Overview

Aurizon is a Canadian-based gold mining company with operations, development  and exploration activities in the gold producing Abitibi region of north-western Québec.  There is no seasonality to the Companys gold mining business.  Aurizon owns 50% of the Sleeping Giant Mine and owns 100% of the Casa Berardi Property, all of which are located in the Abitibi region.

Aurizon's properties are at various stages of exploration and development.  Mineral reserves have been estimated for the Sleeping Giant Mine, which is in production, and the Casa Berardi property, upon which an updated  feasibility study has been completed.   A detailed description of each of these properties is found under Property, Plants and Equipment in Item 4, Information on the Company.

All revenue during the past three years has been from operations at the Sleeping Giant  Mine, with the exception of the sale of surplus mining equipment, gold recoveries from idle mill facilities, and royalty income from the Beaufor Mine.

Interests in properties other than those described in Item 4 below have, at various times, been acquired; however, projects where exploration programs did not produce encouraging results have been abandoned and the associated costs written off.  A description of the Companys properties and its operations at such properties is found under the heading Property, Plants and Equipment in Item 4 herein.  Gold can be readily sold on numerous markets throughout the world and it is not difficult to ascertain

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its market price at any particular time.  Gold dore bars that may be produced by the Company's mining operations are being and will continue to be refined by commercial refineries and the gold and silver produced is subsequently sold by the Company on the basis of the quoted selling prices of gold and silver on the applicable metals exchange on the date of sale.  The Company believes that because of the availability of refiners, each able to supply all services that would be required by the Company, no material adverse effect would result if the Company lost the services of its current refiners.

Because of the large number of available gold purchasers, the Company believes that it is not dependent upon the sale of gold to any one customer, the loss of which would have a material adverse effect on the business of the Company.

A statement regarding the Companys competitive position is disclosed in Item 3: Key Information, under Competition to Acquire Gold Mining Properties of the section titled Risk Factors.

A description of the material effects of government regulations on the Companys business is disclosed in Item 3: Key Information, under Government Permits and Regulations and Mining Law in the section titled Risk Factors.

Aurizon intends to continue to grow through the development of its current mineral properties.  Aurizon has experienced technical personnel in Val dOr and La Sarre, Québec.  Exploration and development activities are conducted directly by Aurizon's staff or by persons specifically engaged for a particular activity.  Contractors, under the supervision of Aurizon's staff, are engaged to carry out the construction, underground mine development and diamond drill activities.

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(C)

Organizational Structure

[main20f002.gif]The following chart sets out Aurizons corporate structure and the mineral properties owned.









(D)

Property, Plants and Equipment

Sleeping Giant and Dormex Properties, Québec

Sleeping Giant Mine

The Sleeping Giant Mine recommenced commercial operations in July, 1993 and has produced 702,571 ounces of gold from July, 1993 to December 31, 2004.

Location and Ownership

The Sleeping Giant Mine is an underground mine which is located 80 kilometers north of the town of Amos in north-western Quebec.  Highway 109, which connects Amos and Mattagami, runs through the property. The property covers an area of 2,885 hectares comprising three mining leases and 63 mineral claims.

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The Company owns a 50% interest (subject to certain royalty interests described below) in the Sleeping Giant Mine, related mill facilities and property pursuant to an agreement (the Cambior Agreement) with Cambior Inc. (Cambior), and Cambior owns the remaining 50% interest.  Title to the Sleeping Giant Mine property is subject to a 2% royalty on gross operating earnings held by Central Asia Goldfields Corporation ("Central Asia") and a 15% net profit interest held by Mattagami Lake Exploration Ltd. (Mattagami) on the greater part of the Sleeping Giant Mine property. Royalty payments are not expected in the foreseeable future due to the significant costs accumulated in the royalty accounts.

During 1998, the Company issued convertible debentures secured by its 50% interest in the Sleeping Giant Mine.  The convertible debentures were converted to Common Shares of the Company in 2003.  As a result, all encumbrances related to debentures and the Companys 50% interest in the Sleeping Giant Mine were released.

Cambior is the operator of the Sleeping Giant Mine Property pursuant to the terms of the Cambior Agreement.

History and Feasibility Study

Initial exploration on the Sleeping Giant property was conducted by Mattagami in 1976.  In 1983, Perron, a predecessor company of Aurizon, optioned the property from Mattagami and, in 1985, owned a 100% interest in the property, subject to a 15% net profits interest, by incurring exploration expenditures of $2 million and making a cash payment of $500,000 to Mattagami. (See History and Development of the Company under Item 4, Information on the Company.)  Between 1984 and 1987, sufficient mineral reserves had been outlined to begin development work.  Commercial production began in 1988, however reserve depletion resulted in a shutdown of operations in 1991.

On June 26, 1990, the Company signed an agreement with Cambior whereby Cambior acquired a 50% interest in the Sleeping Giant Mine by incurring total exploration and development expenditures of $12 million; and a 50% interest in property surrounding the minesite referred to as the Dormex Property, subject to incurring expenditures of $1.5 million by July, 1994.

An exploration and development program funded by Cambior during 1991-1993 led to the delineation of additional mineral reserves and to Cambiors acquisition of a 50% interest in the property.  Cambior completed a feasibility study in July, 1992.  During pre-production, Cambior refurbished the mill and completed drift development, stope preparation and purchased new underground equipment, necessary for the resumption of mining.  Commercial operations re-commenced in July, 1993.

Geology

Gold mineralization at Sleeping Giant occurs with sulfides in quartz veins, which cut a series of volcanic and intrusive rocks within the Abitibi Belt.  Unlike most large gold deposits in the Abitibi Belt, the Sleeping Giant ore body is not within a major shear zone.

The mine contains two major sets of veins located on either side of a dacite intrusive.  The gold veins differ significantly in orientation and dimension with respect to their position relative to the intrusive.  To the north of the intrusive, the veins are oriented east-west, dip sharply (55° - 75°) to the south and average about 30 to 50 cm in thickness.  The veins are continuous over 700 metres vertically and 300 metres horizontally.  The vein systems to the south of the intrusive are more complex and are composed of four groups of veins. The veins south of the intrusive average 15-20 cm in thickness and dip about 35° to 55o.  The best structure to the south is Zone 8, which now has been extended over 500 metres vertically and 500 metres horizontally.  These veins show a progressive change in orientation and tend to be less continuous than the veins on the north side of the intrusive.

Mining of the Deposit

The mine and mill operate on a 4 days per week schedule.   Access to the Sleeping Giant mine is by a vertical shaft.  In 2003, a decision was made to deepen the production shaft by 200 metres to provide three new working levels.    To date, 14 levels on 60 metre intervals have been developed from the shaft into the ore zones.   The shaft sinking reached the targeted depth in December 2003.  Infrastructure work in 2004 included the installation of pumps, a rock breaker, ore handling equipment; and the construction of an ore pass, waste pass, and ventilation raises. Given the ore's physical characteristics, shrinkage stoping has, historically, been used for mining operations.    Room and pillar and room and post mining methods are also used.  Shrinkage stopes are mined using handheld drills and mucking machines (rail-mounted and rubber-tired).  Ore is loaded into rail cars, hauled to the ore pass and hoisted to the surface.  Each ore block is developed with at least one raise, which is driven by conventional methods.  Approximately twenty-five stopes are in operation in order to maintain a production schedule of approximately 150,000 tonnes annually with the balance of ore provided from drift and raise development headings.  Stopes are not backfilled, as ground conditions in the mine are excellent.

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Approximately 250 people are employed at the mine, of which the majority are unionized hourly employees. A collective agreement covering the period from August 1, 2002 to July 31, 2007 exists between Cambior and the United Steelworkers of America.  Cambior's Val d'Or office provides selected administrative and technical services.

Mine Infrastructure

The Sleeping Giant property includes a mill, head-frame, pumping station, electrical substation, tailings pond, warehouse, administration building, maintenance and electrical shops and assay lab.  Hydro Québec provides electrical power.

The Sleeping Giant mill processes approximately 800-900 tonnes/day (design capacity of 900 tonnes/day) on a 4-5days per week basis.  Ore is crushed in a series of cone crushers and fed to one rod mill and two ball mills.  The ore is leached with cyanide in a standard carbon-in-leach (CIL) plant and gold is recovered in the electrowinning circuit.

Underground infrastructure includes maintenance areas, ore and waste passes, and a hydraulic rock breaker and grizzly located on Level 785 and 975.  Loading pockets are located 27 metres below the grizzly.

Historical

Annual production (100%) at the Sleeping Giant Mine, since the recommencement of operations by Cambior in July, 1993 was as follows:



|                                    | Ore Milled | Average
Millhead Grade | Mill
Recoveries    | Gold
Production | Total Cash
Cost/oz
|----------------------------------- | ---------- | ---------------------- | ------------------ | --------------- | ------------------
|                                    | (Tonnes)   | Grams of
Gold/tonne    | Ounces of
gold/ton |                 | (Ounces)
100%     
|July 15 to Dec. 31, 1993            | 90,630     | 8.49                   | 0.25               | 92.6%           | 22,896            
|1994                                | 122,120    | 11.47                  | 0.33               | 95.5%           | 43,003            
|1995                                | 124,522    | 12.45                  | 0.36               | 96.4%           | 48,042            
|1996                                | 131,089    | 12.48                  | 0.36               | 96.4%           | 50,683            
|1997                                | 147,940    | 10.78                  | 0.31               | 96.6%           | 49,521            
|1998                                | 191,778    | 11.97                  | 0.35               | 96.7%           | 71,362            
|1999                                | 208,408    | 11.96                  | 0.35               | 94.2%           | 75,482            
|2000                                | 221,250    | 11.14                  | 0.32               | 98.4%           | 77,961            
|2001                                | 214,067    | 9.60                   | 0.28               | 96.7%           | 63,859            
|2002                                | 202,852    | 10.45                  | 0.30               | 97.0%           | 66,136            
|2003                                | 176,494    | 12.09                  | 0.39               | 97.0%           | 66,608            
|2004                                | 192,950    | 11.10                  | 0.32               | 97.1%           | 67,018            
|Production with Cambior as operator | 2,024,100  | 11.19                  | 0.33               | 96.5%           | 702,571           



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The following revenues and expenses were achieved by the Company at the Sleeping Giant mine on a cost per ounce of gold basis during 2004 and 2003:

20042003CDN$
  
(per ozof gold)US$
  
(per ozof gold)CDN$
  
(per ozof gold)US$
  
(per ozof gold)Revenue534410525375Mine operating costs(1)408(314)(373)(266)Depreciation and depletion109(84)(83)(59)Operating Profit17126950


(1)

The mine operating costs include management fees, but exclude exploration, deferred development and corporate expenses.  Exploration and development costs for 2004 totaled $ 3.6 million.  The 2004 and 2003 operating costs have been converted into US$ at the Bank of Canada noon rates of CDN$1.3015 and CDN$1.4015 to US$1.00, respectively, the average exchange rates for 2004  and 2003.

Mineral Reserves

The following table reflects the Companys 50% interest of the fully diluted proven and probable mineral reserves at the Sleeping Giant Mine.  The mineral reserves were determined by Cambior's technical personnel, using a gold price of US$400 per ounce in 2004 and US$350 per ounce in 2003.  With respect to National Instrument 43-101 of the Canadian Securities Administrators, the qualified persons responsible for the mineral reserve calculations are F. Blanchet and  D. Vallieres, Chief Geologist and Chief Engineer, respectively, at the Sleeping Giant Mine.  Cambior is the operator of the Sleeping Giant Mine and has a 50% interest in the mine.  Although the mineral reserve figures presented below and elsewhere in this document have been carefully prepared and verified and the Company believes that the method of estimating mineral reserves has been verified by mining experience, such figures are estimates, and no assurance can be given that the indicated level of gold will be produced.

SLEEPING GIANT MINE

MINERAL RESERVES AS AT DECEMBER 31

(AURIZON'S 50% SHARE)



| | 2004 |  | 2003
| | ---- |  | ----



|            |         |       |          |          |  |         |       |          |         
|----------- | ------- | ----- | -------- | -------- |  | ------- | ----- | -------- | --------
|CATEGORY    |         | GRADE | GOLD     |          |  | GRADE   | GOLD 
|            | TONNES  | (g/t) | (oz/ton) | (ounces) |  | TONNES  | (g/t) | (oz/ton) | (ounces)
|            |         |       |          |          |  |         |       |          |         
|Proven(1)   | 97,500  | 11.6  | 0.34     | 36,300   |  | 75,000  | 11.2  | 0.36     | 26,950  
|Probable(1) | 146,500 | 11.7  | 0.34     | 55,300   |  | 134,000 | 12.1  | 0.39     | 52,250  
|            |         |       |          |          |  |         |       |          |         
|Total(2)(3) | 244,000 | 11.7  | 0.34     | 91,600   |  | 209,000 | 11.8  | 0.38     | 79,200  

(1)

The mineral reserves represent mine grades and do not reflect losses incurred in the recovery process.  Recovery rates since 1993 have averaged 96%.  High grade assays have been reduced to grades varying from 1.6 ounces/ton to 7.3 ounces/ton depending upon the particular ore structure.  Based on mining experience, an allowance for mining dilution of 15% at 0 grade has been made.  A cutoff grade varying from 0.25 ounces/ton to 0.27 ounces/ton, depending on the mining method, was used to estimate mineral reserves.

(2)

The summation is appropriate as the difference in assurance between proven and probable mineral reserves cannot be readily defined.

(3)

Mineral reserves were calculated by the technical personnel of the Sleeping Giant mine under the supervision of Francois Blanchet, P. Eng., Chief Geologist and Daniel Vallieres, P. Eng., Chief Engineer of the Sleeping Giant Mine using a long-term gold price of US$400 per ounce in 2004 and US$350 per ounce in 2003.

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Exploration

More than 51,000 metres of exploration and reserve development drilling, together with 1,300 metres of development drifting, were completed in 2004, which resulted in the discovery of new mineral reserves.

Outlook

Aurizons share of targeted production from Sleeping Giant for 2005 is 27,800 ounces of gold at an estimated total cash cost of US$358 per ounce.  The 2005 mine plan anticipates mill throughput of approximately 162,000 tonnes at an average gold grade of 11.0 grams per tonne.

A 52,000 metre reserve development drill program is planned in 2005 in order to convert known resources into reserves and to discover new reserves.  The shaft deepening was completed in late December, 2003 and the related shaft bottom infrastructure was completed in the first half of 2004.  Aurizons share of capital expenditures for 2005 is estimated at $2.3 million.

A review of Sleeping Giant's year-end updated mineral reserves together with a life-of-mine plan resulted in the recognition of an impairment in the carrying value of this asset.  Despite an increase in mineral reserves at the end of 2004 compared to those determined at the end of 2003, a valuation impairment has occurred for the following reasons:

- Capital costs incurred in 2004 together with future expected capital costs have risen due to lower productivities and delays in lateral development of the lower portion of the mine.
- Future expected profit margins have narrowed as a strong Canadian dollar together with lower productivities resulting from mining variable-dipping ore structures and a corresponding drop in the mining rate, impact mining costs.

Since Sleeping Giant's book value at the end of 2004 exceeded the projected future undiscounted net cash flows, the book value was reduced to the estimated present value of the discounted future cash flows.  As a result, in 2004 the Company wrote down its investment in the Sleeping Giant property by $4.7 million, from $8.0 million to $3.3 million.

Dormex Project

The Company owns a 46%  interest in the Dormex Project, comprising 101 mineral claims, that surrounds the Sleeping Giant Mine.  Cambior Inc. owns the remaining 54% interest in the Project.  The Company has elected not to participate in further exploration activities and is being diluted down by Cambior Inc. expenditures.

During 2001, the Company wrote down its investment in the Dormex property from $1,073,817 to nil.

Beaufor Property, Québec

Location and Ownership

The Beaufor Mine, situated 16 kilometers east of Val d'Or, Quebec, is comprised of 12 mineral claims, one mining lease and one mining concession with a combined area of approximately 92 acres in Pascalis and Senneville Townships. Access to the property is by a gravel road, which connects to highway 117.

On April 5, 2001, Aurizon entered into an agreement with Richmont Mines Inc. (Richmont), whereby Richmont acquired Aurizons 50% interest in the Beaufor Mine and Aurizons 100% interest in the adjacent Perron Property.  The sale was completed on May 1, 2001.  Consideration comprised a cash payment of $1,660,000 and a gold-indexed royalty on future production from the Beaufor Mine and Perron Property, payable as follows:

(1)

on the first 220,000 ounces of production, Aurizon will receive royalty payments of $5 per ounce on 50% of the ounces produced (i.e. 110,000 ounces) if the prevailing gold price per ounce is between US$280 and US$300.  If the prevailing gold price is US$300 per ounce or higher, the royalty increases to $12.50 per ounce;

(2)

on future production in excess of 220,000 ounces from the Beaufor Mine, Aurizon will receive a royalty which escalates from $17 per ounce at a gold price of US$300 per ounce to a maximum of $30 per ounce at gold prices in excess of US$500 per ounce, on 50% of the ounces produced.  This royalty will also be payable on 100% of any future production from the Perron Property.

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Richmont expects to produce approximately 52,000 ounces of gold from the Beaufor Mine in 2005.  Richmont has estimated Beaufors proven and probable mineral reserves at December 31, 2004, to approximate 733,000 tons of ore grading 0.24 ounces of gold per ton, or 176,000 ounces of gold.

Under the agreement, the Company received royalties totaling $331,143 in 2004 and has received $1.0 million to date.

Casa Berardi Property

Location and Ownership

The Companys principal asset is its 100% owned Casa Berardi property, located in the Province of Quebec, approximately 95 km north of the town of La Sarre, in the James Bay municipality. The property extends along an east-west axis for more than 37 km and reaches 3.5 km in width. The overall property covers several thousand hectares.  However, the area directly involved in the current Project covers only a few hundred hectares. The East and West Mines, separated by the Principal Zone, are located along a 5 km mineralized corridor.

A 38 km all-season gravel road off the paved road linking the village of Villebois to the Selbaie mine, provides easy access to the property. A gravel road links the East and West Mines infrastructure.

Qualified manpower is readily available from the La Sarre area, a municipality of 7,728 inhabitants (2001 census). Aurizon is currently relying on experienced staff and personnel with good mining expertise at the Project site and at the administrative office located in Val d'Or.

A 55 km long, 120 kV, power line, coming from Normétal, supplies power to the site.

Surface and underground infrastructures available at the East and West Mines at the time of acquisition include among others a crushing plant, a 2200 tonnes per day processing plant, a tailings pond, maintenance facilities, administrative buildings, a hoistroom, headframe and 379 metre shaft (East Mine), declines (East and West), underground workings, mining equipment, etc.

During 1998, the Company acquired a 100% interest (subject to a royalty interest described below) in the Casa Berardi property which comprised 284 mineral claims, two mining leases and all of the existing infrastructure.  The Company paid $2 million and agreed to pay an additional $4 million on the earlier of August 27, 2001 or at the start of commercial production, and a 2% to 4% gold indexed net smelter royalty, to a maximum of $10 million.  In addition, the Company assumed a liability for reclamation work, estimated at $1,555,000.

On July 5, 2001, the Company entered into an agreement to defer the outstanding payment of $4 million related to the acquisition of the Casa Berardi property for two years until August, 2003.  In consideration, Aurizon issued one million (1,000,000) common shares and issued an additional 960,153 common shares in payment of interest at 10% per annum on the outstanding payment, which was secured by a lien on the buildings, machinery and equipment at Casa Berardi.

On July 5, 2002, Aurizon exercised its right of first refusal to match a third party offer, and acquired TVX Gold Inc.s residual interest in the Casa Berardi property, which comprised an outstanding payment of $3.9 million and a gold indexed net smelter royalty, for cash consideration of $5 million.  As a result, Aurizon currently owns a 100% unencumbered interest in Casa Berardi.

The property is composed of 284 contiguous designated claims, covering a total of 13,967.7 hectares, and two (2) mining leases (BM 768 and BM 0000833), covering 367.09 and 84.35 hectares respectively, for a total of 14,419.14 hectares. Mining lease BM 768 expires on April 28, 2008 and mining lease BM0000833 expires in 2015.  Taxes for the mining leases approximate $18,000 per year.

Other legal titles, under the name of Aurizon, include the non-exclusive lease BNE 0010752, the tailings lease 70,218, and an additional five (5) hectares of land contiguous to mining lease 768 for rock waste material storage.

Gescad Inc. manages the mining titles for Aurizon and produces an update on the titles once a year.

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History

Ownership and Previous Work

In 1974, Inco Gold Co. (Inco) staked the first claims of the Casa Berardi property. Prior to that, the area had been explored for base metal and iron formation. The discovery hole was drilled in 1981 and in 1983, a joint venture agreement was reached between Inco and Golden Knight Resources Inc. (Golden Knight). Subsequent work ultimately led to the opening of the East Mine in 1988 and to commercial production from the West Mine in 1990. In 1991, TVX Gold Inc. (TVX) acquired Inco's 60% interest in the project.

In January 1997, TVX announced the closure of the East Mine followed two months later by the closure of the West Mine.

The Casa Berardi assets and property had been offered for sale in the fall of 1996. In January 1997, Aurizon had expressed its interest in a letter to TVX. Following due diligence work, Aurizon signed an agreement and completed the acquisition of all Casa Berardi assets and mining rights in September 1998.

Prior to the acquisition of the project by Aurizon, 3,769 holes were drilled on the property for a total of 463,492 metres.

Past Production

Previous production at the Casa Berardi underground mine began at the East mine in September 1988 and at the West mine in April 1990.  Mining operations were performed from ramps accessing the upper part of the deposits at the East and West mines, from which a total of 3.7 million tonnes, at an average gold grade of 6.7 grams per tonne, were extracted between 1988 and 1997 to produce 688,000 ounces of gold.  The mine closed in the spring of 1997 and the Company acquired the mine in August 1998.

Exploration and Development

Following the acquisition of the Casa Berardi Mine, Aurizon outlined a large surface drilling program to investigate the West Mine Area. A total of more than 76,000 m of core was drilled during the 1998-99 campaign. The program resulted in the discovery of Zone 113 and other smaller mineralized bodies.  In early 2000, Aurizon, with the assistance of several independent consultants, completed a technical and economic evaluation of the West Mines measured and indicated resources.  This evaluation established mineral reserves of 6.9 million tonnes at an average grade of 6.7 grams per tonne or 1.5 million ounces.

In order to increase the confidence level of the mineral resources and prove the potential of a mining operation, an underground exploration program was planned and initiated in April 2003 to test the continuity of the mineralization of Zone 113.

In 2003, the West Mine ramp was extended 1,074 metres from the 450 metre level down to the 550 metre level, to provide access to the 113 Zone for metallurgical testwork and to provide drill bases for in-fill definition drilling.  Approximately 44 metres of the exploration drift were complete by year-end, allowing the completion of 1,400 metres  of definition drilling.  A further 21,000 metres of surface exploration drilling was completed in the area of Zones 118-120 during 2003, where an inferred gold resource has been outlined.

The major underground exploration program that was initiated in early 2003 at Casa Berardi continued during 2004, along with the substantial completion of an updated  feasibility study by year-end as well as completion of certain surface infrastructure.  The following work was completed in 2004 at Casa Berardi:

- Surface foundations for the headframe, backlegs, hoist buildings and ore bins
- 42 metre concrete shaft collar
- Shaft pilot raise from the 550 metre level to surface
- 878 metres of exploration track drift on the 550 metre level
- 32,400 metres of definition drilling of 224 holes
- 20,700 metres of surface exploration drilling of 34 holes

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- Detailed engineering for the shaft and surface infrastructure
- 102 metres of ventilation raising
- 1,590 metres of ramps down to the 550 metre level and access drifts to the shaft raises

NEW MINERAL RESERVE ESTIMATE FOR EAST MINE CROWN PILLAR

Geostat Systems International Inc. (Geostat), an engineering firm, was commissioned by Aurizon to prepare a new mineral reserve estimate based on the drilling information for the upper part of the East Mine included in the crown pillar.

The new reserve estimate received on January 19, 2005 is based on holes drilled by both Aurizon and the previous operator. The new estimate has not been considered in the 2004 updated Feasibility Study or the 2004 Scoping Study, since the initial objective of Aurizon was to advance the West Mine area into commercial production and minimize the pre-production capital costs.

The selected mining method consists of a conventional open pit operation utilizing trucks and shovel.

Geostat constructed a 3D block model inside the ore zone envelopes delineated by Aurizon.  Probable mineral reserves are estimated at 593,958 tonnes at 4.22 grams of gold per tonne, or 80,000 ounces of gold, using a dilution factor of 15%, and a minimum cut-off grade of 4.0 grams has been applied.  No upper capping limit has been applied to high grade values.

|PROBABLE MINERAL RESERVES (1) EAST MINE CROWN PILLAR
|-----------------------------------------------------
|Tonnes                                               
|Grade (grams/tonne)                                  
|Gold Ounces                                          

(1)Mineral Reserves were calculated by Robert de lEtoile, eng., of Geostat Systems International Inc.

The mineral reserves represent mine grades and do not reflect losses incurred in the recovery process.  Average recovery rates  (life of mine) are estimated at  93.0%.

FEASIBILITY STUDY ABOVE 700 METRE LEVEL OF THE WEST MINE

In January 2005, Aurizon Mines Ltd. received a updated Feasibility Study prepared by Met-Chem Canada Inc. (Met-Chem) , an engineering firm, for themineral reserves located above the 700 metre level in the West Mine area of the Casa Berardi Project.  Met-Chem was commissioned by Aurizon to prepare an updated Feasibility Study report based on the indicated mineral resources above level 700 metres in the West Mine area of the Casa Berardi Project, in accordance with the Canadian Standards of Disclosure for Mineral Projects as defined by NI 43-101.  The following information is derived from the Met-Chem Feasibility Study.

Surface and underground infrastructure

Existing facilities on site include a 2,200 tonnes per day processing plant, a building complex including warehouse, maintenance, mine dry, a 120KV electrical power line, and ramp access.  Mobile equipment remaining from the previous operation is available for the proposed mining operation.

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Aurizon has already completed construction of the following surface and underground infrastructures:

- Surface foundations for headframe, backlegs, hoist buildings and silos
- 42 metre concrete shaft collar
- Ramp development in Zone 113 to the 570 metre level
- Access drift to the shaft and stations on the 280 metre and 550 metre levels
- Shaft pilot raise from the 550 metre level to shaft collar
- Ventilation raise from the 550 metre to the 280 metre level (in progress)
- Ramp rehabilitation from surface down to the 460 metre level

Mineral reserves

The Casa Berardi deposit is a vein type deposit located close to the contact between sedimentary basin sequence and the volcanic basement. The deposit extends for a 5 kilometre strike along the Casa Berardi Fault system.

Mineral reserves estimations have been classified in accordance with Canadian Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101.  Met-Chem constructed block models for zones 113 and Lower Inter and has estimated the mineral reserves. Polygonal estimation was done for the other mineralized zones and was audited by Met-Chem.

The selected mining method consists of Sequential Transversal and Longitudinal Long Hole when the vein is larger than 10 metres and Longitudinal Long Hole Retreat when the vein is less than 10 metres.  The stoping sequence includes cemented rockfill of the primary stoping sequence, and unconsolidated rockfill for the longitudinal retreat and secondary stoping sequence.

Stope dilution has been calculated on the basis of the stability of the stope openings, ore deposit geometry and mining method.  With the Sequential Longitudinal and Transversal mining method, dilution will come mainly from internal waste below 4.0 grams per tonne of gold cutoff.  With the Longitudinal Retreat mining method, dilution will mainly come from waste outside of the stope outlines.



CASA BERARDI MINERAL ESTIMATE

|                                         | Tonnes    | Grade
grams/
tonne | Gold
Ounces | Min Cutoff
grams/
tonne | High Assay
Cut grams/
tonne | Specific Gravity
T/m3 | Dilution
Factor
|---------------------------------------- | --------- | ------------------ | ----------- | ----------------------- | --------------------------- | --------------------- | ---------------
|PROBABLE MINERAL RESERVES               
|Zone 113 above 700 metre level           | 1,974,749 | 6.78               | 430,476     | 4.0                     | 47.0                        | 2.70                  | *25%           
|Lower Inter Zone                         | 1,534,224 | 6.05               | 298,436     | 4.0                     | 40.0                        | 2.77                  | 19%            
|Northwest Zone                           | 213,777   | 5.64               | 38,766      | 3.0                     | 23.0                        | 2.77                  | 20%            
|Southwest Zone                           | 339,636   | 4.56               | 49,795      | 3.0                     | 18.5                        | 2.77                  | 20%            
|Zone 111                                 | 292,691   | 5.36               | 50,441      | 3.0                     | 27.1                        | 2.77                  | 20%            
|West Mine - Probable Mineral Reserves(1) | 4,355,077 | 6.20               | 867,914     |                         |                             |                       |                
|East Mine - Probable Mineral Reserves(2) | 593,958   | 4.22               | 80,588      | 0.92                    | -                           | 2.70                  | 15%            
|Total Probable Mineral Reserves          | 4,949,035 | 5.96               | 948,502     |                         |                             |                       |                













*

External dilution at 1 gram/tonne gold

(1)

West Mine Probable Mineral Reserves were calculated  under  the supervision of Lionel Poulin, Eng., Project Manager, Coordination, Met-Chem Canada Inc.,

(2)

East Mine Probable Mineral Reserves were calculated by Robert de lEtoile, eng., of Geostat Systems International Inc.

The mineral reserves represent mine grades and do not reflect losses incurred in the recovery process.  Average recovery rates  (life of mine) are estimated at  93.0%.

Proposed surface and underground infrastructure

The proposed mine infrastructure incorporates a 5.5 metre diameter concrete vertical circular shaft down to 810 metres, related surface and underground infrastructure including a headframe, hoist room, revised electrical distribution, ore and waste passes, ventilation raises, ramps and lateral development.  All infrastructure has been designed to ensure a long mine life beyond that established in the updated Feasibility Study.

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Underground Mine Operation

Permanent InfrastructureNorth of the Casa Berardi fault (massive volcanics)Mining operationSouth of the Casa Berardi fault (sediments)Mining methodStopes >10 metres wide  - Sequential Transversal and Longitudinal long hole
Stopes <10 metres wide - Transversal long hole retreatBack fillPrimary stoping sequence - cemented rockfill  
Secondary stoping sequence - unconsolidated rockfill
Longitudinal retreat - unconsolidated rockfillProduction rate1,800 tonnes/day (first 6 months)
2,400 tonnes/day (life of mine)Standard stope dimension20 metres high X 15 metres wide X 10 metres longActive stopes required8 active stopes of 9,000 tonnes per monthHoisting5.5 metres circular concrete shaft (810 metres)
Hoisting capacity of  300 tonnes per hour




The underground operation will be designed to sustain a daily production rate of 2,400 tonnes, 7 days a week, 345 days a year. Initial production is expected to be established from higher grade portions of Zone 113, development in low grade material, and a development stock pile.

Mining and development sequence flexibility will be achieved by using both longitudinal and transversal mining methods, multiple ore zones, shaft and ramp access.

To mitigate previous operational ground problems, permanent infrastructure, such as the shaft, ramp, ore/waste pass systems, ventilation raises and haulage drifts will be located north of the Casa Berardi fault within the massive volcanic rocks.  The mining operation will be located on the south side of the fault and will not interfere with permanent infrastructure.  To ensure long term ground stability, drift and stopes located within 10 metres of major faults will be cable bolted and shotcreted.

Based on the results of rock mechanics studies, the stope size will be limited to a 10 metre length by a maximum depth of 15 metres, with a level interval of 20 metres.  It is anticipated that previous mill feed problems will be addressed by shaft hoisting and a sufficient stope inventory.  Eight active stopes, each averaging 9,000 tonnes, will be required to sustain a planned production rate of 2,400 tonnes per day.

Ventilation requirements will be achieved by downcasting fresh air from the existing ventilation raise and the main ramp access. Exhaust air will be discharged through the new shaft and the 280 metre level track drift.  The mine dewatering system will pump dirty water from the 720 metre level to the settling pond.

The ore will be hoisted to surface through the new shaft, loaded into trucks from a storage bin and transported 5 kilometres to the processing plant.

Ore processing

Milling:Intensive cyanidation leaching, gravity circuit followed by conventional Carbon-in-leach circuitAverage recovery (life of mine):93.0%Tailings:1.4 million tonnes (residual capacity), additional cell in year 2Mill Operating days:345 days (94.5% of mill availability)


Processing of the ore will be performed at the existing facilities, which contain a standard cyanidation carbon-in-leach circuit.  Metallurgical testwork, performed by SGS Lakefield Research, indicates that the addition of an intensive cyanide gravity circuit is expected to allow an overall gold recovery of 93.0%.  With minor modifications, the existing mill is expected to operate at 2,400 tonnes per day, for an annual production of 828,000 tonnes over 345 operating days.

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Existing tailings pond capacity is estimated at 1.45 million cubic metres. Incremental storage capacity will be provided by a new cell.

In addition to the environmental permits transferred from the previous owners, a series of approvals were obtained by Aurizon.  All permits are in force.  Modifications to the permits will be required to reflect the proposed mining plan, milling rate and tailings management.

Project master schedule

The Project master schedule estimates that the shaft, surface and underground facilities, required underground development, underground infrastructure,  mill improvements and rehabilitation, and mine site infrastructure should be completed within an 18 month period.  The Project master schedule includes permitting, remaining detailed engineering, current productivity rates, labour force availability, lead time for purchasing consumables and project commissioning.

Capital costs

Direct cost estimates for the shaft development, related surface infrastructure and steel are derived from recent tenders based on detailed engineering studies.  Quotes have been received for the other major mine and process equipment. Unit costs for the underground development are based on actual productivity and contract costs that are currently in force.

It is anticipated that all underground preproduction development will be performed by mining contractors utilizing their own mobile equipment. After the preproduction stage, mining operations will be performed by Aurizon using a combination of existing and leased equipment and, therefore, no capital investment has been planned for major mining equipment.

A 10% contingency has been provided on direct costs.



CAPITAL COSTS

$(000s)Surface infrastructureOre processing mill6,451Headframe and hoist room5,271Mine site infrastructure4,014Cement Plant925Tailing disposal350Underground infrastructureMine development19,655Shaft18,000Underground services11,670Total Direct Costs$66,336Contingency on direct cost6,766Indirect costsOwner costs7,931Detailed engineering, procurement2,090Mill (start up, training, commissioning, spares)823Permits197Total Pre-Production Capital Costs$84,143




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Operating costs

The average total cash cost is estimated in the Feasibility Study at US$233 per ounce, using an exchange rate of 1.25, for the 5.5 year period covered.

OPERATING COSTS

($/Tonne)Mining$30.59Milling13.30Administration10.00Restoration0.42Total Operating Costs$54.31


Economic model

The economic model for the Feasibility Study is based on mineral reserves above the 700 metre level in the West Mine area.  This represents a start-up base case scenario to quickly advance the project to the production stage.

FEASIBILITY STUDY SUMMARY

Assumptions:  US$ gold price of US$400/oz and an exchange rate of 1.25Tonnes milled4,355,000Initial capital$84MAverage gold grade (g/t)6.2Sustaining capital$34MAverage mill recovery93.0%NPV (before taxes) @ 0%$50MTotal Gold Produced (ozs.)806,400NPV (before taxes) @ 5%$28MAverage annual ozs.150,000IRR17%Average total cash cost/ozUS$233


Note:    Aurizon has approximately $70 million of accumulated exploration, development and capital costs, together with loss carry-forwards available, for deduction against taxable income.

The economics of the project are mainly sensitive to fluctuations in the price of gold and the exchange rate for U.S. dollars..

SENSITIVITY ANALYSIS

ChangeVariationInternal Rate of Return+ 10%US$44028%Gold price - base case-US$40017%- 10%US$3605%+ 10%1.37528%Exchange rate - base case-1.2517%- 10%1.1255%+ 15%US$2687%Cash operating costs/ounce - base case-US$23317%- 15%US$19826%+15%C$96.7m13%Pre-production capital costs - base case-C$84.1 m17%-15%C$71.5m23%






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ITEM 5:

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Reference is made to the consolidated financial statements which form part of this annual report and on which the following discussion is based.

(A)

OPERATING RESULTS

YEAR ENDED DECEMBER 31, 2004 COMPARED TO DECEMBER 31, 2003

Overview

A non-cash impairment write-down of Sleeping Giant totaling $4.7 million, together with higher mine operating costs, were the main factors resulting in the loss for 2004 of $5.7 million, or $0.06 per share, compared with a net loss of $0.3 million or $0.00 per share in 2003.  Expenditures associated with Casa Berardi have been capitalized for the past two years.

Cash flow from operating activities was $3.4 million in 2004, compared to cash flow of $3.8 million in 2003.

Financing activities in 2004 totaled $12.8 million, of which $10 million was provided by an equity financing together with the exercise of warrants and stock options, and $2.8 million from Quebec refundable tax and mining credits.  These financing activities, together with $27 million cash at the beginning of 2004, allowed the Company to undertake major development activities at Casa Berardi.  At December 31, 2004, Aurizon had cash of $11.9 million and working capital of $12 million.

|Key Financial Data
(in $thousands)  | 2004    | 2003   
|----------------------------------- | ------- | -------
|Revenue                             | $18,355 | $18,260
|Net Loss                            | $5,696  | $301   
|- Per share (Basic and Diluted)     | (0.06)  | (0.00) 
|Cash flow from operating activities | $3,430  | $3,826 
|Working capital                     | $12,243 | $27,908
|Total assets                        | $86,151 | $78,611
|Total long-term liabilities         | $6,250  | $4,241 

Gold Production

Aurizon's share of gold production in 2004 of 33,500 ounces was similar to that achieved in 2003.  The tonnes of ore processed in 2004, was 9% higher than the prior year, although an 8% decline in ore grades resulted in gold production matching 2003.  A summary of Sleeping Giant's production results are as follows:

|                                | 2004    | 2003   
|------------------------------- | ------- | -------
|Production (100%):              |         |        
|Tonnes milled                   | 192,950 | 176,500
|Ore grade (grams/tonne)         | 11.1    | 12.1   
|Gold production (ounces) - 100% | 67,000  | 66,600 
|Aurizon's share - 50%           | 33,500  | 33,300 
|Gold sold - ounces              | 32,800  | 33,300 

Revenue

A $9 per ounce increase in the Canadian dollar realized gold prices, offset by the adoption of a new accounting policy for revenue recognition, resulted in revenue from mining operations in 2004 matching revenues achieved in the prior year.  Revenue from mining

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operations in 2004 matched 2003 revenues of $17.5 million.  The average gold price realized in 2004 was US$410 per ounce, US$1 per ounce higher than the average London afternoon fixing, and higher than the US$375 per ounce achieved in 2003.  A stronger Canadian dollar resulted in an average exchange rate of 1.30 to the U.S. dollar in 2004 and Aurizon realizing a Canadian dollar gold price of $534 per ounce.  This compares favourably with Canadian dollar realized gold prices per ounce of $525 in 2003.

Effective January 1, 2004, Aurizon adopted a new accounting policy for revenue recognition, whereby revenue is recognized when the metals have been delivered and title has passed to a purchasor.  Previously revenue was recognized when the metals had been extracted and processed at the mill facilities.  The adoption of this new policy has resulted in the deferment of revenue associated with 700 ounces of gold that had been produced in 2004, but not sold.

20042003Realized gold price - US$$410$375Realized exchange rate to US$1.301.40Realized gold price - Canadian $$534$525


Aurizons ability to generate mine operating profits from its current operations is related, in part, to the market price of gold.  Gold trades on global commodity exchanges, and its price is affected by numerous factors beyond the control of Aurizon.  The average London gold price rose 9% in 2004 to US$409 per ounce, compared to the prior years US$375 per ounce.  With expectations of continued strong gold prices in 2005, Aurizon had no gold production hedged at December 31, 2004.

Royalty and other income in 2004 totaled $837,000, compared to $774,000 in 2003.  Royalty income from the Beaufor mine, which restarted in 2002 under new ownership, provided $331,000 in 2004, compared to $343,000 in 2003.

Expenses

Mine operating costs in 2004 increased to $13.4 million compared to $12.4 million in 2003.  Compared to the prior year, mining costs in 2004 increased 8%, due primarily to higher tonnage ore production.  Unit operating costs were $145 per tonne in 2004, matching the previous year's costs.

Total cash costs per ounce of US$314 in 2004 were 18% higher than the US$266 achieved in 2003, due to the strength of the Canadian dollar together with lower ore grades in 2004.



20042003Sleeping Giant Costs (US$/ounce):Total cash costs$314$266Depreciation & depletion$84$59Total production costs$398$325Cash costs per tonne - Cdn$$145$145






Depreciation and depletion expense totaled $3.5 million in 2004, compared to $2.8 million in 2003.  On a unit basis, depreciation and depletion costs per ounce totaled US$84 in 2004, compared to US$59 in the year.  Increased capitalized costs associated with the development of three new levels in the lower portion of the Sleeping Giant Mine more than offset a 16% increase in ore reserves, resulting in higher unit charges in 2004.

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Accretion charges to operations in respect of asset retirement obligations totaled $94,853, and $176,520 in the past two years.  In 2004, an accretion charge totaling $101,007 in respect of Casa Berardi has been capitalized.  Accretion represents the interest component of the present value of the estimated reclamation costs at each of the Company's two mineral properties.

A general increase in corporate activities, together with costs associated with corporate governance requirements, have resulted in administrative and general costs increasing to $2.5 million compared to $2.3 million in 2003.

Effective January 1, 2003, the adoption of the fair value method of accounting for stock options has resulted in non-cash charges of $36,700 in respect of 82,500 options granted in 2004, and $414,000 in respect of 865,000 options granted in 2003.

A foreign exchange gain of $102,000 was credited to operations in 2004, of which, $63,000 are unrealized gains related to foreign exchange contracts held at December 31, 2004.  In 2003, a foreign exchange loss of $201,000 was realized.

A review of Sleeping Giant's year-end updated mineral reserves together with a life-of-mine plan resulted in the recognition of an impairment in its carrying value.  Despite an increase in mineral reserves at the end of 2004 compared to those determined at the end of 2003, a valuation impairment has occurred for the following reasons:

- Capital costs incurred in 2004 together with future expected capital costs have risen due to lower productivities and delays in lateral development of the lower portion of the mine.
- Future expected profit margins have narrowed as a strong Canadian dollar together with lower productivities resulting from mining variable-dipping ore structures and a corresponding drop in the mining rate, impact mining costs.

As a result of Sleeping Giant's book value at the end of 2004 exceeding the projected future undiscounted net cash flows, the book value was reduced to the estimated present value of the discounted future cash flows using a gold price of US$400 per ounce, a U.S. conversion rate of 1.25 into Canadian dollars and a discount rate of 8.25%.  This has resulted in a charge to operations in 2004 of $4.7 million.



Aurizon realized gains of $519,000 in 2004 and $72,000 in 2003, from the disposal of surplus equipment.

Capital taxes for 2004 increased to $329,000, compared to $278,000 recorded in 2003.  Income tax expense is in respect of federal capital taxes and was $42,000 and $105,000, in each of the past two years.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002

The main factor influencing the improved financial performance in 2003 was the capitalization of all expenditures associated with Casa Berardi due to the significant exploration activity conducted in the past year.  In the prior year, financial constraints and low gold prices limited any significant exploration or development activities, accordingly, care and maintenance costs of $2.5 million were charged to operations in 2002.  However, the adoption of new accounting standards, in respect of stock-based compensation and asset retirement obligations, resulted in non-cash charges of $590,520 in 2003.  Aurizon incurred a net loss of $0.3 million or $0.00 per share in 2003, compared to a net loss of $2.9 million or $0.06 per share in 2002.

Cash flow from operations resulted in cash flow for the year of $3.8 million in 2003, compared to cash flow of $0.2 million in 2002.  The increased operating cash flow compared to 2002, is primarily attributable to capitalizing Casa Berardi exploration and development costs in 2003.

Three equity financings in 2003, together with the exercise of private placement warrants and stock options   provided $32 million to Aurizon in 2003, allowing the Company to undertake a major underground exploration program at Casa Berardi.  At December 31, 2003, Aurizon had cash of $27 million and working capital of $28 million.

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|Key Financial Data (in $thousands)  | 2003    | 2002   
|----------------------------------- | ------- | -------
|Revenue                             | $18,060 | $17,029
|Net Loss                            | $301    | $2,944 
|- Per share                         | (0.00)  | (0.06) 
|Cash flow from operating activities | $3,826  | $233   
|Working capital                     | $27,908 | $12,005
|Total assets                        | $78,611 | $43,492
|Total long-term liabilities         | $4,241  | $3,097 

Revenue

Higher Canadian dollar realized gold prices resulted in a 6% increase in revenue compared to 2002.  Revenue from mining operations in 2003 was $17.5 million compared to $16.4 million in 2002.  The average gold price realized in 2003 was US$375 per ounce, US$12 per ounce higher than the average London afternoon fixing, and higher than the US$310 achieved in 2002.  During 2003, Aurizons Canadian dollar settlements averaged 1.40 to the U.S. dollar, matching the yearly average exchange rate, and resulting in Aurizon realizing a Canadian dollar gold price of $525 per ounce.  This compares favourably with Canadian dollar realized gold prices per ounce of $487 in 2002.

20032002Realized gold price - US$$375$310Realized exchange rate to US$1.401.57Realized gold price - Canadian $$525$487


Aurizons ability to generate mine operating profits from its current operations is related, in part, to the market price of gold.  Gold trades on global commodity exchanges, and its price is affected by numerous factors beyond the control of Aurizon.  The average London gold price rose 21% in 2003 to US$375 per ounce, compared to the prior years US$310 per ounce.  With expectations of continued strong gold prices in 2004, Aurizon had no gold production hedged at December 31, 2003.

Royalty and other income in 2003 totaled $574,000, compared to $656,000 in 2002.  Royalty income from the Beaufor mine, which restarted in 2002 under new ownership, provided $343,000 and $350,000 in 2003 and 2002, respectively.

Expenses

Mine operating costs in 2003 were similar to the prior year's costs, at $12.4 million compared to $12.6 million in 2002.  Cash operating costs in 2003 were $145 per tonne, matching plan, although 17% higher than the costs achieved in 2002, due to lower ore production rates.  Total cash costs per ounce of US$266 in 2003 were higher than the forecast US$258 due to a much stronger than expected Canadian dollar.  The stronger Canadian dollar increased total cash costs by US$17 per ounce over forecast.  The strength of the Canadian dollar, together with higher unit operating costs and partially offset by a 15% increase in ore grades, resulted in total U.S. dollar cash costs being 10% higher in 2003 compared to the previous year.

|                                  | 2003 | 2002
|--------------------------------- | ---- | ----
|Sleeping Giant Costs (US$/ounce): |      |     
|Total cash costs                  | $266 | $242
|Depreciation & depletion          | $59  | $46 
|Total production costs            | $325 | $288
|Cash costs per tonne - Cdn$       | $145 | $124

Depreciation and depletion expense totaled $2.8 million in 2003, compared to $2.4 million in 2002.  On a unit basis, depreciation and depletion costs per ounce totaled US$59 in 2003, compared to US$46 in the prior year.  Increased capitalized costs associated with the shaft deepening at Sleeping Giant more than offset a 2% increase in ore reserves, resulting in higher unit charges in 2003.

The adoption of a new accounting standard with respect to asset retirement obligations, effective January 1, 2003, has resulted in a retroactive accretion charge totaling $176,520 and $164,527 in each of the past two years.  This charge represents the interest component of the present value of the estimated reclamation costs at each of the Company's two mineral properties.  This charge to operations will increase the asset retirement liability each reporting period until the year in which the reclamation work is expected to take place, at which time the undiscounted reclamation liability will be reflected on the balance sheet.

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A general increase in corporate activities, together with costs associated with new corporate governance requirements, have resulted in administrative and general costs increasing to $2.3 million compared to $1.7 million in 2002.

In 2003, care and maintenance costs at Casa Berardi were capitalized due to the significant exploration and development activity conducted during the year, whereas these costs were charged to operations in the prior year.  Care and maintenance costs in 2002 were $2.5 million.

In 2002, a write-off of deferred finance costs associated with the early repayment of the Casa Berardi purchase obligation and related interest costs totaled $482,000.

Aurizon realized gains of $72,000 in 2003 and $36,000 in 2002 on the disposal of surplus equipment.

Equity financings completed in 2003 totaling $32 million have increased shareholders' equity by 86%, upon which provincial and federal capital taxes are determined.  As a result, capital taxes for 2003 increased to $278,000, compared to $157,000 recorded in 2002.  Income tax expense is in respect of federal large corporations tax and was $105,000 and $61,000 in each of the past two years.

The adoption of the fair value method of accounting for stock options has resulted in a non-cash charge in 2003 of $414,000, in respect of 865,000 options granted in December 2003, exercisable at $2 per share.  In 2002, the fair value of stock options granted was reflected in the notes to the financial statements on a pro forma basis.

(B)

LIQUIDITY AND CAPITAL RESOURCES

The total assets of Aurizon increased to $86.1 million at December 31, 2004 from $78.6 million in the previous year.  At the end of 2004, Aurizon had working capital of $12.2 million compared to $27.9 million at the end of 2003.  Aurizon has had no debt for the past three  years and at the end of 2004, and currently, does not have any gold hedges or off balance sheet financings. Aurizon did have US$2.0 million of foreign currency contracts at the end of 2004.  Shareholders equity increased to $74.0 million at December 31, 2004, compared to $69.7 million the previous year, primarily as a result of the equity financings completed in 2004 and 2003.

Operating Activities

Operating activities generated $3.4 million of cash in 2004, compared to $3.8 million during 2003.  The decreased cash flow is primarily attributable to the higher operating costs at the Sleeping Giant mine resulting from a stronger Canadian dollar and the mining of lower grade ore compared to 2003.

Investing Activities

A major underground development program at Casa Berardi and continued development of three new lower levels accessible from the recent shaft deepening  at Sleeping Giant during 2004 have resulted in aggregate investing activities totaling $31.5 million compared to $21.7 million in 2003.

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Mineral property, plant and equipment expenditures in 2004 totaled $31.5 million, of which $27.5 million was invested at Casa Berardi and $4.0 million was invested at Sleeping Giant.  The major underground exploration program that was initiated in early 2003 at Casa Berardi continued during 2004, along with the substantial completion of the feasibility study by year-end as well as completion of certain surface infrastructure.  The following work was completed in 2004 at Casa Berardi:

- Surface foundations for the headframe, backlegs, hoist buildings and ore bins
- 42 metre concrete shaft collar
- Shaft pilot raise from the 550 metre level to surface
- 878 metres of exploration track drift on the 550 metre level
- 32,400 metres of definition drilling of 224 holes
- 20,700 metres of surface exploration drilling of 34 holes
- Detailed engineering for the shaft and surface infrastructure
- 102 metres of ventilation raising
- 1,590 metres of ramps down to the 550 metre level and access drifts to the shaft raises



During 2004, at Sleeping Giant, $4.0 million was invested in 1,300 metres of drift development, 51,000 metres of exploration and reserve development drilling, and the purchase of mining equipment.

In 2003, mineral property, plant and equipment expenditures totaled $21.4 million, of which $15.2 million was invested at Casa Berardi and $6.2 million was invested at Sleeping Giant.  At Casa Berardi, the West Mine ramp was extended 1,074 metres from the 450 metre level down to the 550 metre level in 2003, to provide access to the 113 Zone for metallurgical testwork and to provide drill bases for in-fill definition drilling.  Approximately 44 metres of the exploration drift were complete by year-end, allowing the completion of 1,400 metres of definition drilling.  A further 21,000 metres of surface exploration drilling was completed in the area of Zones 118-120 during 2003, where an inferred gold resource has been outlined.  At Sleeping Giant, $6.2 million was invested in the deepening of the production shaft by three working levels, or 200 metres, as well as 72,000 metres of development drilling and 1,700 metres of drifting.



|                                 | 2004        | 2003       
|-------------------------------- | ----------- | -----------
|Capital Expenditures by project: |             |            
|Casa Berardi                     | $27,548,807 | $15,233,116
|Sleeping Giant                   | $3,959,931  | $6,186,443 
|Other                            | $25,627     | $50,689    
|Total                            | $31,534,365 | $21,470,248
|Represented by:                  |             |            
|Property, plant & equipment      | $3,590,250  | $1,096,784 
|Mineral properties               | $27,944,115 | $20,373,464
|Total                            | $31,534,365 | $21,470,248



Sales of surplus equipment generated proceeds of $838,000 and $181,000 in 2004 and 2003, respectively.

Financing Activities

Equity private placements during 2004 provided net proceeds of $8.3 million; the exercise of warrants for shares provided $0.6 million; and the exercise of stock options provided a further $1.1 million, for a total $10.0 million.  As at December 31, 2004, there were 6.3 million warrants outstanding at an average exercise price of $2.43 per share, all of which expire in 2005.  In 2003, equity private placements during 2003 provided net proceeds of $27.1 million; the exercise of warrants for shares provided $3.3 million; and the exercise of stock options provided a further $1.6 million, for a total $32 million.  As at December 31, 2003, there were 6.9 million warrants outstanding at an average exercise price of $2.32 per share, of which 760,000 warrants at an average price of $1.34 per share expire in 2004.

27



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In 2004, Aurizon received $2.4 million in refundable tax credits and $0.45 million in provincial refundable mining duties, for certain eligible exploration expenditures.  In 2003, Aurizon received $0.4 million in refundable tax credits and $0.1 million in provincial refundable mining duties, for certain eligible exploration expenditures.

Aurizons aggregate operating, investing and financing activities during 2004 resulted in a net $15.1 million decrease in its cash balances.  As at December 31, 2004, cash and cash equivalents stood at $11.9 million, compared to $27.1 million in 2003 and $12.4 million in 2002.

In Aurizons opinion, based upon the assumptions disclosed in Trend Information, Aurizon will require a minimum $50 million financing in early 2005 in order to initiate the pre-production activities at Casa Berardi and also fund Sleeping Giant's capital requirements and cover general corporate costs.

(C)

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The Company is not involved in any research, development, patenting or licensing activities.

(D)

TREND INFORMATION

Aurizons share of gold production from Sleeping Giant in 2005 is expected to decline by 17% from 2004 levels to 27,800 ounces as a result of higher anticipated ore production.  Total cash costs per ounce are expected to increase to US$358 in 2005, compared to US$314 achieved in 2004 as a result of a lack of developed areas to extract ore for mine production.

Based upon estimated ore grades, production rates, operating costs, an average forecast gold price of US$400 per ounce, and an average U.S. dollar exchange rate of 1.25, the Sleeping Giant Mine is expected to provide approximately $1.5 million in operating cash flow to Aurizon during the year. The projected profitability of Sleeping Giant will be influenced by changes in the grade of ore mined from that estimated, and by fluctuations in gold prices and foreign exchange rates.

Aurizons operations are very sensitive to the grade of ore mined.  The 2005 mine plan for Sleeping Giant anticipates mill throughput of 162,000 tonnes at a grade of 11.0 grams per tonne.  A 1.0 gram/tonne change in the ore grade would impact Aurizons forecast 2005 cash flow by $1.3 million.

A US$10 per ounce change in the US$400 per ounce gold price used in Aurizons 2005 forecast, would have a $350,000 impact on forecast cash flow.  The gold price was relatively volatile during 2004, with the London afternoon fixing ranging from a high of US$454 per ounce in December, to a low of US$375per ounce in May, before closing the year at US$438 per ounce.  As at December 31, 2004, Aurizon did not have any gold production hedges.

A change of 0.05 in the 1.25 U.S. to Canadian dollar exchange rate used in Aurizons 2005 forecast, would impact cash flow by approximately $550,000.  In 2004, the Canadian dollar had a range from 1.177 to 1.397 against the U.S. dollar and averaged 1.30 for the year.

At Casa Berardi, a positive feasibility study was completed in January 2005 by Met-Chem Canada Inc. for the mineral reserves located above the 700 metre level in the West Mine area.  The feasibility study outlines the first 5.5 years of production from 868,000 reserve ounces of gold.

The pre-production time required to bring Casa Berardi to commercial production is anticipated to be 18 months.  Pre-production capital costs are estimated at $84.1 million (US$67 million), the majority of which will be for underground mine development.  Tenders have been received for most of the significant costs related to the project, thereby reducing capital cost risks.

Discussions with financial institutions and government agencies with respect to securing the necessary funding to advance Casa Berardi to commercial production are underway.  The 2005 Casa Berardi budget has been prepared on the basis that the pre-production work commences in the second quarter of 2005, following a project financing.

During the first quarter of 2005, work will consist of driving the 550 metre track drift south and east of the 113 Zone to permit further exploration and infill drilling of the lower portion of the 113 Zone and the 118-122 Zones.  Assuming pre-production work commences at the beginning of the second quarter of 2005, nearly $50 million is expected to be invested at Casa Berardi during 2005.  Surface infrastructure work will include the installation of the hoist and electrical sub-station on foundations constructed in 2004; the construction of the headframe and hoist buildings; and the commencement of the mill refurbishing in the third quarter of 2005.  Underground development in 2005 will include an expected 640 metres of shaft sinking; 1,400 metres of ramping; 1,500 metres of drifting; 250 metres of raising; and 3,100 metres of development in ore mineralization.

28



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Included in the budget for Casa Berardi is approximately 66,000 metres of exploration and definition drilling.  Two underground drill rigs will remain active throughout 2005 in the West Mine area, drilling from the 550 metre level.  These rigs will test the dip extension of Zone 113 from the 900 metre level down to 1,100 metres below surface. Definition drilling will also be initiated up to 500 metres east of Zone 113 in order to upgrade the quality of the known inferred mineral resources and increase the mine life.  Surface drilling will continue in the East mine area and west of the West mine.

Sleeping Giant will require $2.3 million of exploration, development, and capital expenditures in 2005, of which $1.0 million is required to complete the additional development work associated with the recent shaft deeping.  Also included in the Sleeping Giant budget is nearly 1,600 metres of drifting and 52,000 metres of diamond drilling

The Company relies on the Sleeping Giant Mine as its only current source of operating cash flow.  However, in 2005, Sleeping Giants capital expenditures are estimated to exceed its operating cash flow by $800,000.  Production based on current mineral reserves is expected to continue for approximately three years, although this is an estimate that may be subject to change.  Additional production and, in turn, the results of the Company, will be dependent on the results of future exploration and development programs and its ability to discover new mineral reserves.

Management estimates that financings of $50 million will be required in 2005 to provide sufficient working capital to meet its planned operating and capital expenditures for the 2005 fiscal year, but cannot provide any assurance that it will be able to obtain such capital on commercially reasonable terms, or at all, or that these sources will adequately fund its future capital and operational requirements or that alternative financing will be available, if required.  Further funding will be required to complete the pre-production work necessary to bring Casa Berardi to Commercial production.

The preparation of the Companys consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses.

The most critical accounting policies, upon which the Companys financial statements depend, are those requiring estimates of proven and probable reserves and resources, recoverable ounces therefrom, and assumptions of operating costs and future gold prices.  Such estimates and assumptions affect the potential impairment of long-lived assets and the rate at which depreciation, depletion and amortization are charged to earnings.  In addition, management must estimate costs associated with mine reclamation and closure costs.

The Company records mineral property acquisition costs and mine development costs at cost.  In accordance with Canadian generally accepted accounting principles, the Company capitalizes pre-production expenditures net of revenues received, until the commencement of commercial production.  A significant portion of the Companys property, plant and equipment and mine development costs are depreciated and amortized on a unit-of-production basis.  Under the unit-of-production method, the calculation of depreciation, depletion and amortization of property, plant and equipment and mine development costs is based on the amount of reserves expected to be recovered from each location.

The process of estimating quantities of gold reserves is complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data.  The data for a given orebody may also change substantially over time as a result of numerous factors, including, but not limited to, additional development activity, production history and the continual reassessment of the viability of orebodies under various economic conditions.  A material revision to existing reserve estimates could occur because of, among other things: revisions to geological data or assumptions; a change in the assumed gold prices; and the results of drilling and exploration activities.

If estimates of reserves prove to be inaccurate, or a mining plan changes due to reductions in the price of gold or otherwise, resulting in a reduction in the reserves expected to be recovered, the Company could be required to write-down the recorded value of its plant and equipment and mine development costs, or to increase the amount of future depreciation, depletion and amortization expense, both of which would adversely affect the Companys earnings and net assets.

The Company has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards.  These estimated costs are recorded as a liability at their fair values in the periods in which they occur, and at each reporting period, are increased to reflect the interest element (accretion expense) considered in the initial fair value measurement of the liabilities.  If the estimate of reclamation costs proves to be inaccurate, the Company could be required to increase the provision for site closure and reclamation costs, which would increase the amount of future reclamation expense per ounce, resulting in a reduction in the Companys earnings and net assets.

29



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(E)

OFF-BALANCE SHEET ARRANGEMENTS

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

(F)

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The Companys contractual and other obligations as at December 31, 2004 are summarized as follows:



Total
Less than 1 Year
2  3 Years
4  5 YearsMore than 5 years$$$$$Equipment purchases1,080,0001,080,000Flow-through expenditure commitment836,000836,000Minimum purchase obligations1,862,0001,862,000Employee incentive plan400,000400,000Office lease146,00046,00092,0008,000Environment and reclamation(1)4,489,0001,763,0002,726,000Other long-term liabilities651,000651,0009,464,0004,224,0001,763,0008,0002,726,000


(1)

These obligations are in respect of reclamation obligations at the Companys two mineral properties situated in Quebec.  The Sleeping Giant Mine presently has an expected remaining operating mine life of approximately three years, following which, site reclamation, restoration, and closure costs will be incurred.  The discounted present value of these costs is estimated to be $1,554,000, and the undiscounted value of these costs is $1,763,000.  In addition, the Company has provided for $651,000 in respect of estimated severance costs payable on closure.   The Casa Berardi project has estimated discounted reclamation obligations totaling $1,364,000 and the undiscounted value of these costs is  $2,726,000.   These reclamation costs are not expected to be incurred until approximately 2014, following the completion of an updated feasibility study, a period required to secure project financing, a pre-production period and an estimated mine life of seven to eight years.

30



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ITEM 6:

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)

Directors and Senior Management

The names, positions with the Company, other principal directorships and principal business activities outside the Company of all directors and executive officers are stated below:

|Name and Position                                                                                   | Other Principal Directorships                                                                                                                                           | Principal Business Activities Outside the Company                                                
|--------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Sargent H. Berner, 
Director                                                                        | Emgold Mining Corporation, Cream Minerals Inc., Sultan Minerals Inc., Titan Logix Corp., and Valgold Resources Ltd.                                                     | Associate Counsel, DuMoulin Black, Barristers and Solicitors                                     
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Richard Faucher
Director                                                                            | Niocan Inc.                                                                                                                                                             | President of Niocan Inc.
P. Eng.                                                                 
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Peter Ferderber, 
Director                                                                          | Hollinger North Shore Explorations Ltd., La Fosse Platinum Group Inc., and Louvicourt Gold Mines                                                                        | Director and/or Chairman of companies listed under Other Principal Directorships               
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|David P. Hall, Chartered Accountant
Director, Chairman, President and Chief Executive Officer       | Yale Resources Ltd.                                                                                                                                                     | None                                                                                             
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Frank A. Lang, 
Director                                                                            | Cream Minerals Ltd., Emgold Mining Corporation, Acrex Ventures Inc., Sultan Minerals Inc., Valgold Resources Ltd., Abington Ventures Inc.                               | Director and Chairman and /or President of companies listed under Other Principal Directorships
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Brian S. Moorhouse
Lead Director                                                                    | Vega Management Corporation                                                                                                                                             | President, Vega Management Corporation                                                           
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Robert Normand
Director                                                                             | Quebecor World Inc., Cambior Inc., ING Canada Inc., Sportscene Restaurants Inc.,. Fonds Investissements Rea, Enerplus Fund, Commercial Alcohols Ltd., Alter Moneta Inc. | Chartered Accountant 
Director of companies listed under Other Principal Directorships         
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Julie A. Stokke Kemp,
Corporate Secretary                                                           | None                                                                                                                                                                    | None                                                                                             
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|William E. Vance,
 Director                                                                         | None                                                                                                                                                                    | Retired                                                                                          
|                                                                                                    |                                                                                                                                                                         |                                                                                                  
|Ian S. Walton, Chartered Accountant
Director, Executive 
Vice-President and Chief Financial Officer | None                                                                                                                                                                    | None                                                                                             

31



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SARGENT BERNER- Mr. Berner is an associate counsel of the Vancouver law firm of DuMoulin Black.  Mr. Berner is also a director of several junior resource companies.  Mr. Berner has been a Director of Aurizon since its inception in 1988.

RICHARD R. FAUCHER -Mr. Faucher is the  President of Niocan Inc.  He is a metallurgist with experience in the management of large mining and metallurgical projects.  Mr. Faucher joined Aurizons Board in June, 1999.

PETER FERDERBER -Mr. Ferderber was instrumental in the acquisition of Aurizons Sleeping Giant mine and its former Beaufor mine.  Named Prospector of the Year in 1979 by the Prospectors and Developers Association of Canada for the discovery of the Belmoral mine, Val dOr, Quebec, Mr. Ferderber is a director of several junior resource companies.  Mr. Ferderber has been a Director of Aurizon since its inception in 1988.

DAVID P. HALL,Chairman, President & Chief Executive Officer -Mr. Hall is a Chartered Accountant who has been involved in the management of mineral exploration, development and operating companies since 1981 and has been instrumental in securing project and equity financing.  Mr. Hall has been involved with Aurizon since its inception in 1988.

FRANK LANG -Mr. Lang is a founding shareholder of Aurizon.  Named Developer of the Year by the Prospectors and Developers Association of Canada  in 1986 for his role in the discovery of the Golden Giant mine, Hemlo, Ontario, Mr. Lang is a director of other junior resource companies.  Mr. Lang has been a Director of Aurizon since its inception in 1988.

BRIAN S. MOORHOUSE -Mr. Moorhouse is President of Vega Management Corporation.  Mr. Moorhouse has experience in financial markets, and was instrumental in raising equity funds for Aurizons predecessor companies.  Mr. Moorhouse has been a Director of Aurizon since its inception in 1988.

ROBERT NORMAND -Mr. Normand is a Chartered Accountant and was formerly Chief Financial Officer of Gaz Metropolitan.  He is a director of several companies, including Quebecor Printing Inc., Enerplus Fund, and Cambior  Inc. Mr. Normand joined Aurizons Board in June, 1999.

JULIE A. STOKKE KEMP,Corporate Secretary - Ms. Kemp is a member of the Canadian Society of Corporate Secretaries and has been involved in the mining industry since 1983, during which time she has been the Corporate Secretary of a number of public companies.  Ms. Kemp has been involved with Aurizon since its inception and is responsible for organizing Aurizon's legal and regulatory compliance activities.

WILLIAM E. VANCE -Mr. Vance has been associated with junior resource companies for many years, most notably as a director of Goliath Gold Mines Ltd., which partially financed the discovery of the Golden Giant mine.  Mr. Vance has been a Director of Aurizon since its inception in 1988.

IAN S. WALTON,Executive Vice-President, Chief Financial Officer - Mr. Walton is a Chartered Accountant and has been involved with public companies in the mining industry for more than 20 years.  Mr. Walton is experienced with all aspects of mining finance, taxation and treasury functions.  Mr. Walton has been involved with Aurizon since its inception in 1988.

Executive officers are appointed by the Board of Directors to serve until terminated by the Board of Directors or until their successors are appointed.  Certain of the directors serve as directors of other reporting companies and if a conflict of interest arises  at a meeting of the Board of Directors, any director in a conflict will declare his interest and abstain from voting on such matter.

There are no family relationships between any of the directors and executive officers of the Company.

During 1998, the Company issued  $7 million of non-interest bearing convertible debentures to Capital dAmerique CDPQ Inc. ($4,000,000) and Fonds de Solidarite des Travailleurs du Quebec (FSTQ) ($3,000,000).  In December, 2001, in a private transaction, Capital dAmerique CDPQ transferred its debenture to Sodemex II s.e.c., a company in which Capital dAmerique CDPQ is the sole general partner.  On April 22, 2003, convertible debentures totalling $4 million were converted into 6,666,680 common shares and the balance of the convertible debentures, totalling $3 million, were converted into 5,000,010 common shares of the Company on May 30, 2003.

32



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Pursuant to an agreement between the Company and Capital dAmerique CDPQ Inc., management nominated Robert Normand for election as a director of the Company and he was elected for a one-year term expiring at the next following annual general meeting.  Management will nominate Robert Normand for re-election as a director of the Company at the next Annual General Meeting.

Mr. Normand, a director of the Company, is also a director of Cambior Inc., which is the operator of the Companys 50% owned Sleeping Giant Mine, located in northwestern Quebec.  In addition, pursuant to a Schedule 13D filing made under the Securities Exchange Act of 1934 and dated as of January 11, 2005, Cambior Inc. owned 9,401,953 common shares of the Company, representing 9.18% of the then issued common shares of the Company.  In addition, 9115-5036 Quebec Inc. is the registered holder of a warrant to purchase 325,000 additional Common Shares of the Company at a price of $2.50 per share prior to September 10, 2005.  9115-5036 Quebec Inc. was liquidated into Cambior Inc. on October 21, 2003.

Mr. Normand, a director of the Company, served as director of Concert Industries Ltd. when it and its Canadian operating subsidiaries announced on August 5, 2003 that it had filed for protection under the Companies' Creditors Arrangement Act (CCAA). The Company was restructured and a plan of compromise and arrangement for its operating subsidiaries was approved in December 2004 allowing them to emerge from the CCAA proceedings. Mr. Normand no longer serves as director of Concert Industries Ltd.

(B)

Compensation

Compensation of Directors and Officers

The Company has three officers.

Information specified in this Item for individually named directors and senior officers incorporates by reference the Management Information Proxy Circular dated March 4, 2005, prepared in connection with the Companys Annual General Meeting to be held on May 17, 2005 (see Exhibit 15.1).

For the year ended December 31, 2004, the aggregate amount of compensation for all services in all capacities paid by the Company and its subsidiaries to its directors and officers as a group was $585,690.  During the year ended December 31, 2004, the Companys non-executive (non-employee) directors were paid an annual retainer in the amount of $10,000 and a fee of $1,000 for each Board or committee meeting attended.  In addition, an annual fee of $1,500 was paid to non-executive directors who acted as a committee chairperson during the year and $1,500 was to paid to the non-executive director who acted as Lead Director during the year.

In recognition of the increased demands, work load, exposure and responsibility imposed upon the Companys Lead Director and the Audit Committee Chair, the annual retainer for these two positions was increased to $3,000 each, effective as of January 1, 2005.  Therefore, effective as of January 1, 2005, the Companys non-employee director compensation was set as follows:

Annual Retainer:Directorship$10,000Lead Director$3,000Audit Committee Chairman$3,000Executive Compensation and Corporate Governance Committee Chairman$1,500Meeting Participation Fee:Director Meeting:$1,000Committee Meeting$1,000




During the most recently completed financial year, a total of $131,000 was paid to non-executive directors in respect of director, chairmanship and Lead Director fees.

See "Plans" below, for details of incentive stock options that have been granted to the Company's directors.

33



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For the year ended December 31, 2004, the aggregate amount set aside or accrued by the Company and its subsidiaries to provide pension, retirement or similar benefits to its directors and officers, pursuant to any existing plan was nil.

Plans

(i)

The Company has no plans other than as set out herein pursuant to which cash or non-cash compensation was paid or distributed to the executive officers during the most recently completed financial year or is proposed to be paid or distributed in a subsequent year.

(ii)

The Company currently has two formalized stock option plans for the granting of incentive stock options to the executive officers, senior managers, employees, directors and consultants (the Plans).  As at December 31, 2004, the Plans provide that, subject to the requirements of the stock exchanges on which the Companys shares are listed, the aggregate number of securities reserved for issuance under the Plans, together with the number of securities reserved for issuance under other outstanding incentive stock options and options for service, may not exceed 8,229,900 Common Shares (representing 7.9% of the Companys current outstanding share capital or 7.4% of the fully diluted share capital).  Pursuant to the Plans, as at December 31, 2004, the Company had granted options for the purchase of up to an aggregate of 1,584,500 Common Shares (representing 1.5% of the Companys current outstanding share capital or 1.4% of the fully diluted share capital) to its executive officers, senior managers, directors, employees and consultants of the Company.  The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the executive officers, senior managers, directors, employees, and consultants of the Company (the "Participants") and to closely align the personal interests of such persons to those of the shareholders.

Subject to the provisions of the Plans, the total number of Optioned Shares to be made available under the Plans and to any Participant, and the terms and conditions of options is determined by the Board.  The total number of shares to be optioned to any one Participant will not exceed 5% of the Companys outstanding issued share capital. The exercise price is determined by the Board of Directors but in no event may be less than the market price of the Companys Common Shares on each stock exchange on which the Companys shares are listed at the time of the grant of the option, less any discounts permitted by stock exchange policies, or such other price as may be agreed to by the Company and approved by such stock exchanges.  All options granted under the Plans expire on the date determined by the Board of Directors at the time of the grant, but not later than that date which is 10 years from the date such options were granted.

The total numbers of options to purchase shares of Common Stock granted under the Plans to employees, directors,  executive officers and consultants to the Company during the most recently completed financial year, December 31, 2004, were as follows:

|Optionees          | Number of Shares of Common
Stock Granted During 2004 under the Plan | Exercise Price
|------------------ | ------------------------------------------------------------------- | --------------
|                   |                                                                     |               
|Executive Officers | NIL                                                                 | N/A           
|Directors          | NIL                                                                 | N/A           
|Employees          | 70,000                                                              | $1.50         
|Consultant         | 12,500                                                              | $1.50         



34



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The total numbers of shares of Common Stock purchasable under outstanding options granted to the executive officers and directors (excluding the executive officers) of the Company as at the end of the most recently completed financial year, December 31, 2004 were as follows:

|Optionees          | Number of Shares of Common
Stock Under Option | Exercise Price
|------------------ | --------------------------------------------- | --------------
|                   |                                               |               
|Executive Officers | 300,000                                       | $1.00         
|Executive Officers | 235,000                                       | $2.00         
|                   |                                               |               
|Directors          | 200,000                                       | $1.00         
|Directors          | 420,000                                       | $2.00         
|Former Director(1) | 60,000                                        | $2.00         

During the Company's most recently completed financial year, the total numbers of shares of Common Stock purchased through the exercise of options granted to executive officers and directors, were as follows:

|Optionees          | Number of Shares of Common
Stock Under Option | Exercise Price
|------------------ | --------------------------------------------- | --------------
|                   |                                               |               
|Executive Officers | 60,000                                        | $0.60         
|Executive Officers | 160,000                                       | $0.72         
|Executive Officers | 227,500                                       | $1.35         
|Directors          | 100,000                                       | $0.60         
|Directors          | 200,000                                       | $0.72         
|Directors          | 240,000                                       | $1.35         
|Former Director(1) | 40,000                                        | $1.35         

(1)

In recognition of and appreciation for his past service and his willingness to resign in respect of the Boards decision to reduce its size, Mr. Gerard Gagne, who voluntarily resigned on May 11, 2004, was authorized by the Board to retain his existing stock options for the balance of their respective terms.

Incentive Stock Options

At December 31, 2004, there were outstanding incentive stock options on a total of 1,584,500 shares of Common Stock as follows:

|Date of Grant     | No. of Shares of Common Stock Subject to Option | Exercise
Price | Expiry Date   | Aurizon
Share
Price on Date of Grant | Market Value(1)
|----------------- | ----------------------------------------------- | -------------- | ------------- | ------------------------------------ | ---------------
|                  |                                                 |                |               |                                      |                
|March 23, 1995    | 607,000                                         | $1.00          | Mar. 23, 2005 | $0.90                                | $345,990       
|May 12, 2000      | 30,000                                          | $1.05          | May 12, 2005  | $1.03                                | $15,600        
|December 17, 2003 | 865,000                                         | $2.00          | Dec. 17, 2006 | $1.91                                | $0             
|August 10, 2004   | 70,000                                          | $1.50          | Aug. 10, 2007 | $1.50                                | $4,900         
|November 3, 2004  | 12,500                                          | $1.50          | Nov. 3, 2006  | $1.36                                | $875           



(1)

Market Value is calculated as the difference between the Exercise Price and the Market Price (CDN$1.57) for the shares of Common Stock as at December 31, 2004.

35



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Options for the purchase of shares of Common Stock, held as a group by executive officers; directors who are not executive officers; employees who are not executive officers; and consultants to the Company are as follows:

|Relationship to Aurizon                                                                                                                                                                                                                                                                                                  | Number of Persons | Number of Shares
of Common Stock
Subject to Option
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- | --------------------------------------------------
|                                                                                                                                                                                                                                                                                                                         |                   |                                                   
|Executive Officers                                                                                                                                                                                                                                                                                                       | 3                 | 535,000                                           
|Directors who are not executive officers                                                                                                                                                                                                                                                                                 | 7                 | 620,000                                           
|Employees who are not executive officers                                                                                                                                                                                                                                                                                 | 11                | 257,000                                           
|Consultant                                                                                                                                                                                                                                                                                                               | 1                 | 12,500                                            
|Former Employee                                                                                                                                                                                                                                                                                                          | 1                 | 100,000                                           
|Former Director (1)                                                                                                                                                                                                                                                                                                      | 1                 | 60,000                                            
|                                                                                                                                                                                                                                                                                                                         |                   | 1,584,500                                         
|                                                                                                                                                                                                                                                                                                                        
|(1)
In recognition of and appreciation for his past service and his willingness to resign in respect of the Boards decision to reduce its size, Mr. Gerard Gagne, who voluntarily resigned on May 11, 2004, was authorized by the Board to retain his existing stock options for the balance of their respective terms:

The Company also has an employee incentive plan for the discovery and acquisition of mineral deposits.  Under the terms of this plan, the Company has an obligation to pay $400,000 to the Companys technical group upon securing the necessary financing required for Casa Berardi to reach commercial production.  During commercial production, an annual bonus of 0.2% of the net smelter revenues (NSR) in excess of $500,000 of cumulative NSR, shall become payable.

Other

Except as set out under Executive Compensation in Management Information Circular dated March 4, 2005, prepared in connection with the Companys Annual General Meeting to be held on May 17, 2005 (see Exhibit 15.1), no other compensation was paid by the Company to the executive officers during the most recently completed financial year, including personal benefits and securities or property paid or distributed other than pursuant to a formal plan, which compensation was not offered on the same terms to all full time employees other than those covered by a collective agreement.

Indemnification Matters

The Company's Articles provide that subject to the provisions of the BCCA, the Company shall indemnify its directors and may indemnify its officers and employees and other agents.

The Company has entered into agreements to indemnify its directors and executive officers.  These agreements, among other things, indemnify the Company's directors and executive officers from any and all liability, losses, damages, costs, charges, expense, fines and penalties which the director and/or executive officer may sustain, incur or be liable for in consequence of acting as a director and/or executive officer of the Company, whether sustained or incurred by reason of negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Company or any of them.  The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

36



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(C)

Board Practices

The following information is provided with respect to the Companys directors, and members of its administrative, supervisory or management body and includes date of expiration of the current term of office, and the period during which the person has served in that office:



|                     | Position(s) with                     | Term of Office/   | 
|-------------------- | ------------------------------------ | ----------------- | 
|Name                 | Company                              | Period of Service | 
|                     |                                      |                   | 
|Sargent H. Berner    | Director                             | 1988(1)           | 
|                     | Member of the Executive              |                   | 
|                     | Compensation and Corporate           |                   | 
|                     | Governance Committee                 | 1994              | 
|Richard Faucher      | Director                             | 1999(1)           | 
|                     | Member of the Executive              |                   | 
|                     | Compensation and Corporate           |                   | 
|                     | Governance Committee                 | 1999              | 
|                     | Member of the Audit Committee        | 2004              | 
|Peter Ferderber      | Director                             | 1988(2)           | 
|David P. Hall        | Chairman                             | 1995(1)           | 
|                     | President &                          | 1991              | 
|                     | Chief Executive Officer              | 1991              | 
|                     | Director                             | 1988              | 
|Frank A. Lang        | Director                             | 1988(1)           | 
|Brian S. Moorhouse   | Director                             | 1988(3)           | 
|                     | Member of the Audit Committee        | 1988              | 
|                     | Member of the Executive Compensation |                   | 
|                     | and Corporate Governance Committee   | 1994              | 
|Robert Normand       | Director                             | 1999(1)           | 
|                     | Member of the Audit Committee        | 1999              | 
|Julie A. Stokke Kemp | Corporate Secretary                  | 1990              | 
|William E. Vance     | Director                             | 1988(2)           | 
|Ian S. Walton        | Director                             | 1993(2)           | 
|                     | Executive Vice-President &           | 1993              | 
|                     | Chief Financial Officer              | 1993              | 
|                     | Assistant Corporate Secretary        | 2002              | 



(1)

the terms of office of Messrs. Sargent H. Berner, David P. Hall and Frank A. Lang will expire at the third next succeeding annual meeting of the shareholders subsequent to June 17, 2003.

(2)

the terms of office of Messrs. Peter Ferderber, William E. Vance, Ian S. Walton, Richard Faucher, and Robert Normand, expire at the annual meeting of shareholders to be held on May 17, 2005.

(3)

the term of office of Mr. Brian S. Moorhouse will expire at the third next succeeding annual meeting of the shareholders subsequent to June 15, 2004.



Service Contracts

In August 1995, and effective February 1, 1995, David P. Hall entered into an employment agreement with the Company, pursuant to which Mr. Hall serves as Chairman, President and Chief Executive Officer of the Company.  The agreement provides an automatic one-year extension until either party gives notice of termination, unless sooner terminated in accordance with the terms of the agreement.  Mr. Hall is entitled to participate in any incentive programs, including share option plans, share bonus plans or financial assistance plans, as determined by the Board of Directors. The agreement may be terminated by Mr. Hall by providing one-month prior written notice.  In the event the agreement is not renewed or is terminated by the Company without cause, Mr. Hall is entitled to receive severance compensation equal to three times his annual salary.

In August 1995, and effective February 1, 1995, Ian S. Walton entered into an employment agreement with the Company, pursuant to which Mr. Walton serves as a director, Executive Vice-President and Chief Financial Officer of the Company.  The agreement provides an automatic one-year extension until either party gives notice of termination, unless sooner terminated in accordance with the terms of the agreement.  Mr. Walton is entitled to participate in any incentive programs, including share option plans, share bonus plans or financial assistance plans, as determined by the Board of Directors.  The agreement may be terminated by Mr. Walton by providing one-month prior written notice.  In the event the agreement is not renewed or is terminated by the Company without cause, Mr. Walton is entitled to receive severance compensation equal to three times his annual salary.

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In August 1995, and effective February 1, 1995, the Company entered into a three year employment agreement with Ms. Julie Stokke Kemp.  The agreement provides an automatic one-year extension until either party gives notice of termination, unless sooner terminated in accordance with the term of the agreement.  If the employee's employment is terminated by the Company "Without Cause" (as defined in the employment agreement), then Ms. Kemp is entitled to receive severance compensation equal to one year's salary plus one additional month's salary for each year of service or part thereof.

Effective October 1, 2003, the Company entered into a two year employment agreement with Mr. Michel Gilbert, General Manager, Quebec.  The agreement provides an automatic one-year extension until either party gives notice of termination, unless sooner terminated in according with the terms of the agreement.  If the employees employment is terminated by the Company Without Cause (as defined in the employment agreement), then Mr. Gilbert is entitled to receive compensation equal to one years salary plus one additional months salary for each year of service or part thereof.

Information specified in this Item for individually named directors and senior officers incorporates by reference the Management Information Circular dated March 4, 2005, prepared in connection with the Companys Annual General Meeting to be held on May 17, 2005 (see Exhibit 15.1).

Audit Committee

The Audit Committee members as at March 4, 2005 were Mr. Faucher, Mr. Moorhouse, and Mr. Normand, all of whom are outside, unrelated directors.  The Board considers that all members of the Audit Committee are financially literate and have a working familiarity with basic finance and accounting practices.  In addition, Mr. Normand, a Chartered Accountant, is considered by the Board to have accounting or related financial management expertise.  The definition of financially literate is the ability to read and understand a balance sheet, an income statement and a cash flow statement.  The definition of accounting or related financial management expertise is the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with Canadian generally accepted accounting principles.

The Board of Directors has adopted an Audit Committee Charter for its Audit Committee, whereby the primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing:  the financial reports and other financial information provided by the Company to any governmental body or other stakeholders; the Companys systems of internal controls regarding finance, accounting, and the Companys auditing, accounting and financial reporting processes.  Consistent with this function, the Audit Committee is mandated to encourage continuous improvement of, and should foster adherence to, the Companys policies, procedures and practices at all levels.  The Audit Committees primary duties and responsibilities are to:

- Serve as an independent and objective party to monitor the Companys financial reporting and internal control system and review the Companys financial statements.
- Review and appraise the performance of the Companys external auditors.
- Provide an open avenue of communication among the Companys auditor, financial and senior management and the Board of Directors.
- Pre-approve the audit and non-audit services performed by the companys independent auditor in order to assure that they do not impair the auditors independence.  On November 18, 2003, the Audit Committee approved an Audit and Non-Audit Services Pre-Approval Policy (the Pre-Approval Policy), which sets forth the procedures and the conditions pursuant to which services to be performed by the independent auditor are to be pre-approved.

The Audit Committee met on November 3, 2004 to plan for the 2004 Audit and on March 3, 2005 to review the audited annual financial statements for the year ended December 31, 2004.  As at December 31, 2004, the Audit Committee consisted of the following members: Mr. Faucher, Mr. Moorhouse and Mr. Normand, all of whom are outside, unrelated directors.  Commencing in the first quarter of 2005, the Audit Committee will meet on a quarterly basis to review and recommend for approval by the full Board the interim financial statements and to discuss financial performance compared to forecast.

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Executive Compensation and Corporate Governance Committee

The primary function of the Companys Executive Compensation and Corporate Governance Committee (the ECCGC) is to assist the Board of Directors by:

- reviewing the adequacy and form of: the Company's compensation program for the Chief Executive Officer and the Chief Financial Officer (the Named Executive Officers); the non-employee directors compensation; and the compensation plans in effect or proposed for the Companys senior managers and other employees; and
- recommending candidates for nomination, appointment, election and re-election to the Board and its committees, assessing Board performance; and determining appropriate orientation and education programs for new Board members.

In addition, the Board has adopted an Executive Compensation and Corporate Governance Charter for the ECCGC, whereby the ECCGC is responsible for making recommendations from time to time to the Board concerning matters related to corporate governance, as the ECCGC may deem appropriate or as may be referred to it from time to time by the Board.  Annually, pursuant to its Charter, the ECCGC is required to review:

- The procedure for monitoring directors responsibility, diligence and for avoiding conflicts of interest.
- Current developments relating to corporate governance and, if required, propose to the Board changes to its mandate and corporate governance policy.
- The Boards past years proceedings to evaluate its efficiency and make required recommendation, if any.
- And take appropriate action on any comment made by shareholders or regulatory authorities on the Companys corporate governance practices.

The ECCGC is presently composed of three members, Messrs. Berner, Faucher and Moorhouse.  The Board of Directors considers that two members, Messrs. Faucher and Moorhouse, are unrelated directors and one member, Mr. Berner, is a related director.  Accordingly, the ECCGC is constituted with a majority of individuals who qualify as unrelated directors.

The ECCGC met on December 8, 2004, to review corporate governance issues, and again on February 24, 2005 to review: executive compensation and the ECCGCs charter and membership; the Boards size and composition; and the Companys disclosure of corporate governance.

(D)

Employees

NUMBER OF EMPLOYEESNUMBER OF EMPLOYEESLOCATIONAS AT DECEMBER 31AS AT MARCH 1,2002200320042005Vancouver office6666Val dOr office4997Casa Berardi Mine8183236Total18334749


The Sleeping Giant Mine which is operated by Cambior Inc. had 247 employees on December 31, 2004 and 240 employees on March 1, 2005, of which the majority are unionized hourly employees. A collective agreement covering the period from August 1, 2002 to July 31, 2007 exists between Cambior and the United Steelworkers of America.

(E)

Share Ownership

The following table sets forth the share ownership of those persons listed in Item 6: Directors, Senior Management and Employees, Compensation.

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NameNumber of Common
Shares Held at March 1, 2005Percentage of Issued & Outstanding Common Shares Held as at March 1, 2005Number of Options Outstanding at March 1, 2005Exercise Price$Expiry DateSargent H. Berner260,700*50,0001.00March 23, 200560,0002.00Dec. 17, 2006Richard FaucherNILN/A60,0002.00Dec. 17, 2006Peter Ferderber189,379*50,0001.00March 23, 200560,0002.00Dec. 17, 2006David P. Hall582,642*125,0001.00March 23, 2005100,0002.00Dec. 17, 2006Frank A. Lang1,848,7791.76%50,0001.00March 23, 200560,0002.00Dec. 17, 2006Brian S. Moorhouse280,200*50,0001.00March 23, 200560,0002.00Dec. 17, 2006Robert Normand75,000*60,0002.00Dec. 17, 2006Julie A.S. Kemp41,800*50,0001.00March 23, 200535,0002.00Dec. 17, 2006William E. Vance471,067*60,0002.00Dec. 17, 2006Ian S. Walton593,800*125,0001.00March 23, 2005100,0002.00Dec. 17, 2006




*Such person beneficially owned less than 1% of the Issued & Outstanding Common Shares outstanding as at March 1, 2005.

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ITEM 7:

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)

Major Shareholders

The Company is not owned or controlled, directly or indirectly, by any other corporation or by any foreign government.

The only persons who are known by the Company to be the beneficial owners, directly or indirectly, of more than 5% of the Company's issued and outstanding shares of Common Stock, are as follows:

|Title Of Class | Identity of Person or Group                                                                   | Date/Type of Report           | Number of Common Shares Owned | Percentage of Issued & Outstanding 
Common Shares Owned
|-------------- | --------------------------------------------------------------------------------------------- | ----------------------------- | ----------------------------- | -------------------------------------------------------
|               |                                                                                               |                               |                               |                                                        
|Common Shares  | Cambior Inc.
1111 St. Charles Street West,
Longueuil, Quebec  J4K 5G4                         | January 11, 2005/Schedule 13D | 9,401,953                     | 9.18%                                                  
|Common Shares  | Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager | March 15, 2005/Schedule 13G   | 5,188,800(1)                  | 5.01%                                                  
|               |                                                                                               |                               |                               |                                                        

(1)

Shares are held within mutual funds and other client accounts managed by Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager.

To the extent known, changes in the percentage of ownership during the previous three years by persons who are known by the Company to be the beneficial owners, directly or indirectly, of more than 5% of the Company's issued and outstanding shares of Common Stock, are as follows:

|Title Of Class | Identity of Person or Group                                                                   | Date/Type of Report            | Number of Common Shares Owned | Percentage of Issued & Outstanding 
Common Shares Owned
|-------------- | --------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------------- | -------------------------------------------------------
|               |                                                                                               |                                |                               |                                                        
|Common Shares  | 9115-5036 Quebec Inc.
1111 St. Charles Street West,
Longueuil, Quebec  J4K 5G4                | December 31, 2003/Schedule 13G | 4,885,753(1)                  | 5.0%                                                   
|Common Shares  | 9115-5036 Quebec Inc.
1111 St. Charles Street West,
Longueuil, Quebec  J4K 5G4                | April 17, 2002/Schedule 13G    | 5,997,053(2)                  | 9.3%                                                   
|Common Shares  | Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager | February 4, 2005/Schedule 13G  | 5,045,900(3)                  | 4.88%                                                  
|Common Shares  | Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager | July 7, 2004/Schedule 13G      | 7,197,700(3)                  | 7.03%                                                  
|Common Shares  | Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager | June 15, 2004/Schedule 13G     | 5,447,700(3)                  | 5.56%                                                  
|               |                                                                                               |                                |                               |                                                        

(1)

Number includes warrants to purchase 325,000 Common Shares.

(2)

Number includes warrants to purchase 1,625,000 Common Shares.

(3)

Shares are held within mutual funds and other client accounts managed by Goodman & Company, Investment Counsel Ltd. Acting as Investment Counsel and Portfolio Manager.

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The following table lists information with respect to the total amounts of any class of the Company's voting securities owned by the officers and directors of the Company as a group as of March 1, 2005.

Identity ofAmountClass- FullyTitle Of ClassPerson or GroupOwnedDilutedCommon StockDirectors and Officers
(10 persons)5,560,867 (1)5.00%(2)




(1)

Includes 1,215,000 shares of Common Stock issuable upon the exercise of incentive stock options held by directors and officers.  These options are exercisable, at prices ranging from $1.00 per share to $2.00 per share, on or before  March 23, 2005 to December 17, 2006.

(2)

Assumes that all incentive stock options held by directors and officers have been exercised.

As of March 1, 2004, the total amount of any class of the Companys voting securities owned by the officers and directors as a group (11 persons) was 6,043,867 shares of Common Stock (including shares of Common Stock issuable upon the exercise of incentive stock options), representing 5.63% of the then fully diluted shares of Common Stock.   As of March 1, 2003, the total amount of any class of the Companys voting securities owned by the officers and directors as a group (11 persons) was 6,514,463 shares of Common Stock (including shares of Common Stock issuable upon the exercise of incentive stock options), representing 7.74% of the then fully diluted shares of Common Stock.

The information as to shares beneficially owned, not being within the knowledge of the Company, has been furnished by the respective individuals or has been extracted from the register of shareholdings maintained by the Company's transfer agent.

There are no arrangements known to the Company, which may at a subsequent date result in a change in control of the Company.

As at March 1, 2005, there were 103,521,522 common shares of the Company issued and outstanding.  Based on the records of the Companys transfer agent, Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor,  Vancouver, British Columbia, Canada, V6C 3B9  as at such date there were 1,842 shareholders of record, geographically split as follows:



|                           | # of holders | Shares Held | % of Shares
|-------------------------- | ------------ | ----------- | -----------
|Canadian Shareholders      | 574          | 87,164,203  | 84%        
|US Shareholders            | 1,240        | 14,959,138  | 15%        
|International Shareholders | 28           | 1,398,181   | 1%         
|TOTAL                      | 1,842        | 103,521,522 | 100%       

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(B)

Related Party Transactions

Between January 1, 2004 and March 29, 2005, there were no material transactions or proposed material transactions between the Company and:

(a)

Enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;

(b)

associates;

(c)

individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals family;

(d)

key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals families;

(e)

enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described  in (c) or (d) or over which such person is able to exercise significant influence including enterprises owned by directors or major shareholders of the Company and enterprises that have a member of key management in common with the Company, except as follows:

(i)

Mr. Robert Normand, a director of the Company, is also a director of Cambior Inc. and, according to a Schedule 13D filing made under the Securities Exchange Act of 1934 and dated as of January 11, 2005, Cambior Inc. owned 9,401,953 common shares of the Company, representing 9.18% of the issued common shares of the Company.  In addition, 9115-5036 Quebec Inc. is the registered holder of a warrant to purchase 325,000 additional Common Shares of the Company at a price of $2.50 per share prior to September 10, 2005.  9115-5036 Quebec Inc. was liquidated into Cambior Inc. on October 21, 2003.

(ii)

Pursuant to an agreement between the Company and Capital dAmerique CDPQ Inc., management nominated Robert Normand for election as a director of the Company and he was elected for a one-year term expiring at the next following annual general meeting.  Management intends to nominate Robert Normand for re-election as a director of the Company at the next Annual General Meeting.

Indebtedness to Company of Directors and Officers

As of March 1, 2005, no directors or senior officers of the Company are indebted to the Company or have been indebted to the Company since the beginning of the last completed financial year of the Company.

(C)

Interests of Experts and Counsel

Not applicable.

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ITEM 8:

FINANCIAL INFORMATION

(A)

Consolidated Statements and Other Financial Information

This annual report contains the consolidated financial statements for the Company for the fiscal year ended December 31, 2004 which contain an Auditors Report dated February 23, 2005, Consolidated Balance Sheets as at December 31, 2004 , 2003, and 2002 Consolidated Statements of Operations and Deficit for the Fiscal Years Ended December 31, 2004, 2003, and 2002, Consolidated Statements of Cash Flow for the Fiscal Years Ended December 31, 2004, 2003, and 2002 and Notes to the Financial Statements.  See Item 17:  Financial Statements.

Legal Proceedings

On February 4, 1993, proceedings were brought against the Company by several bondholders of the Company in the district court of Geneva, Switzerland, claiming to have held an aggregate of S.Fr. 220,000 (approximately US$134,000) in principal amount of the Company's previously issued Swiss bonds ("Bonds").  The claimants were seeking a declaratory order that resolutions passed at a bondholders meeting on June 2, 1992 in Geneva, by which the terms of the Bonds were amended to create a right of redemption and jurisdiction with respect to the Bonds was changed from Switzerland to British Columbia, were not valid.  On January 29, 2004, the Geneva Court of First Instance rendered a judgement dismissing the claim made by the plaintiffs and ordering the latter to pay the Company the amount of CHF20,000.  No appeal had been filed against this judgement by the plaintiffs within the 30-day deadline and the judgement has therefore been entered into force.

The Company was named as a defendant in a tort litigation class action launched by approximately 120 plaintiffs against nearly 150 defendants in the State of California.  The action is based on alleged exposure to silica.  The Company has never produced, manufactured or sold silica or silica based products.  A Request for Dismissal of the Company, without prejudice, was filed in the Superior Court of California, County of San Francisco, on May 7, 2004, to which the plaintiff has voluntarily agreed to dismiss the Company from the lawsuit.

The Company is also involved in other litigation from time to time in the ordinary course of its business.  In managements opinion, such litigation is not material to the Companys financing condition, results of operations or cash flows.

Dividend Policy

During the past five years, the Company has neither paid nor declared dividends on its shares of Common Stock.

(B)

Significant Changes

There have been no significant changes since December 31, 2004.

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ITEM 9:

THE OFFER AND LISTING

(A)

Offer and Listing Details

Price Ranges and Volume of Shares of Common Stock

The following table sets forth the price ranges and volume of shares of Common Stock on the American and Toronto and Stock Exchanges for each of the last six months, each fiscal quarter in each of the last two full financial years and each of the last five full financial years.  The Common Stock began trading on the American Stock Exchange on November 10, 2003:

American Stock ExchangePeriodHigh US$Low US$Volume (000)2005
February1.321.201,301,300January1.441.141,552,2002004
20041.690.9215,116,400Fourth Quarter1.410.943,297,200December1.391.091,093,900November1.411.041,498,900October1.211.06704,400September1.210.971,037,900Third Quarter1.250.942,422,700Second Quarter1.410.923,209,800First Quarter1.691.106,186,7002003
2003 (Nov. 10,  Dec. 31)1.881.274,383,000Toronto Stock ExchangePeriodHigh CDN$Low CDN$Volume (000)2005
February1.651.484,021,618January1.801.407,128,8482004
20042.181.2445,454,933Fourth Quarter1.691.2714,473,721December1.641.352,276,339November1.691.277,652,504October1.531.334,544,878September1.571.241,229,910Third Quarter1.581.244,904,630Second Quarter1.851.316,081,266First Quarter2.181.4919,995,3162003
20032.431.0661,336,433Fourth Quarter2.431.6624,705,077Third Quarter2.241.2723,091,940Second Quarter1.501.077,744,785First Quarter1.711.065,794,6312002
20021.850.2229,508,0472001
20010.750.214,973,7932000
20001.100.468,721,689


(B)

Plan of Distribution

Not applicable.

(C)

Markets

Since August, 1988, the shares of Common Stock have been listed and traded in Canada on the Toronto Stock Exchange under the symbol "ARZ".  In addition, the shares of Common Stock were listed and traded on the Vancouver Stock Exchange, however, at the request of the Company, due to relatively low trading volumes, they were de-listed from trading on the Vancouver Stock Exchange on January 2, 1996.  The shares of Common Stock were also listed on the Montreal Exchange from 1988 to December 6, 1999, at which time the Company ceased trading on the Montreal Exchange due to a restructuring of the Canadian Stock Exchanges.  The shares of Common Stock were listed on the American Stock Exchange on November 10, 2003 under the symbol AZK.

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(D)

Selling Shareholders

Not applicable.

(E)

Dilution

Not applicable.

(F)

Expenses of the Issue

Not applicable.

ITEM 10:

ADDITIONAL INFORMATION

(A)

Share Capital

Not applicable.

(B)

Memorandum and Articles of Association

The information called for by this item is contained in an Exhibit to the Companys annual report on Form 20-F for the year ended December 31, 1992, on file with the Commission and is hereby incorporated by reference.

(C)

Material Contracts

None.

(D)

Exchange Controls

There are currently no restrictions on the export or import of capital out of or into Canada, nor are there foreign exchange controls or other laws, decrees or regulations of Canada or the province of British Columbia restricting remittance of dividends or other payments to non-resident holders of the Companys common shares, other than any applicable withholding taxes.  However, no assurance can be given that legislation enacted in the future will not have an adverse impact on non-Canadian shareholders.

Except as provided in the Investment Canada Act (the Investment Act), there are no limitations under the laws of Canada, the province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote the Companys 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 that is not a Canadian as defined in the Investment Act (a non-Canadian), unless after review 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 Companys common shares by a non-Canadian (other than an American as defined in the Investment Act) would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company was $5 million or more.  A non-Canadian (other than an American) would be deemed to acquire control of the Company for the purposes of the Investment Act if he acquired a majority of the common shares outstanding (or less than a majority but controlled the Company in fact through the ownership of one-third or more of the common shares outstanding) unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of such shares.  Certain transactions in relation to the Companys common shares would be exempt from review under the Investment Act, including, among others, the following:

(a)

acquisition of shares by a person in the ordinary course of that persons business as trader or dealer in securities;

(b)

acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provision of the Investment Act; and

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(c)

acquisition of control of the Company by reason of any amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control of the Company, through the ownership of voting interests, remains unchanged.

The Investment Act was amended with the Canada-United States Free Trade Agreement to provide for special review thresholds for Americans (including American-controlled entities as defined in the Investment Act).  Under the Investment Act, as amended, an investment in the Companys common shares by an American would be reviewable only if it was an investment to acquire control of the Company and the value of the assets of the Company was equal to or greater than a specified amount (the Review Threshold), which increases in stages.  The Review Threshold is currently $150 million, and remains at $150 million in constant 1992 dollars (calculated as prescribed in the Investment Act) after 1992.

The provisions of the Investment Act and Free Trade Agreement may have an anti-takeover effect as they may operate to prevent U.S. or other non-Canadian persons from directly or indirectly acquiring control of the Company.

(E)

Taxation

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

The discussion under this heading summarizes the material Canadian federal income tax consequences of acquiring, holding and disposing of shares of Common Stock of the Company for a shareholder of the Company who is not resident in Canada but is resident in the United States and who will acquire and hold shares of Common Stock of the Company as capital property for the purpose of the Income Tax Act (Canada) (the "Tax Act").  This summary does not apply to a shareholder who carries on business in Canada through a "permanent establishment" situated in Canada or performs independent personal services in Canada if the shareholder's holding in the Company is effectively connected with such permanent establishment or fixed base.  This summary is based on the provisions of the Tax Act and the regulations thereunder and on the Company's understanding of the administrative practices of Canada Customs and Revenue Agency, and takes into account all specific proposals to amend the Tax Act or regulations made by the Minister of Finance of Canada to May 3, 2002.  It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect.  The existing tax treaty between the United States and Canada essentially calls for taxation of shareholders by the shareholder's country of residence.  In those instances in which a tax may be assessed by the other country, a corresponding credit against the tax owed in the country of residence is generally available, subject to limitations.  This discussion is general only and is not a substitute for independent advice from a shareholder's own Canadian and U.S. tax advisor.

The provisions of the Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980) (the "Convention") and the Protocol to the Convention.

Dividends on Shares of Common Stock

Under the Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25% on dividends paid or deemed to have been paid to him by a corporation resident in Canada.  The Convention limits the rate to 15% if the shareholder is resident in the United States and the dividends are beneficially owned by and paid to him, and to 5%, if the shareholder is also a corporation that beneficially owns at least 10% of the voting stock of the payor corporation.

The Convention generally exempts from Canadian income tax, dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is resident in the United States and is exempt from income tax under the laws of the United States.

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Disposition of Shares of Common Stock

Under the Tax Act, a taxpayers capital gain (or capital loss) from a disposition of Common Stock of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the Common Stock and reasonable expenses of disposition.

A non-resident of Canada is not subject to tax under the Tax Act in respect of a capital gain realized upon the disposition of shares unless the shares represent "taxable Canadian property."  In general, shares of Common Stock of the Company will constitute taxable Canadian property of a non-resident shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the 60 months immediately preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company, which were shares on a prescribed stock exchange [Canadian and foreign listed stock exchanges (i.e., United States, U.K., Germany, Japan, etc.)] were owned by the non-resident and persons with whom the non-resident shareholder did not deal at arm's length.

Where a United States resident realizes a capital gain on a disposition of shares that constitute taxable Canadian property, the Convention relieves the United States resident from liability for Canadian tax on such capital gains unless:

a)

the value of the shares is derived principally from "real property" in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

b)

the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada, or

c)

the shares formed part of the business property of a "permanent establishment" or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition.

At the present time, it appears that the value of the shares of Common Stock of the Company is derived principally from real property in Canada.  Accordingly, the exemption from Canadian tax for capital gains on a disposition of these shares would not appear to be available.  However, should the activities of the Company change or expand into other areas in the future, the exemption from Canadian tax may be available at that time.

Notwithstanding the potential exemption from Canadian tax provided under the Convention, where a non-resident of Canada disposes of shares of Common Stock of the Company that are "taxable Canadian property", the non-resident is required to file a Canadian income tax return in respect of any such dispositions.

Assuming that no exemption is available under the Convention, a shareholder who is a non-resident of Canada  to whom the Companys shares of Common Stock represent taxable Canadian property will include one-half of the amount of the capital gain (the taxable capital gain) on the disposition of the Companys shares as taxable income for purposes of computing Canadian tax payable.  Where a non-resident shareholder realizes a capital loss on the disposition of taxable Canadian property, one half of the loss (the allowable capital loss) may be deducted from taxable capital gains from the disposition of taxable Canadian property realized by the shareholder in the same year.  Alternatively, where the non-resident shareholder cannot apply the allowable capital loss against taxable capital gains realized in the same year, subject to certain adjustments for years when the capital gains inclusion rate was greater than one-half, the allowable capital loss can be deducted from taxable capital gains realized by the non-resident shareholder in respect of taxable Canadian property in the three previous years or any subsequent year.

If a share of the Common Stock of the Company is disposed of by the Shareholder to the Company other than in the open market in the manner in which shares would normally be purchased by the public, the proceeds of disposition will, in general terms, be limited to the paid-up capital of the share and the balance of the price paid will be deemed to be a dividend.  The amount of such dividend will be subject to Canadian withholding tax as previously described.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of the Company's Common Stock.  This discussion does not address consequences peculiar to 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, non-resident alien individuals or foreign corporations, shareholders owning Common Stock representing 10% of the vote and value of the Company.   In addition, this discussion does not cover any state, local or foreign tax consequences.

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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (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 recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Company's Common Stock and no opinion or representation with respect to the United States federal income tax consequences, to any such holder or prospective holders is made.  Accordingly, holders and prospective holders of the Company's Common Stock should consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares of Common Stock of the Company.

U.S. Holders

As used herein, a "U.S. Holder" is defined as (i) a citizen or resident of the U.S., or any state thereof, (ii) a corporation or other entity treated as a corporation for U.S. federal income tax purposes created or organized under the laws of the U.S. or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax regardless of source or that is otherwise subject to United States federal income tax on a net income basis in respect of the common shares, or (iv) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust, whose ownership of Common Stock is not effectively connected with the conduct of a trade or business in the United States and who is not a shareholder who acquired his or her stock through the exercise of employee stock options or otherwise as compensation.

Distributions on Shares of Common Stock

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the Company's Common Stock are required to include in gross income for United States federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, calculated pursuant to United States federal income tax principles, 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 distributions exceed current or accumulated earnings and profits of the Company, calculated pursuant to United States federal income tax principles, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the Common Stock and thereafter as gain from the sale or exchange of such 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 Company's Common Stock will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of the Company's Common Stock 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.  Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the U.S. Holder's United States federal income taxes.  Under the Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.  Dividends paid by the Company generally will be either "passive" income or "financial services" income, depending on the particular U.S. Holder's circumstances. Foreign tax credits allowable with respect to each class of income cannot exceed the U.S. federal income tax otherwise payable with respect to such class of income.  The consequences of the separate limitations will depend on the nature and sources of each U.S. Holder's income and the deductions appropriately allocated or apportioned thereto.  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 Stock should consult their own tax advisors regarding their individual circumstances.

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Disposition of Shares of Common Stock

A U.S. Holder will recognize gain or loss upon the sale of shares of Common Stock equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received; and (ii) the shareholder's tax basis in the Common Stock.  This gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Common Stock for more than one year. 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 but, in general, non-corporate taxpayers may deduct net capital losses, whether short-term or long-term, of up to US$3,000 per year (US$1,500 in the case of a married individual filing separately).  For U.S. Holders who 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.  Gain or loss recognized upon the sale of shares of Common Stock generally will be treated as United States source income or loss for foreign tax credit purposes.

OTHER CONSIDERATIONS

In the following circumstance, the above discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of the Companys Common Stock:

It is unlikely that the company meets the definition of a "foreign personal holding company" (a "FPHC") or a "controlled foreign corporation (a "CFC") under current U.S. law.  If more than 50% of the voting power or value of the Company were owned (actually or constructively) by U.S. Holders who each owned (actually or constructively) 10% or more of the voting power of the Company's common shares ("10% Shareholders"), then the Company would be treated as a CFC and each 10% Shareholder would be required to include in its taxable income as a constructive dividend an amount equal to its share of certain undistributed income of the Company.  If (1) more than 50% of the voting power or value of the Company's common shares were owned (actually or constructively) by five or fewer individuals who are citizens or residents of the United States and (2) 60% (50% in subsequent years) or more of the Company's gross income consisted of certain interest, dividend or other enumerated types of income, then the Company would be a FPHC.  If the Company were a FPHC, then each U.S. Holder (regardless of the amount of the Company's common shares owned by such U.S. Holder) would be required to include in its taxable income as a constructive dividend its share of the Company's undistributed income of specific types.

The Company does  not believe that it meets the definition of a passive foreign investment company (a PFIC), but there can be no assurance that it will not become a PFIC in the future.  If 75% or more of the Company's annual gross income has ever consisted of, or ever consists of, "passive" income or if 50% or more of the average value of the Company's assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such "passive" income, then the Company would be or would become a PFIC.  Gains from transactions in commodities such as gold are treated as passive income unless "substantially all" of a company's business (generally, more than 85%) is as an active producer of the commodity.  It is possible that the rules relating to transactions in commodities were not intended to result in a corporation that is engaged in the active business of mining being treated as a PFIC.

If the Company were to be a PFIC, then a U.S. Holder would be required to pay an interest charge together with tax calculated at a maximum tax rate on certain "excess distributions" (defined to include gain on the sale of stock) unless such U.S. Holder made an election either to (1) include in his or her taxable income certain undistributed amounts of the Company's income or (2) mark to market his or her Company common shares at the end of each taxable year as set forth in Section 1296 of the Code.

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Information Reporting and Backup Withholding

U.S. information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Companys Common Stock.  Under Treasury regulations currently in effect, a non-corporate holder may be subject to backup withholding at a 30% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments.  Finalized Treasury regulations have generally expanded the circumstances under which U.S. information reporting and backup withholding may apply.  Holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules, including the finalized Treasury regulations.

(F)

Dividends and Paying Agents

Not applicable.

(G)

Statements by Experts

Not applicable.

(H)

Documents on Display

Any documents referred to in this annual report may be inspected at the head office of the Company, Suite 900  510 Burrard Street, Vancouver, British Columbia, V6C 3A8, during normal business hours.

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

Statements made in this annual report on Form 20-F about the contents of contracts or other documents are not necessarily complete and we refer you to the copy of such contracts or other documents filed as exhibits to this annual report.

The Companys SEC filings, and the exhibits thereto, are available for inspection and copying at the public reference facilities maintained by the Commission in Judiciary Plaza, Room 1024, 450 Fifth Street N.W., Washington, D.C., 20549.  Copies of these filings may be obtained from these offices after the payment of prescribed fees.  Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms.

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

(I)

Subsidiary Information

There is no information relating to the Companys inactive subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the financial statements.

ITEM 11:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price and Foreign Currency Exchange Rate Risk

The Company is engaged in gold mining and related activities, including exploration, extraction, processing, refining and reclamation.  Gold bullion is the Companys principal product.  Changes in the price of gold and foreign exchange rates, both of which may fluctuate widely from time to time, could significantly affect the Companys profitability and cash flows.  See Key Information under Item 3 above, for a description of risk factors relating to gold price volatility and foreign exchange and currency fluctuations.

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Since gold is quoted in United States dollars and the operating costs of the Sleeping Giant Mine are in Canadian dollars, changes in the U.S. to CDN currency rates will directly affect earnings and cash flow.  At current 2005 estimates of production of 27,800 ounces of gold and an estimated average gold price of at least US$400, a change of 0.05 in the 1.25 U.S. to CDN dollar exchange rate would have an impact upon earnings and cash flow of approximately $550,000.  The Company utilizes foreign exchange contracts, for purposes other than trading, to manage foreign currency exchange risk.  At December 31, 2004, the Company held US$2.0 million of foreign currency contracts for 2005 at an average conversion rate of 1.23 into Canadian dollars.

Gold prices are affected by numerous factors, including expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic crises and governmental policies with respect to gold holdings by central banks. The demand for and supply of gold affect gold prices but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals. The demand for gold consists of jewelry and investment demand.

At current 2005 estimates of production of 27,800 ounces of gold, a US$10 per ounce change in gold prices would have a $350,000 impact of forecast 2005 earnings and cash flows.  The Company uses derivative commodity instruments to manage its exposure to the risks associated with fluctuations in the price of gold.  At December 31, 2004, the Company did not have any derivative instruments.

ITEM 12:

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13:

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries.  There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

ITEM 14:

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS

There has not been a material modification to the rights of security holders of the Company.

ITEM 15:

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.  The Companys principal executive officer and its principal financial officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) on December 31, 2004, concluded that, as of such date, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities.

Changes in internal control over financial reporting.  There were no significant changes in the Companys internal control over financial reporting or in other factors that could significantly affect the Companys internal control over financial reporting during 2004.

ITEM 16A:

AUDIT COMMITTEE FINANCIAL EXPERT

The Companys Board of Directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the U.S. Securities and Exchange Commission (the SEC)) serving on its Audit Committee.  Mr. Robert Normand has been determined to be such audit committee financial expert and is independent.

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The SEC has indicated that the designation of Mr. Robert Normand as an audit committee financial expert does not make him an expert for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

ITEM 16B:

CODE OF ETHICS

The Company has adopted a Code of Business Ethicsthat applies to all directors, officers and employees of the Company.  The Code of Business Ethics has been posted on the Companys website at www.aurizon.com.

ITEM 16C:

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees

For the years ended December 31, 2004 and 2003, payments to the Companys external auditors, PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia, for audit services and for non-audit services were as follows.   During the years ended December 31, 2004 and 2003, PricewaterhouseCoopers LLP was the Companys only external auditor.

December 31, 2004December 31, 2003Audit and Related Fees(1):102,309$72,998Tax Fees (2):12,700$24,183Total:115,009$97,181


Notes:

(1)

For the audit of Aurizons annual financial statements and services normally provided by the external auditor in connection with Aurizons statutory and regulatory filings.

(2)

The Company uses PWC for tax compliance, advice, and return preparation.  The Company chooses to use PWC for these services due to their  extensive knowledge of the Companys activities and familiarity of its business and the associated cost savings resulting  from that knowledge base.

Audit Committees Pre-Approval Policies And Procedures

The Companys Audit Committee Charter incorporates the Companys pre-approval policies and procedures.  The Companys Audit Committee Charter has been posted on the Companys website at www.aurizon.com.

All of the services rendered by Pricewaterhouse Coopers LLP during 2004 were approved by the Audit Committee pursuant to the pre-approval policies and procedures contained in the Audit Committee Charter.

ITEM 16D:

EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Disclosure not required.

ITEM 16E:

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The Company did not repurchase any of its shares in the fiscal year ended December 31, 2004.

ITEM 17:

FINANCIAL STATEMENTS

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

These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars.  Such financial statements have been reconciled to U.S. GAAP (see note 17 therein). For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see Item 3 Key Information  under Selected Financial Data  Exchange Rate Data.

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ITEM 18:

FINANCIAL STATEMENTS

Not applicable.

ITEM 19:

EXHIBITS

(a)

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

(i)

Managements Discussion and Analysis of Financial Condition and Results of Operations for the Years ended December 31, 2004, 2003, and 2002.

(ii)

Managements Responsibility for Financial Reporting.

(iii)

Auditors Report dated February 23, 2005.

(iv)

Consolidated Balance Sheets as at December 31, 2004, 2003, and 2002.

(v)

Consolidated Statements of Operations and Deficit for the years ended December 31, 2004, 2003, and 2002.

(vi)

Consolidated Statements of Cash Flow for the years ended December 31, 2004, 2003, and 2002.

(vii)

Notes to the Consolidated Financial Statements.

(viii)

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

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Exhibits



1.1

Memorandum and Articles (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 1992, on file with the Commission, as filed on October 18, 1993, under Commission file number 000-22672).

2.1

Amended and Restated Shareholder Rights Plan dated June 15, 2004 (incorporated by reference to the Companys Form 6-K dated June 18, 2004, on file with the Commission).

4.1

Property Purchase Agreement dated April 30, 1998 between Aurizon Mines Ltd. and TVX Gold Inc. (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 1999, on file with the Commission).

4.2

Agency Agreement between Aurizon Mines Ltd., Dundee Securities Corporation and National Bank Financial Inc., dated May 9, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2002, on file with the Commission).

4.3

Beaufor Mine and Perron Property Sale Agreement dated April 5, 2001 between Aurizon Mines Ltd. and Richmont Mines Inc. (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.4

Mining lease: Sleeping Giant Mine (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.5

Mining lease:  Casa Berardi Mine (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.6

Subscription Agreement between Aurizon Mines Ltd. and James Bay Development Corporation dated August 21, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2003, on file with the Commission).

4.7

Agency Agreement between Aurizon Mines Ltd., National Bank Financial Inc., Haywood Securities Inc., Sprott Securities Inc., Orion Securities Inc., Dundee Securities Corporation and McFarlane Gordon Inc., dated September 10, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2003, on file with the Commission).

4.8

Agency Agreement between Aurizon Mines Ltd., Dundee Securities Corporation, National Bank Financial Inc., Pacific International Securities Inc. and Haywood Securities Inc., dated June 30, 2004.

12.1

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

13.1

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

15.1

Management Information Circular dated March 4, 2005.

15.2

Financial Statements for the Year ended December 31, 2004.

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GLOSSARY OF MINING TERMS AND DEFINITIONS

Carbon-in-leach (CIL)--a process to recover dissolved gold onto activated carbon.  The activated carbon is introduced into a gold ore-cyanide slurry during the agitation process and is subsequently separated from the slurry for the removal of the gold.

Carbon in Pulp Processing (CIP)-- a process, similar to CIL, to recover dissolved gold onto activated carbon.  The activated carbon is introduced to the system after the gold has been dissolved by the cyanide solution.

Cut-Off Grade -- the lowest grade of mineralized rock that qualifies as ore grade in a given deposit, and is also used as the lowest grade below which the mineralized rock currently cannot be profitably exploited.  Cut-off grades vary between deposits depending upon the amenability of ore to gold extraction and upon costs of production.

Core/Diamond Drill -- a machine designed to rotate under pressure an annular diamond studding cutting tool to produce a more or less continuous solid sample of material.

Feasibility Study-- a comprehensive study to determine if a project is economically feasible; its conclusions will determine if a production decision can be made and be used for financing arrangements.

Gold Dore -- the term for a bar of gold which contains impurities in excess of two percent.

Induced Polarization Survey -- An exploration technique based on the detection of differing responses that individual rock types or alteration have to an artificially induced electrical charge.  The response measured can be either the delay characteristic of the induced charge or the frequency phase changes resulting from the charge.

Merrill-Crowe-- a precipitation process to recover precious metals from a cyanide solution using zinc dust.

Milling Operation -- Generally refers to the grinding and crushing of ore.

Mineralized Deposit -- a mineralized body which has been physically delineated by drilling, underground work, surface trenching and other workings or drill holes and found to contain a sufficient amount of mineralized material with an average grade sufficient to warrant further evaluation.  Such deposit does not qualify as a commercially mineable (or viable) ore body until technical, economic and legal factors have been sufficiently satisfied to classify the mineralized material as a Reserve.

Mining Claim-- that portion of public mineral lands which a party has staked or marked out in accordance with provincial or state mining laws to acquire the right to explore for and exploit the minerals under the surface.

Net Smelter Return -- a return based on the actual gold sale price received less the cost of refining at an off-site refinery.

Ore -- a natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit, or from which some part may be profitably separated.

Ounces -- troy ounces; in this report production figures refer to gold having a fineness of at least 995 parts per 1,000 parts; other references to ounces in this report do not refer to a specific fineness.  There are 31.1035 grams in a troy ounce.

Mineral Reserve -- that part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination.  Mineral reserves are customarily stated in terms of "ore" when dealing with metalliferous minerals.

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Probable Mineral Reserves  mineral reserves for which quantity and grade and/or quality are computed from information similar to that used for proven mineral reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced.  The degree of assurance, although lower than that for proven mineral reserves, is high enough to assume continuity between points of observation.

Proven Mineral Reserves  mineral reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of mineral reserves are well established.

Proven/Probable Mineral Reserves -- is used if the difference in degree of assurance between proven and probable mineral reserves cannot be reliably defined.

Reclamation -- the process by which lands disturbed as a result of mining activity are turned back to a beneficial land use.  Reclamation activity includes the removal of buildings, equipment, machinery, and other physical remnants of mining; the closure of tailings impoundments, leach pads and other mine features, and the contouring, covering and revegetation of waste rock piles and other disturbed areas.

Shaft --a vertical passageway to an underground mine for moving personnel, equipment, supplies and material including ore and waste rock.

Sulphide Ore -- refers to that part of the ore body that has not been oxidized by near-surface waters; generally contains the mineral pyrite (FeS2)and other sulphides.

Tailings -material rejected from a mill after the valuable minerals have been recovered.

Tonne -- a metric ton of 1,000 kilograms (2,205 pounds).

Tons -- dry short tons (2,000 pounds).

Time-domain Electromagnetic Surveying -- an exploration technique that measures a rock's resistance to the flow of electrical current, which is known as resistivity.  TDEM differs from other resistivity methods in that the current is induced as a time-varying magnetic field that is generated by current flow through a large square loop of insulated wire laid on the ground.

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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 annual report on its behalf.



AURIZON MINES LTD.



[main20f004.gif]

Date: March 31, 2005

Ian S. Walton

Executive Vice President and

Chief Financial Officer





58





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Exhibit Index



1.1

Memorandum and Articles (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 1992, on file with the Commission, as filed on October 18, 1993, under Commission file number 000-22672).

2.2

Amended and Restated Shareholder Rights Plan dated June 15, 2004 (incorporated by reference to the Companys Form 6-K dated June 18, 2004, on file with the Commission).

4.1

Property Purchase Agreement dated April 30, 1998 between Aurizon Mines Ltd. and TVX Gold Inc. (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 1999, on file with the Commission).

4.2

Agency Agreement between Aurizon Mines Ltd., Dundee Securities Corporation and National Bank Financial Inc., dated May 9, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2002, on file with the Commission).

4.3

Beaufor Mine and Perron Property Sale Agreement dated April 5, 2001 between Aurizon Mines Ltd. and Richmont Mines Inc. (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.4

Mining lease: Sleeping Giant Mine (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.5

Mining lease:  Casa Berardi Mine (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2000, on file with the Commission).

4.6

Subscription Agreement between Aurizon Mines Ltd. and James Bay Development Corporation dated August 21, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2003, on file with the Commission).

4.7

Agency Agreement between Aurizon Mines Ltd., National Bank Financial Inc., Haywood Securities Inc., Sprott Securities Inc., Orion Securities Inc., Dundee Securities Corporation and McFarlane Gordon Inc., dated September 10, 2003 (incorporated by reference to the Companys annual report on Form 20-F for the year ended December 31, 2003, on file with the Commission).

4.8

Agency Agreement between Aurizon Mines Ltd., Dundee Securities Corporation, National Bank Financial Inc., Pacific International Securities Inc. and Haywood Securities Inc., dated June 30, 2004.

12.1

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

13.1

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

15.1

Management Information Circular dated March 4, 2005.

15.2

Financial Statements for the Year ended December 31, 2004.



59