UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

(Mark One)



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, 2007

or



Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from _________________ to __________________

or



Shell Company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934



Date of event requiring this shell company report.  _______________________



Commission file number

0-29500



|                                                                                           | 
|------------------------------------------------------------------------------------------ | 
|ARGOSY MINERALS INC.                                                                      
|(Exact name of registrant as specified in its charter)                                    
|                                                                                          
|British Columbia, Canada                                                                  
|(Jurisdiction of incorporation or organization)                                           
|                                                                                          
|Level 2 Suite 10, Peninsular Place
57 Labouchere Road
South Perth, Western Australia, 6151 | 
|(Address of principal executive offices)                                                   | 



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



|                
|----------------
|None            
|(Title of Class)
|                

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



|                                
|--------------------------------
|Common Shares, Without Par Value
|(Title of Class)                

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



|                
|----------------
|None            
|(Title of Class)

Indicate the number of outstanding shares of each of the registrants classes of capital or common stock as of the close of the period covered by the annual report.



|                        
|------------------------
|99,919,105 Common Shares
|                        







---



|
|



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

Yes   No X



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

Yes   No X



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



Yes X  No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer



Accelerated filer



Non-accelerated filerX



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

Item 17 X  Item 18



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

Yes   No X





2





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TABLE OF CONTENTS

GLOSSARY OF TECHNICAL TERMS

5

NOTE TO US READERS  DIFFERENCES REGARDING THE DEFINITIONS OF RESOURCE AND 
 RESERVE ESTIMATES IN THE U.S. AND CANADA

7

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

8

METRIC EQUIVALENTS

8

PART  I

9

ITEM 1  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

9

ITEM 2  OFFER STATISTICS AND EXPECTED TIMETABLE

9

ITEM 3  KEY INFORMATION

9

A.

Selected Financial Data

9

B.

Capitalization and Indebtedness

11

C.

Reasons for the Offer and Use of Proceeds

11

D.

Risk Factors

11

ITEM 4  INFORMATION ON THE COMPANY

17

A.

History and Development of the Company

17

B.

Business Overview

20

C.

Organizational Structure

33

D.

Property, Plants and Equipment

33

ITEM 4A.  UNRESOLVED STAFF COMMENTS

34

ITEM 5  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

34

A.

Operating Results

34

B.

Liquidity and Capital Resources

39

C.

Research and Development, Patents and Licences, etc.

40

D.

Trend Information

40

E.

Off-balance Sheet Arrangements

40

F.

Contractual Obligations

40

ITEM 6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

40

A.

Directors and Senior Management

40

B.

Compensation

41

C.

Board Practices

43

D.

Employees

44

E.

Share Ownership

44

ITEM 7  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

46

A.

Major Shareholders

46

B.

Related Party Transactions

46

C.

Interests of Experts and Counsel

46

ITEM 8 FINANCIAL INFORMATION

46

A.

Consolidated Statements and Other Financial information

46

B.

Significant Changes

47

ITEM 9  THE OFFER AND LISTING

47

A.

Offer and Listing Details

47

B.

Plan of Distribution

48

C.

Markets

48

D.

Selling Shareholders.

48

E.

Dilution

48

F.

Expenses of the Issue

48

ITEM 10  ADDITIONAL INFORMATION

48

A.

Share Capital

48

B.

Memorandum and Articles of Association

48

C.

Material Contracts

51

D.

Exchange Controls

51

E.

Taxation

52

F.

Dividends and Paying Agents

61



3





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G.

Statement by Experts

62

H.

Documents on display

62

I.

Subsidiary Information

62

ITEM 11  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

62

ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

62

PART  II

63

ITEM 13  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

63

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

63

ITEM 15  CONTROLS AND PROCEDURES

63

ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT

64

ITEM 16B  CODE OF ETHICS

64

ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES

64

Audit Fees

64

Audit-Related Fees

65

Tax Fees

65

All Other Fees

65

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

65

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

65

PART  III

65

ITEM 17  FINANCIAL STATEMENTS

65

ITEM 18  FINANCIAL STATEMENTS

80

ITEM 19  EXHIBITS

80

SIGNATURES

82



4





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GLOSSARY OF TECHNICAL TERMS



The following is a glossary of mining terms used in this document:



|                 |   |                                                                                                                                                               
|---------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|alluvial         | - | resulting from erosion and weathering of primary occurrences and later transported, relocated and concentrated by a river.                                    
|amphibole        | - | a group of dark, iron and magnesium bearing rock forming minerals.                                                                                            
|assays           | - | metallurgical procedure for determining grade of sample.                                                                                                      
|basal            | - | lowermost layer or horizon.                                                                                                                                   
|biotite          | - | a dark to black mica; common rock forming mineral.                                                                                                            
|breccia          | - | rock consisting of fragments, more or less angular, in a matrix of finer-grained material.                                                                    
|calcsilicates    | - | a calcium silicate mineral commonly in skarn deposits.                                                                                                        
|chalcopyrite     | - | a yellow coloured copper iron sulphide.                                                                                                                       
|chargeability    | - | the primary unit of measurement in time-domain induced polarisation geophysical surveys.                                                                      
|chlorite         | - | a soft platy mineral; a hydrated silicate that is a common alteration mineral.                                                                                
|clastic          | - | sedimentary rock composed principally of broken fragments derived from pre-existing rocks or minerals.                                                        
|concentrate      | - | a product containing valuable minerals from which most of the waste material in the ore has been separated, usually by a flotation technique.                 
|conductivity     | - | relating to electrical conductivity in rocks.                                                                                                                 
|decantation      | - | metallurgical process where solutions flow or pumped from one process to another.                                                                             
|development      | - | the preparation of a mining property for production.                                                                                                          
|diamond drilling | - | a type of rotary core drilling in which diamonds are used as the cutting tool.                                                                                
|diamondiferous   | - | containing diamond                                                                                                                                            
|epidote          | - | a yellowish green hydrated calcium, aluminium, iron silicate that often forms as an alteration mineral.                                                       
|epithermal       | - | applied to hydrothermal deposits formed at low temperature and pressure.                                                                                      
|fault            | - | a fracture in a rock along which there has been displacement.                                                                                                 
|fault system     | - | two or more interconnecting faults.                                                                                                                           
|flotation        | - | a metallurgical process involving air bubbles to recover a specific mineral from an ore.                                                                      
|gabbro           | - | dark, coarse grained igneous (cooled from deeply buried magma body) rock.                                                                                     
|grade            | - | the proportion of an element (or substance) in an ore body  commonly expressed as a percentage for base metals and grams/tonne or oz/ton for precious metals.
|g/t              | - | grams per tonne.                                                                                                                                              
|gravels          | - | coarse alluvially derived sediments.                                                                                                                          
|IP               | - | induced polarisation; a geophysical technique that uses electrical currents.                                                                                
|km               | - | kilometres (1000 metres).                                                                                                                                     
|laterite         | - | a residual deposit derived from the weathering of ultrabasic rocks by the drainage of meteoric water through fractures.                                       
|lateritic ore    | - | laterite containing nickel and cobalt values in economic concentrations.                                                                                      
|leaching         | - | the dissolution stage of a hydrometallurgical process.                                                                                                        



5







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|                     |   |                                                                                                                                                                                                                                                               
|-------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|limonite             | - | a hydrated oxide of iron which, in the context of a laterite orebody represents the most heavily weathered portion of the laterite profile, lying closest to surface with high concentrations of contained iron and low concentrations of contained magnesium.
|m                    | - | metres.                                                                                                                                                                                                                                                       
|magnetite            | - | an iron oxide mineral.                                                                                                                                                                                                                                        
|measured resource    | - | the estimated quantity and grade of that part of a deposit for which the size, configuration, and grade have been very well-established by observation and sampling of outcrops, drill holes, trenches and mine workings.                                     
|metamorphic          | - | metamorphic rocks are those that have undergone heat+pressure that has commonly resulted in recrystallisation and/or growth of new minerals.                                                                                                                  
|metaconglomerate     | - | a metamorphosed conglomerate; a conglomerate is a coarse grained sedimentary rock                                                                                                                                                                             
|metasediment         | - | a metamorphosed sedimentary rock.                                                                                                                                                                                                                             
|metavolcanic         | - | a metamorphosed volcanic rock.                                                                                                                                                                                                                                
|mineralization       | - | the presence of minerals of possible economic value.                                                                                                                                                                                                          
|mineralogy           | - | the study of minerals.                                                                                                                                                                                                                                        
|mineral resource     | - | a deposit or concentration of natural, solid, inorganic or fossilised organic substance in such quantity and at such a grade or quality that extraction of the material at a profit is potentially viable.                                                    
|ore                  | - | a body of rock from which it is or may be possible to extract minerals profitably.                                                                                                                                                                            
|oxide                | - | a mineral compound of an element (or elements) with oxygen.                                                                                                                                                                                                   
|palaeochannel        | - | ancient river course usually filled in with overburden.                                                                                                                                                                                                       
|pentlandite          | - | pale bronze coloured iron nickel sulphide mineral.                                                                                                                                                                                                            
|plagioclase          | - | feldspar mineral; a common aluminium silicate rock forming mineral.                                                                                                                                                                                           
|pyrite               | - | a yellow iron sulphide mineral.                                                                                                                                                                                                                               
|pyroxene             | - | dark, rock forming silicate mineral.                                                                                                                                                                                                                          
|pyrrhotite           | - | a brownish yellow iron sulphide mineral.                                                                                                                                                                                                                      
|quartzite            | - | a metamorphosed sandstone.                                                                                                                                                                                                                                    
|refinery             | - | a plant or processing facility where ore, concentrates, mixed sulphides or matte are processed into partially or fully refined metals.                                                                                                                        
|reserves             | - | proven, probable, possible.                                                                                                                                                                                                                                   
|resources            | - | measured, indicated, inferred.                                                                                                                                                                                                                                
|saprolite            | - | weathered rock in which the original minerals have been almost completely replaced (e.g. by clays) but the original texture of the rock type is preserved.                                                                                                    
|saprolitic ore       | - | saprolite containing nickel and cobalt values in economic concentrations.                                                                                                                                                                                     
|serpentinised dunite | - | altered mafic rock.                                                                                                                                                                                                                                           
|skarn                | - | a calcilicate-bearing rock type sometimes formed at or near the contact between intrusions and carbonate rocks (e.g.limestones).                                                                                                                              
|stockwork            | - | a 3 dimensional network of vein.                                                                                                                                                                                                                              
|stoping              | - | underground mining activity to remove ore.                                                                                                                                                                                                                    
|strike               | - | the course or bearing of a bed or layer of rock.                                                                                                                                                                                                              
|structural corridor  | - | regional lineations of geological structures such as faults.                                                                                                                                                                                                  
|talc                 | - | a very soft hydrated magnesium silicate mineral.                                                                                                                                                                                                              
|vein                 | - | an occurrence of ore with a regular development in length, width and depth.                                                                                                                                                                                   





6





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NOTE TO US READERS  DIFFERENCES REGARDING THE DEFINITIONS OF RESOURCE AND RESERVE ESTIMATES IN THE U.S. AND CANADA

|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mineral Reserve  | The definitions of mineral reserves, proven mineral reserves and probable mineral reserves, as used in this report, are Canadian mining terms as defined in accordance with National Instrument 43-101  Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) Standards on Mineral Resources and Mineral Reserves Definitions and guidelines adopted by the CIM Council on August 20, 2000. CIM differs from the definitions in the United States.  Securities and Exchange Commission (the Commission) Industry Guide 7 under the U.S. Securities Act of 1933, as amended (the Securities Act).  Under Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.  Under United States standards, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made, where: reserve means that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination;  economically implies that profitable extraction or production has been established or analytically demonstrated to be viable and justifiable under reasonable investment and market assumptions; and while legally does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved, for a reserve to exist, there should be a reasonable certainty based on applicable laws and regulations that issuance of permits or resolution of legal issues can be accomplished in a timely manner.
Mineral reserves are categorized as follows on the basis of the degree of confidence in the estimate of the quantity and grade of the deposit.
Under United States standards, proven or measured reserves are defined as 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 geographic character is so well defined that size, shape, depth and mineral content of reserves are well established.
Under United States standards, probable reserves are defined as reserves for which quantity and grade and/or quality are computed from information similar to that of proven reserves (under United States standards), but the sites for inspection, sampling, and measurement are further 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.
|Mineral Resource | While the terms mineral resource, measured mineral resource, indicated mineral resource, and inferred mineral resource are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. As such, information contained in this report concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the Securities and Exchange Commission. Indicated mineral resource and inferred mineral resource have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an indicated mineral resource or inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies.   Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



7





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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Some, but not all, forward-looking statements can be identified by the use of words such as anticipate, believe, plan, estimate, expect, and intend, statements that an action or event may, might, could, should, or will be taken or occur, or other similar expressions.  Forward-looking statements in this report include, but are not limited to, the extent of the nickel deposits related to the Burundi Nickel Project (as defined herein), the potential for a future project at Musongati, the projected life of any mining project related to such deposits and the ability of Argosy Minerals Inc. (the Registrant) to fund its operations for the next 12 months.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, 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 risks:  risks associated with project development; the Registrants history of losses and lack of revenues; the Registrants lack of mineral producing properties; the potential inability of investors to enforce U.S. judgments against the Registrant or its officers or directors; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; political risks and political risk insurance; environmental liability claims and insurance; infrastructure issues; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrants common share price and volume; adverse tax consequences to U.S. shareholders resulting from the Registrants passive foreign investment company status and the possibility that the Registrant will not be successful in its arbitral proceedings against the Government of Burundi (as discussed herein).  Additional information concerning these and other factors that could affect the operations or financial results of the Registrant are included in this document under Item 3. Key Information  Risk Factors Although the Registrant believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results, performance and achievements or other future events.  The Registrant is under no duty to update any of its forward-looking statements after the date of this report.  Investors should not place undue reliance on such forward-looking statements.



METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:



|                       |                    |            
|---------------------- | ------------------ | -----------
|To Convert From Metric | To Imperial        | Multiply By
|                       |                    |            
|hectares               | acres              | 2.471      
|metres                 | feet               | 3.281      
|kilometres             | miles              | 0.621      
|tonnes                 | tons (2000 pounds) | 1.102      

The information set forth in this Form 20-F is as at February 29

,

2008 unless an earlier or later date is indicated.



8





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PART  I



Item 1  Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2  Offer Statistics and Expected Timetable

Not applicable.

Item 3  Key Information

A.

Selected Financial Data

The following table summarizes selected consolidated financial data for the Registrant (stated in Canadian dollars) prepared in accordance with Canadian Generally Accepted Accounting Principles (Canadian GAAP).  The table also summarizes certain corresponding information prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP).  The information in the table was extracted or derived from the more detailed audited consolidated financial statements and related notes included herein and should be read in conjunction with such financial statements and with the information appearing under the heading Item 5.  Operating and Financial Review and Prospects.  Reference is made to Note 9 of the December 31, 2007 consolidated financial statements of the Registrant, included herein, for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effects on the Registrants financial statements.

To date, the Registrant has not generated any cash flow from operations to fund ongoing operational requirements and cash commitments.  The Registrant has financed its operations principally through the sale of its equity securities, and reimbursement of prior expenditures.  The Registrant currently has sufficient funds to maintain operations for the remainder of its fiscal year at its current level of activity.  In the event that activities increase or new projects are acquired, the Registrants ability to continue operations will be dependent on its ability to obtain additional financing.  For particulars, see Item 4. Information on the Company  Business Overviewand Item 5.  Operating and Financial Review and Prospects  Liquidity and Capital Resources.



9





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|                                              |                          |                          |                          |                          |                         
|--------------------------------------------- | ------------------------ | ------------------------ | ------------------------ | ------------------------ | ------------------------
|                                              | Year Ended Dec. 31, 2007 | Year Ended Dec. 31, 2006 | Year Ended Dec. 31, 2005 | Year Ended Dec. 31, 2004 | Year Ended Dec. 31, 2003
|Statement Of Operations And Deficit           |                          |                          |                          |                          |                         
|Operating Revenues                            | n/a                      | n/a                      | n/a                      | n/a                      | n/a                     
|Net Loss for the Period                       |                          |                          |                          |                          |                         
|Canadian GAAP                                 | 2,819,889                | $1,635,182               | $1,198,637               | $3,148,252               | $2,493,133              
|U.S. GAAP                                     | 2,819,889                | $1,635,182               | $1,198,637               | $3,148,252               | $2,402,621              
|Basic & Diluted Loss per Common Share         |                          |                          |                          |                          |                         
|Canadian GAAP                                 | $0.03                    | $0.02                    | $0.01                    | $0.03                    | $0.03                   
|U.S. GAAP                                     | $0.03                    | $0.02                    | $0.01                    | $0.03                    | $0.03                   
|Dividends Declared                            | n/a                      | n/a                      | n/a                      | n/a                      | n/a                     
|Balance Sheet                                 |                          |                          |                          |                          |                         
|Total Assets                                  |                          |                          |                          |                          |                         
|Canadian GAAP                                 | 3,361,689                | $2,378,898               | $3,671,161               | $4,812,927               | $8,261,351              
|U.S. GAAP                                     | 3,361,689                | $2,378,898               | $3,671,161               | $4,812,927               | $8,261,351              
|Net Assets                                    |                          |                          |                          |                          |                         
|Canadian GAAP                                 | 3,189,067                | $2,267,358               | $3,463,289               | $4,661,926               | $7,810,178              
|U.S. GAAP                                     | 3,189,067                | $2,267,358               | $3,463,289               | $4,661,926               | $7,810,178              
|Shareholders Equity                          |                          |                          |                          |                          |                         
|Canadian GAAP                                 | 3,189,067                | $2,267,358               | $3,463,289               | $4,661,926               | $7,810,178              
|U.S. GAAP                                     | 3,189,067                | $2,267,358               | $3,463,289               | $4,661,926               | $7,810,178              
|                                              |                          |                          |                          |                          |                         
|Weighted Average Number of Shares Outstanding | 98,023,272               | 95,969,105               | 95,969,105               | 95,969,105               | 95,969,105              



In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars.  The following table sets out the exchange rates, based on the noon buying rate in New York City for cable transfer in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, for the conversion of Canadian dollars (CDN$) into United States dollars (US$) in effect for each of the following periods, and the average exchange rates (based on the average of the exchange rates on the last day of each month) and the high and low exchange rates for each of the previous six months:



|                       |                    |        |        |        |        |        | 
|---------------------- | ------------------ | ------ | ------ | ------ | ------ | ------ | 
|Year Ended December 31
|                       |                    | 2007   | 2006   | 2005   | 2004   | 2003  
|                       | Average for Period | 0.9384 | 0.7547 | 0.8276 | 0.7702 | 0.7205



|            |                 |                   |                  |                   |                   |                  |                      | 
|----------- | --------------- | ----------------- | ---------------- | ----------------- | ----------------- | ---------------- | -------------------- | 
|Month Ended
|            |                 | February 28, 2008 | January 31, 2008 | December 31, 2007 | November 30, 2007 | October 31, 2007 | September 30, 
 2007
|            | High for Period | 1.0291            | 1.0096           | 1.0221            | 1.0908            | 1.0531           | 1.0041              
|            | Low for Period  | 0.9815            | 0.9714           | 0.9789            | 0.9993            | 0.9998           | 0.9482              



Exchange rates are based upon the noon buying rate in New York City for cable transfers in foreign currencies for customs purposes by the Federal Reserve Bank of New York.  The noon rate of exchange on February 29, 2008 as reported by the United States Federal Reserve Bank of New York for the



10





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conversion of Canadian dollars into United States dollars was

0.9796 (US$1.00 = CDN$1.0208) and for the conversion of Australian dollars into United States dollars was 0.9370 (US$1.00 = AUS$1.0672).



B.

Capitalization and Indebtedness

Not applicable.



C.

Reasons for the Offer and Use of Proceeds

Not applicable.



D.

Risk Factors

An investment in the common shares, without par value, of the Registrant (the Common Shares) should be considered to be highly speculative due to the nature of the Registrants business, the present stage of its projects and the risks inherent in the development, construction, commissioning of mines and the processing and the sale of diamonds, nickel, cobalt, gold and silver products.



Some of the risks associated with an investment in the Common Shares of the Registrant include, but are not limited to, the following:

i.

Lack of Revenues; History of Losses

The Registrant has not recorded any revenues or net income from its operations nor has the Registrant commenced commercial production on any of its properties over the Registrants twenty (20) year existence.  The Registrant has accumulated net losses of approximately $45 million through December 31, 2007.  There can be no assurance that significant additional losses will not occur in the near future or that the Registrant will generate any revenues from mining operations or be profitable in the future.  The Registrant anticipates that its operating expenses and capital expenditures may increase significantly in subsequent years if it adds the consultants, personnel and equipment associated with advancing exploration, development and possible commercial production of its properties should it decide to put a property into production.  The amounts and timing of expenditures will depend on the Registrants ability to obtain financing on acceptable terms, the progress of ongoing exploration and development, the results of consultant analysis and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, the Registrants acquisition of additional properties and other factors, many of which are beyond the Registrants control.

The Registrant does not expect to receive revenues from operations in the foreseeable future, if at all.  The Registrant expects to continue to incur losses unless and until such time as properties enter into commercial production, if at all, and generate sufficient revenues to fund its continuing operations.  The development of the Registrants properties will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties.  There can be no assurance that the Registrant will generate any revenues or achieve profitability.

ii.

No Mineral Producing Properties; Registrant is in Exploration Stage

The Registrant is an exploration-stage company.  There are no known ore reserves on the Registrants properties and any work program on a property would be an exploratory search for ore grade mineralization.  There can be no assurance that the current exploration programs planned by the Registrant will result in a profitable commercial mining operation.

The exploration for and development of mineral deposits is a speculative venture necessarily involving substantial risks.  There is no certainty that the expenditures to be made by the Registrant will result in discoveries of commercially viable mineral deposits.  Few properties



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which are explored are ultimately developed into producing mines.  The Registrant has no plant or equipment located on any of its sites.  Major expenses may be required to establish ore reserves, develop metallurgical processes, construct mining and processing facilities at a particular site and establish the required infrastructure (i.e., electricity and roads).  In exploring its properties, the Registrant may be subjected to an array of complex economic factors and accordingly, there can be no assurance that feasibility studies will be carried out on any of its properties or that results projected by any feasibility study will be attained in the event that the Registrant commences production on any of its properties.

iii.

Risk of Development

The Registrant has not brought any property in which it had an interest into commercial production.  As such, the Registrants ability to meet production, timing and cost estimates for properties cannot be assured.  Technical considerations, delays in obtaining government approvals, the inability to obtain financing or other factors could cause delays in developing properties.  Such delays could materially adversely affect the financial performance of the Registrant.

iv.

Additional Financing Requirements

The Registrants operations currently do not provide any cash flow.  In the past the Registrant has relied on sales of equity securities to meet its cash requirements.  There can be no assurance that future operations will provide cash flow sufficient to satisfy operational requirements and cash commitments, or that additional equity financing will be available on terms acceptable to the Registrant, or at all.

The Registrant presently has sufficient financial resources to maintain its current level of operations for at least the remainder of its current fiscal year.  Property acquisitions or changes in the scope of the Registrants operations may require additional funding.  The Registrants operational budget is based in part on estimates provided by independent contractors.  In the past these estimates have proven to be less than amounts ultimately paid by the Registrant, largely resulting from changes in the project.  Failure of the Registrant to obtain additional financing, if and as required, on a timely basis could delay some or all of the Registrants projects.

Construction of any of the projects may require that the Registrant raise substantial project financing.  The Registrant has not previously completed financing of a development project and a financing of this magnitude will be dependent on a large number of factors beyond the Registrants control, including the state of financial and equity markets, interest rates, currency exchange rates, commodity prices for amongst others, nickel, cobalt, copper and sulphur, energy prices and other factors.  Failure by the Registrant to finance any of the projects could materially adversely affect the Registrants future financial performance.

v.

Operational Risks

The business of mining and processing is generally subject to certain types of risks and hazards, including fires, power outages, labour disruptions, the inability to obtain suitable or adequate land, machinery, equipment, or labour, environmental hazards, industrial accidents, unusual or unexpected rock formations, cave-ins,flooding, finished product losses, theft, periodic interruptions due to inclement or hazardous weather conditions and political risk.  Such risks could result in damage to, destruction of or expropriation of mineral properties or production facilities, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability.  Projects may also be affected by risks of fluctuations in exchange rates and inflation.  No assurance can be given that insurance to cover these risks will be available at economically feasible premiums or at all.  Insurance against environmental risks (including potential for pollution or other hazards as a result of the disposal of waste products occurring from production)



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is not generally available to the Registrant or to other companies within the industry.  To the extent that the Registrant is subject to environmental liabilities, the payment of such liabilities would reduce or exhaust the funds available to the Registrant.  Should the Registrant be unable to fund fully the cost of remedying an environmental problem, the Registrant might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

vi.

Fluctuations in Commodity Prices

The mining industry in general is intensely competitive and there is no assurance that, even with commercial quantities of mineral deposits discovered, a profitable market will exist for the sale of any metals produced.  Factors beyond the control of the Registrant may affect the marketability of any substances discovered.  The prices of various metals have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Registrant, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining production methods.  The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions.  There can be no assurance that the price of any metal will be such that the Registrants properties can be mined at a profit.

The Registrant does not currently hedge any of its proposed future production, but may do so in the future.

vii.

Uncertainty of Title

Third parties may dispute the Registrants rights to its mining and other interests.  While the Registrant has investigated title to all its property interests and, to the best of its knowledge, title to all properties is in good standing or is subject to permit renewal application, this should not be construed as a guarantee of title.

Potential project sites in Burundi and elsewhere may be subject to dispute, prior unregistered claims, or native land claims and ultimate transfer to the Registrant may be affected by undetected defects.  Such claims or defects could materially adversely affect one or more of the projects and the Registrants financial performance.

viii.

Foreign Countries and Regulatory Requirements and Extension of the Mining Convention

The current or future operations of the Registrant, including development activities and commencement of production on its properties, require permits from various foreign, federal, state and local government authorities and such operations are and will be governed by existing and possible future laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.  Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits for exploration and permit renewals.  Applications for the renewal of prospecting permits are made as and when required.  The Registrant has commenced arbitral proceedings in the International Court of Arbitration of the International Chamber of Commerce (the ICC) in Paris against the Government of Burundi to enforce the Registrants right to proceed with the Burundi Nickel Project pursuant to the Mining Convention (as defined herein) between Andover Resources N.L., (Andover) a subsidiary of the Registrant and the Government of Burundi dated February 11, 1999.  There is no assurance that the Registrant will be successful in the arbitration. Should the Registrant not be successful it would result in the Registrant not being able to proceed with the Burundi Nickel Project and materially adversely affect the Registrants future financial



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performance.  The Registrants management does not expect that any of its properties will have progressed to completion of a feasibility study prior to December 31, 2009, and the Registrant would not commence operations on any property until a feasibility study has been prepared on that property.

The Registrant believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.  There can be no assurance, however, that all permits which the Registrant may require for prospecting or the construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which the Registrant might undertake.

ix.

Political Risk and Political Risk Insurance

The Registrant is exposed to political risk as it has projects in areas which may be subject to unstable political situations. The Registrant has not applied for political risk insurance through the Canadian Export Development Corporation.  Should the Registrant apply for such insurance there can be no assurance that insurance will be available at economically feasible premiums or available at all.

The Canadian Government, through the Export Development Corporation, may provide insurance to cover unforeseen political risk.  In deciding whether to provide insurance coverage, the Canadian government considers the following factors: whether the Registrants activities involve economic advantages to Canada, such as the development and preservation of foreign markets or the securing of sources of raw materials not available in Canada; whether there are economic advantages to the host country, such as expansion of employment; whether there is host government approval of the proposed activity; and the size and nature of the activity; however, as a matter of policy, the Canadian governments insurance program covers almost any right that a Canadian company may acquire in a foreign enterprise, including equity, loans, management contracts and royalty and licensing agreements.

Specifically, the Registrants Burundi nickel project is located at Musongati in Burundi in Central Africa (the Burundi Nickel Project) where there has been a recent history of political conflict between various groups.  These groups are seeking to share political and military power. Attempts have been made by the international community to broker an agreement which will allow for an end to the conflict and a peaceful transition of power.  The instability within the country gave rise to a declaration of force majeure by the Registrants subsidiary in April 2000.  Following the implementation of a transitional government in Burundi in November 2001 as a result of the peace accord signed by most of the parties and a subsequent improvement in general security, the declaration of force majeure was lifted on March 28, 2002.  Force majeure was re-imposed in August 2002 following a significant deterioration in security in Burundi and lifted again in May 2005.  The Registrant commenced discussions with the Ministry of Mines in Burundi regarding a continuance of the Mining Convention and the re-commencement of activities at Musongati, however, in June 2007, the Registrant commenced arbitral proceedings at the ICC due to the Government of Burundis purported termination of the Mining Convention.  In the event that the political and security situation does not improve, or that the Mining Convention is not continued, the Registrants ability to proceed with the Burundi Nickel Project could be materially adversely affected.

x.

Environmental Factors

While the Registrant has reviewed the existing environmental legislation of each country in which it has a project, these assessments are preliminary in nature.  The Registrants projects are at an early stage and will require substantially more work regarding environmental matters and will be



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required to meet World Bank standards or regulations of the local governments, whichever is more stringent.  Therefore, existing and possible future environmental legislation, regulations and actions in Burundi could cause additional expense, capital expenditures, restrictions and delays in the Registrants activities undertaken in connection with the projects.  The continued conduct of each of the Registrants projects depends, to a large extent, on the obtaining and maintaining of environmental approvals and there is no assurance that such approvals will be granted when requested.  Delays in the granting of such approvals and/or changes in environmental legislation and regulations could materially adversely affect the Registrants operations and financial performance.

xi.

Infrastructure Issues

The Burundi Nickel Project will require significant infrastructure upgrades, particularly relating to transportation (rail, road and neighbouring country harbour facilities) as well as the provision of additional electrical power.  Delays in infrastructure upgrades or the requirement for the Registrant to finance such upgrades may materially adversely affect the Registrants financial performance.

xii.

Reliance on Key Personnel

The Registrant is heavily dependent upon the expertise of certain of its own or its subsidiaries key officers.  The loss of the services of one or more of these individuals could have a material adverse effect on the Registrant.  The Registrants ability to recruit and retain highly qualified management personnel is critical to its success.  There can be no assurance that the Registrant will be successful in attracting and retaining skilled and experienced management; if it is unable to do so this may materially adversely affect the Registrants financial performance.

xiii.

Conflicts of Interest

Certain directors, officers or promoters of the Registrant are directors, officers, significant shareholders or promoters of other publicly listed companies.  As a result, potential conflicts of interest may arise with respect to the exercise by such persons of their respective duties for the Registrant.  In the event that such a conflict of interest arises at a meeting of the directors of the Registrant, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In the appropriate cases, the Registrant will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  Other than as indicated, the Registrant has no other procedures or mechanisms to deal with conflicts of interest.

xiv.

Absence of Dividends

The Registrant has never declared or paid cash dividends on its Common Shares and does not anticipate doing so in the foreseeable future.  There can be no assurance that the Registrants board of directors (the Board) will ever declare cash dividends, which action is exclusively within its discretion.  Investors cannot expect to receive a dividend on the Registrants Common Shares in the foreseeable future, if at all.

xv.

Currency Fluctuation

The Registrant currently maintains its banking accounts in Australian and Canadian dollars.  The Registrants office in Australia (using Australian Dollars) and proposed operations in Burundi (using Burundian francs), and the proposed sale of metals which are priced in U.S. dollars make it subject to foreign currency fluctuations and such fluctuations may materially affect the Registrants financial position and results from operations.  The Registrant does not currently engage in hedging activities.



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xvi.

Competition

The Registrant competes with other development companies which have similar operations, and many such competitor companies have operations and financial resources and industry experience far greater than those of the Registrant.  Nevertheless, the market for the Registrants potential future production of nickel, cobalt and copper tends to be commodity-oriented rather than company-oriented.  If it successfully reaches commercial production, the Registrant will still be subject to competition from much larger and financially stronger competitors and such competition may materially adversely affect the Registrants financial performance.

xvii.

Dilution

The Registrant may attempt to raise additional capital in the future from the issue of new Common Shares and grant to some or all of its own and its subsidiaries directors, officers, insiders, key employees and consultants options to purchase the Registrants Common Shares as non-cash incentives to those entities and individuals.  Such capital raisings may be at prices below or equal to market prices and such options may be granted at exercise prices equal to market prices at times when the public market is depressed.  To the extent that significant numbers of new Common Shares are issued or such options may be granted and exercised, the interests of then existing shareholders of the Registrant will be subject to additional dilution.



The Registrant is currently without a source of revenue and will be required to issue additional shares to finance its operations and, depending on the outcome of any feasibility studies, may also issue substantial additional shares to finance the construction of any or all of its projects.

xviii.

Volatility of Common Share Price and Volume; Lack of Liquidity

The Registrants Common Shares are listed for trading on the Australian Stock Exchange (ASX).  The Registrants listing on the CDNX, in Canada, was voluntarily terminated on October 4, 2001 due to lack of trading volume. Shareholders of the Registrant may still be unable to sell significant quantities of the Common Shares into the public trading markets without a significant reduction in the price of the shares, if at all.  Furthermore, there can be no assurance that the Registrant will continue to be able to meet the listing requirements of the ASX or achieve listing on any other public trading exchange.  The market price of the Common Shares may be affected significantly by factors such as changes in the Registrants operating results, the completion or delay of a positive feasibility study, the availability of construction financing, fluctuations in the price of metals, the interest of investors, traders and others in small exploration stage public companies such as the Registrant and general market conditions.  In recent years the securities markets in Australia have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small capitalisation exploration companies similar to the Registrant, have experienced wide fluctuations which have not necessarily been related to the operating performances, underlying asset values or future prospects of such companies.  There can be no assurance that future fluctuations in the price of the Registrants shares will not occur.

xix.

Adverse Tax Consequences to U.S. Shareholders Resulting From the Registrants PFIC Status

The Registrant believes that it qualified as a passive foreign investment company (PFIC) for the fiscal year ended December 31, 2007 and may qualify as a PFIC in the future with respect to U.S. Holders of the Registrants Common Shares because the Registrants only source of income is interest, a passive source of income under the PFIC rules.



See Item 10.E. Taxation - United States Federal Income Tax Consequences for a more detailed discussion of material United States federal income tax consequences for U.S. shareholders.



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xx.

Potential Inability to Enforce U.S. Judgements against the Registrant or its Officers and Directors

The Registrant is incorporated under the laws of British Columbia, Canada and, all of the Registrants directors and officers are residents of either Canada or Australia.  Consequently, it may be difficult for United States investors to effect service of process within the United States upon the Registrant or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts predicated upon civil liabilities under the Securities Act.  A judgement of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgement was obtained had jurisdiction, as determined by the Canadian court, in the matter.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Registrant predicated solely upon such civil liabilities.



Item 4  Information on the Company

A.

History and Development of the Company

The Registrants legal name is Argosy Minerals Inc.  The Registrant was incorporated in the Province of Alberta pursuant to the Business Corporations Act (Alberta) on December 17, 1985, was continued under the Canada Business Corporations Act on September 24, 1987, was continued pursuant to the Business Corporations Act (Yukon) on June 17, 1997 and on May 26, 2005 was continued into British Columbia under the Business Corporations Act (British Columbia).



The address for service of the Registrant is at its registered and records office in Canada, located at 925 West Georgia Street, Vancouver, BC V6C 3L2, Canada  tel. (604) 685-3456.  Its registered office in Australia is Suite 10, Peninsula Place, 57 Labouchere Road, South Perth, Western Australia, Australia 6151  tel. (011) 618-9474-4234.



The Burundi Nickel Project, acquired in 1999 pursuant to a Mining Convention between the Registrants wholly owned subsidiary, Andover, and the Government of Burundi, has been subject to force majeure due to political instability in Burundi.  In May 2005 the Registrant lifted force majeure and initiated discussions with the Ministry of Mines to secure a continuation of the Mining Convention.  After extensive, but futile, attempts by Andover to negotiate with the Government of Burundi to continue its work under the Mining Convention, and to obtain the necessary research permit from the Minister of Mines, Andover instructed its legal counsel to commence arbitral proceedings against the Government of Burundi at the International Chamber of Commerce in Paris.  See Item 4B Business Overview  Burundi Nickel Project  Musongati.



In March 2003, the Registrant entered into an option agreement, with subsequent amendments for the acquisition of 85% of Albetros Inland Diamond Exploration Pty Ltd. (Albetros), the owner of a prospecting permit in Namaqualand, South Africa (the Albetros Diamond Project).  See Item 4B Business Overview, Albetros Diamond Project.



In December 2003 and May 2004, the Registrant entered into option agreements over the Gold Creek properties in Nevada, USA.  See Item 4B Business Overview, Gold in Nevada, US.



In April 2005, the Registrant entered into an option agreement for the acquisition of the Lac Panache Project in Sudbury, Ontario.  In April 2006, the Registrant entered into an agreement to acquire the Fish Creek property in Nairn Township, 50km southwest of Sudbury, Ontario and in May 2007, acquired the rights to the Copper Cliff Property in Sudbury, Ontario.  See Item 4B Business Overview, Lac Panache, Fish Creek and Copper Cliff Projects, Sudbury, Canada.





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Principal Capital Expenditures and Divestitures

The Registrants Principal Accounting Policies for Project Assessment and Mineral Properties and Deferred Costs are as follows:

Project Assessment Expenditures

Project assessment costs consist of expenditures to evaluate new projects.  These expenditures are charged to income when incurred.  Once the Corporation decides to acquire the property, costs associated with its acquisition and exploration or development will be accounted for as described under Mineral Properties below.  Included in project assessment expenditures are option payments for mineral properties.  These payments are charged to income when incurred.



Mineral Properties

a)

Mineral property acquisition costs

Mineral properties consist of exploration and mining concessions, options and contracts.  Acquisition costs are capitalized and deferred until such time as the property is put into production, or the property is disposed of, either through sale or abandonment or becomes impaired. If a property is put into production, the cost of acquisition will be written off over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the acquisition costs will be written off to operations.

Recorded costs of mineral properties are not intended to reflect present or future values of resource properties. The recorded costs are subject to measurement uncertainty and, based on existing knowledge, it is reasonably possible that changes in future conditions could require a material change in the recognized amount.

Although the Corporation has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Corporations title. Such properties may be subject to prior undetected agreements or transfers and title may by affected by such defects.

b)

Mineral property exploration expenditures

When proven and probable reserves are determined for a property, subsequent development costs of the property are capitalized and amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property are credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the exploration costs will be written off to operations.

Recorded costs of mineral property exploration expenditures are not intended to reflect present or future values of resource properties. The recorded costs are subject to measurement uncertainty and, based on existing knowledge, it is reasonably possible that changes in future conditions could require a material change in the recognized amount.

c)

Impairment of mineral property acquisition costs and exploration expenditures

Carrying values of mineral properties and, the property, plant and equipment associated with those mineral properties, are reviewed for impairment when events or changes in circumstances occur that suggest possible impairment. If the property is assessed to be impaired, it is written down to its estimated fair value.

The Registrant has not incurred any capital expenditures on its mineral resource projects over the last three years.  All of its projects except the Burundi Nickel Project are held under option agreements and



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any expenditure on the property is expensed when incurred.  No significant expenditure was incurred on the Burundi Nickel over the last three years; however, project assessment expenditures are reflected below:

|                         |                         |      |      |     
|------------------------ | ----------------------- | ---- | ---- | ----
|Project                  | Location                | 2007 | 2006 | 2005
|Burundi Nickel Project 1 | Burundi, Central Africa | Nil  | Nil  | Nil 



1.

The Registrant acquired the Burundi Nickel Project during the year ended December 31, 1999 following the completion of a plan of arrangement whereby Argosy Mining Corp. (AMC) became a wholly-owned subsidiary of the Registrant.



Where exploration on its mineral projects prove unsatisfactory, the Registrant disposes of the project and writes off expenses and deferred costs associated with that project.  No expenditures were written off over the last three years due to unsatisfactory exploration results.  In addition, the Registrant reviews the carrying costs, if any, of each of its investments quarterly and writes down mineral properties and deferred costs associated with projects whose carried costs may not be recoverable.  No mineral properties and deferred costs were written down over the last three years due to continued low metals prices, political instability, the loss of the project or the inability to introduce a joint venture partner or sell the underlying project.

Capital Expenditures and Divestiture of Assets are Reflected Below:

Capital Expenditures:

|        |          |      |      |     
|------- | -------- | ---- | ---- | ----
|Project | Location | 2007 | 2006 | 2005
|n/a     | n/a      | n/a  | n/a  | n/a 



Divestiture of Assets:

|        |          |          |      |     
|------- | -------- | -------- | ---- | ----
|        |          | Proceeds
|Project | Location | 2007     | 2006 | 2005
|n/a     | n/a      | n/a      | n/a  | n/a 

There has been no divestiture of assets over the last three years.



Details of Project Assessment Expenditures during the years ended December 31, 2007, 2006 and 2005 are as follows:

|                                                  |           |           |          
|------------------------------------------------- | --------- | --------- | ---------
|                                                  | 2007      | 2006      | 2005     
|Lac Panache, Fish Creek and Copper Cliff Projects |           |           |          
|Consulting                                        | $
51,761  | $
4,755   | $
9,130  
|Travel and Accommodation                          | -         | -         | 1,705    
|Geophysics & Assays                               | -         | 54,343    | -        
|Option and Claim Fees                             | 193,026   | 100,000   | 43,900   
|Contractor, Equipment and Labor                   | -         | -         | 111,026  
|                                                  | 244,787   | 159,098   | 165,761  
|Other Projects *                                  |           |           |          
|Consulting and Assessment                         | 450,709   | 140,151   | 48,511   
|Option Fees                                       | -         | -         | 61,513   
|Travel, Accommodation and other                   | 293,618   | 8,932     | 15,737   
|Expenses Recovered                                | -         | (79,535)  | (61,513) 
|                                                  | 744,327   | 69,548    | 64,248   
|Total                                             | $
989,114 | $
228,646 | $
241,327

*

Includes expenditures on projects that are currently the subject of negotiation for possible acquisition, travel related to   attempts to advance the Burundi Nickel project and expenditures on a number of projects that were reviewed but which   did not meet the Corporations criteria for ongoing exploration.





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Over the next year, the Registrant proposes to finance the following project assessment and capital expenditures on its projects:

|                       |                         |                
|---------------------- | ----------------------- | ---------------
|Project                | Location                | 2008 (Proposed)
|Burundi Nickel Project | Burundi, Central Africa | $250,000 (1)   



Note:

(1)

These expenditures are subject to the Registrant being successful in the arbitral proceedings at the ICC and the receipt of the secondary permits to commence work at Musongati.

(2)

The Registrant is seeking new opportunities and project assessment or capital expenditures will vary depending on the nature of new projects acquired or the results of assessments of current projects, as well as any change in the security situation in Burundi and the successful conclusion of the arbitral proceedings.



These expenditures are being financed from the Registrants working capital.



There has been no indication of any public takeover offers by third parties in respect of the Registrants Common Shares nor has the Registrant attempted the public takeover of other companies shares during the last or in the current financial year.



The Registrant was not involved in any bankruptcy, receivership or similar proceedings, nor was it a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets, since December 31, 2003 through the date of this Annual Report.



B.

Business Overview

The Registrant is a British Columbia corporation involved in the exploration and possible future development of mineral resources.  Its Common Shares are listed for trading on the ASX under the trading symbol AGY.



At December 31, 2007, the Registrant had one project, namely:

-

The Burundi Nickel Project in Burundi, Central Africa, which is subject to arbitral proceedings at the ICC.



In 2003, the Registrant acquired the Albetros Diamond Project and in 2004, the Nevada Gold Projects.  These Projects were terminated in the fiscal year ended December 31, 2005.



In April 2005 and in April 2006, the Registrant acquired the Lac Panache and Fish Creek properties and in May 2007, the Registrant acquired the rights to the Copper Cliff Property, all in Sudbury, Ontario.  All the projects in Sudbury, Ontario were terminated in the fiscal year ended December 31, 2007.  See Item 4B Business Overview, Lac Panache, Fish Creek and Copper Cliff Projects, Sudbury, Canada.



The Registrant does not have a source of revenue other than interest income from cash balances.



To date, the Registrant has not earned any revenues.



1.

Lac Panache, Fish Creek and Copper Cliff Projects, Sudbury, Canada

In April 2005, the Registrant entered into an option agreement with a private owner over the Lac Panache Project in Sudbury Mining Division, Ontario, Canada.  The project area comprised 43 claims containing a total of 162 claim units distributed across four separate blocks: Lake Panache, Brazil Lake, Little Panache and Norwest. The Registrant announced in June 2005 that the total land area of the project had been increased by a further 39 claim units in five claims bringing the total area to 32.2 km2.





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The Registrant could have earned 100% of the project through staged cash payments totalling $300,000 and completing staged work commitments over three years of $455,000.  On production, the vendor would have retained a 3% net smelter return (NSR).  This NSR was subject to buy-back provisions.



In April 2006, the Registrant entered into an agreement to acquire the Fish Creek property in Nairn Township, 50km southwest of Sudbury.  Covering 2.88 km2, the property consists of 2 claims containing a total of 18 claims units, each 400m by 400m in area.  The Registrant could have earned 100% of the project through staged cash payments totalling $100,000 and completing staged work commitments over three years of $21,600.  On production, the vendor would have retained a 3% NSR.  This NSR was subject to buy-back provisions.



In May 2007 the Registrant entered into an agreement to acquire a 100% interest in the Copper Cliff property, comprising 16 mineral claims covering 29.44 km2in Eden Township in Sudbury, Ontario.  The Copper Cliff property is believed to cover a portion of the southern extension of the Copper Cliff Offset dike.



The terms of the agreement were that the Registrant would have incurred staged expenditures totalling $494,600 over three years with a minimum expenditure of $78,200 in the first year.  In addition, the Registrant would have made staged cash payments totaling $313,200 and issued 1 million fully paid shares over the three years.  On execution of the agreement, the Registrant paid $33,200 cash and issued 250,000 fully paid shares to the vendor.  Should the Registrant have exercised its option to acquire the Copper Cliff property, the vendor would have retained a 3% NSR which was also subject to buy-back provisions.



The Registrant terminated its options over the Lac Panache, Fish Creek and Copper Cliff properties during the year ended December 31, 2007 as described under 2007 Exploration below.



Regional Geology

The Lac Panache project area lies within the Southern Province, one of three subdivisions within the Canadian Shield. Metasedimentary and subordinate metavolcanics of the Huronian Supergroup (~2.5 - 2.22 billion year old) form part of the Southern Province.



The Huronian metasediments have been described as being dominantly coarse clastic sedimentary rocks derived mainly from the Superior Province craton to the north and deposited, for the most part, in fluvial-deltaic and marine environments. Intrusive rock units identified in the project area include Nipissing Gabbro (2.15 billion year) and gabbro dikes (1.2-1.5 billion year). Rocks in the region were subjected to deformation and regional metamorphism during a series of events that started prior to emplacement of the Nipissing Diabase and culminated around 1.7-1.8 billion years ago.



The term Nipissing Gabbro (or Nipissing Diabase) has been used to refer to mostly gabbroic intrusions of ~2.1 billion year age that occur throughout the eastern part of the Southern Province. These intrusions commonly exhibit the effects of low to moderate grade regional metamorphism.  In the metagabbros the original pyroxene and calcic plagioclase have been replaced by amphibole, sodic plagioclase, epidote, talc, chlorite and quartz.



Situated approximately 50 km southwest of Sudbury, the Fish Creek property is positioned over a possible southwest extension of the Mystery Offset Dike exposed some 10 km to the northeast. The Mystery Offset Dike has been described by other explorers as being an extension of the Worthington Offset Dike on which CVRDs (originally Incos) Totten Deposit is located. Offsets are dike-like bodies



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of quartz diorite that have been interpreted as infilling major fracture zones. Thee dikes are known to occur both radiating from and concentric to the Sudbury Igneous Complex (SIC).



Summary of Activities

2005 Exploration

During the second half of 2005, the Registrant commenced a program of trail construction and trenching of known geophysical and geochemical anomalies at its Lac Panache Project.



Field activities included reconnaissance-scale sampling of the three smaller claim block areas (Brazil Lake, Little Panache and Norwest) and more detailed mapping and sampling within the larger Panache claim block.  Activities in the Panache claim block were mainly at Boundary Prospect. Approximately 2.5 km of new access trails plus 900 metres of trenching (measured along the long axis of the trench) were completed.  A total of 129 rock samples were collected during the field program and these were submitted to SGS Canada Inc. for assaying.  Of the total number of samples, 62 were channel samples with a cumulative length of 122.7 metres and an average length of about 2 metres.



Sawmill Bay Prospect Geology and Sampling

Reconnaissance-scale rock chip sampling was conducted across the eastern end of the Nipissing Gabbro at Sawmill Bay in order to help define areas for future trenching and possible drilling. Sampling by earlier explorers identified anomalous concentrations of gold, platinum, palladium, copper and nickel in sulphide-bearing gabbroic rocks belonging to the Nipissing Gabbro.



A total of 45 grab samples of outcrop/subcrop were taken along a 2.9 km long interval of gabbro. A central 1km length of strike in which 25 samples were collected returned 11 samples with greater than 0.2% copper (maximum of 0.59% copper), five with greater than 0.1% nickel (maximum of 0.17%), and six with greater than 1ppm platinum+palladium+gold (maximum of 2.213 ppm). Samples carrying anomalous grades are metagabbro with disseminated and/or fracture-controlled sulphides (chalcopyrite, pyrrhotite, pyrite and pentlandite). The metagabbro is typically a weakly metamorphosed gabbro in which the mafic phases exhibit alteration to biotite and amphibole.



Boundary Prospect Geology and Sampling

All of the trenching and most of the channel sampling activities that took place during the field program were carried out at Boundary Prospect. Trenching was carried out by means of an excavator that removed topsoil and overburden (mostly less than 2m thick) and stockpiled the material adjacent to the trench. The trench was then washed down to expose bedrock. A portable Stihl diamond blade cutter was used to cut a set of parallel slots from which the channel sample was extracted. Individual channel samples, averaging 2m in length, range from 1.4  2.6m in length and 8  25 kg in weight.



A ground IP/resistivity geophysical survey, carried out in 2000, by a previous explorer identified a series of chargeability/conductivity anomalies that are related to the presence of sulphides. Some of these anomalies had been investigated in 2000 by means of trenching and channel sampling.  The Registrant focused on trenching of anomalies and their extensions not previously investigated.



A roughly linear NW-trending conductivity anomaly within the southern half of the geophysical survey area is located along the southern contact zone between Nipissing Gabbro and Espanola Formation.  As a result of the recent trenching program, this contact zone, up to 14m in thickness, has now been traced for some 960m. The mineralogy of the zone changes along strike from a sulphide and magnetite bearing skarn-style assemblage, within the NW half, to a quartz +/- calcsilicates +/- sulphides



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vein/breccia/replacement style of mineralisation to the SE. Sulphide minerals in the skarn are chalcopyrite, pyrite and pyrrhotite; magnetite is locally abundant.



Channel sampling was carried out at seven locations along the strike of the contact zone with a total of 30 channel samples being collected. Copper assays ranged between 19 ppm in quartz vein material at the eastern end of the contact zone to 2m with 0.49% copper (within 6m @ 0.34% copper and 0.17% nickel) in quartz-pyrite breccia near the central part.



The strong chargeability anomaly along the gabbros northern contact was intersected in two trenches. In each the anomaly was found to be caused by the presence of disseminated pyrite and pyrrhotite within metaconglomerates belonging to the Bruce Formation.



Isolated chargeability anomalies within the Nipissing Gabbro are related to zones of disseminated and fracture-controlled sulphides (mainly pyrrhotite and chalcopyrite with minor pentlandite). Channel sampling of Nipissing gabbro returned only weakly anomalous grades, best being 6m with 0.27ppm platinum+palladium+gold. The best grab sample returned 0.57 ppm.



Little Panache Claim Block

Consisting of two claim units, the Little Panache claim block is located north of the main Panache claim block. Two outcrop samples were collected during a brief reconnaissance visit to the property.



A composite outcrop grab sample taken across a 5m x 5m area of chalcopyrite-bearing quartz stockwork veining in quartzite returned 0.6 ppm gold and 1.38% copper. A grab outcrop sample of silicified limestone cut by stockwork quartz veining assayed 0.18 ppm gold and 3.48% copper. Separated by 450 metres, further investigations will be needed to determine continuity of mineralisation between and around the two areas sampled.



2006 Exploration

The Registrant contracted Aeroquest Limited to carry out a 323 line kilometer combined electromagnetic (EM) and magnetic helicopter-borne survey (AeroTEM II) across the Fish Creek project area and portions of the Lac Panache project area.  Areas flown include the Sawmill Bay prospect area on the eastern side of the main Panache block of claims, the Little Panache claims, the Brazil Lake area and the Fish Creek project area.  The primary application of the AeroTEM II system is the detection of near-surface massive sulphides.



The Registrant contracted Southern Geoscience Consultants (SGC) of Perth, Western Australia, to act as its geophysics consultant for the processing and interpretation of survey results.  SGC identified 15 EM conductors (anomalies) at Sawmill Bay, one conductor anomaly at Little Panache with a further six at Brazil Lake  Fish Creek.  Of interest to the Registrant are a cluster of 6 EM conductors spread out along a 1.5 km area between Sawmill Bay and the southwest corner of the AeroTEM II survey area.  All but one of the conductors are sourced within the Nipissing Gabbro.  Two of the anomalies have strike lengths in excess of 200m with one of these still being open to the west.  The remaining conductors are more discrete.  All of the conductors have strong on time as well as off time responses indicating relatively high conductivity.  The position and overall strength of these conductors are consistent with a massive sulphide source.



2007 Exploration

In 2007, the Registrant contracted a geological consulting firm based in Ontario, Canada to conduct a review of the properties and if warranted, recommend a work program to be conducted.  The Registrant



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received a report from the consultants and following a review of the report, in November 2007 decided that the exploration potential of the properties did not meet its criteria for further exploration and terminated its option agreements with respect to the Sudbury projects in Ontario, Canada.



2.

Burundi Nickel Project  Musongati

The Burundi Nickel Project is a proposed venture to mine and process lateritic nickel-cobalt ore to produce nickel and cobalt metal in Burundi.  The Registrant expects that the nickel laterite deposits at Musongati, identified by previous exploration work conducted between 1972 and 1990 by other parties, are sufficiently large to support a mining operation with a life exceeding 20 years.  Testwork by Universal Oil Products in 1978-79 indicated the ore is amenable to leaching using the pressure acid leach (PAL) process, followed by counter current decantation and iron precipitation, prior to the precipitation of an intermediate product which may then be further refined to produce LME grade nickel and LMB grade cobalt.  The Registrant also plans to assess the potential to recover nickel through a conventional heap leach operation.



The Burundi Nickel Project is based on three nickel cobalt laterite deposits.  Considerable exploration and engineering work was completed on the deposits in the period 1972 to 1990.  The major deposit known as Musongati was drilled and evaluated the most.  The other two deposits, Waga and Nyabikere are far less advanced but have potential to supply the project with quantities of high-grade saprolite ore.  The Musongati deposit also has anomalous platinum-group-metal concentrations, along with indications of sulphide mineralisation underlying the laterites.



Musongati lies at an elevation of 1,700 m, in the tropical highlands of Burundi, about 1,000 m above Lake Tanganyika.  The outlying Waga deposit is 30 km west of Musongati and the Nyabikere deposit is 40 km north.



The Musongati laterites are derived from the weathering of an ultrabasic complex, particularly, serpentinised dunite with a primary nickel content of about 0.3%.  Two types of mineralisation are present in approximately equal proportions: limonite and saprolite (a less weathered laterite rock type generally found beneath limonite). Nickel in the limonite mineralisation is tied to goethite whereas in the saprolite mineralisation it is related to serpentine group and clay minerals. The typical weathering profile is canga (iron caprock), the limonite zone (averaging 15 m thick), the saprolite zone (averaging 12 m thick) and ultrabasic bedrock.



The Musongati nickel/cobalt deposit is situated within the Musongati exploration licence on three adjacent plateaux as a result of erosion of a single layer of laterite.  The plateaux are referred to from west to east as the Geyuka, Rubara and Buhinda zones, of which Buhinda is the most significant and best defined.  Historical exploration (by diamond drilling) was completed in three stages from 1975 to 1990, by different parties with different objectives.  A total of 237 holes were drilled at Musongati, while 81 holes were drilled at Waga and Nyabikere.  Due to the large size of the mineralised area, an effort directed to identifying zones with a high nickel content resulted in a greater focus on the Buhinda Zone.



Mining Convention

In 1998, Andover, now a wholly-owned subsidiary of the Registrant, negotiated a Mining Convention (the Mining Convention) with the Government of Burundi to explore and develop the Musongati deposits.  The Mining Convention was ratified by the Burundian National Assembly on March 10, 1999, giving the Registrant the exclusive right to develop the Musongati deposit.  The Mining Convention is a comprehensive agreement that awards mineral rights to the Registrant and sets out a work program and a detailed framework for future development and operation of a mine.  During the initial 3-year exploration



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period, geological and engineering studies were to be completed, leading to a full project feasibility study.  The Registrant planned a staged exploration program including scoping and pre-feasibility studies that would lead to a full feasibility study.  The program included drilling, ore reserve estimations, metallurgical testing, infrastructure studies and an environmental impact study.  Upon completion of the feasibility study and a decision to proceed, the agreement provides for the awarding of a mining title known as a Mining Concession.  The term of the Mining Concession is 25 years, renewable twice for successive periods of 10 years. If the project proceeds, a new Burundian company in which the Burundian government will have 15% interest, will be incorporated to develop and operate the project.  Within 30 days of receipt of project finance for full mine development, the government will be reimbursed their previous expenditure of US$8.3 million.  A 5-year tax holiday will apply to the project, followed by a 35% income tax rate.  Mine equipment, materials and fuels will be tax and duty exempt.  Force majeure and international arbitration provisions normal to the industry apply.



The Mining Convention requires that Andover complete a feasibility study for the development of a nickel/cobalt processing facility by the end of 2001 or such later date as may be determined by extensions granted by the Minister of Mines.  On April 19, 2000, Andover declared force majeure and curtailed its activities in Burundi as a result of the deterioration in security in the region.  Pursuant to the terms of the Mining Convention the declaration of force majeure may be in place for up to two years during which time Andovers obligations are interrupted and the completion of the feasibility study delayed by the period of force majeure.  Pursuant to the terms of the Mining Convention, Andover was required to post a performance bond of US$100,000.



On March 28, 2002 Andover announced the withdrawal of the declaration of force majeure and planned to resume its exploration activities, however security deteriorated ahead of the implementation of an agreed cease-fire between various political parties and the Registrant re-imposed the declaration of force majeure in August 2002.  Following improved security conditions, the Registrant lifted force majeure in July 2004 and commenced planning of a drilling program at Musongati.  However, following a massacre outside Bujumbura, the Registrant re-imposed force majeure in August, 2004.  In 2005, following elections, a new government was elected, resulting in improving stability in Burundi.  Consequently, Andover lifted the declaration of force majeure in May 2005 and commenced discussions with the Ministry of Mines regarding a continuation to the term of the Mining Convention and the re-commencement of activities at Musongati.



On June 21, 2007, Andover instructed its legal counsel to commence arbitral proceedings under the Rules of the International Court of Arbitration of the ICC in Paris against the Government of Burundi to enforce its rights pursuant to the Mining Convention between the parties dated February 11, 1999.



This decision was taken after extensive, but futile, attempts by Andover to negotiate with the Government of Burundi to continue its work under the Mining Convention, and to obtain the necessary research permit from the Minister of Mines for that purpose.



Andovers efforts to resume work under the Mining Convention followed periods of violence in Burundi which delayed the feasibility study work on the Musongati deposits.  These interruptions constituted periods of force majeure which, under the Mining Convention, and in Andovers opinion, entitle Andover to extensions and a further opportunity to proceed with exploration and feasibility study work.  This was confirmed in December 2005 by an Inter-Ministerial Commission which was established by the Burundian Government to study the continued validity of the Mining Convention.



The Governments Inter-Ministerial Commission was comprised of members from the offices of the



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Second Vice President of the Republic, the Ministry of Foreign Affairs and Co-Operation, the Ministry of Justice, the Ministry of Energy and Mines and the Ministry of Finance.  The conclusions reached by the Commission support Andovers position, as confirmed by the following excerpts from the Commissions report:



The current state of affairs is that the Mining Convention is in full force and both parties must accept and fulfill their obligations.  There is no point in the Administration of the Ministry of Energy and Mines to keep boycotting the Mining Convention and turning its back on Andover.  Instead it is time to restore calm and revive the relationship with Andover and relaunch the work programme with renewed vigor.  There is no other choice.

"It would be ill advised for the State to break the Mining Convention as a result of force majeure invocations which appear valid.  Any termination of the Mining Convention must, to the extent possible, strictly follow the Mining Conventions provisions in terms of justification and procedure.  The alternative could expose the State to the risk of paying damages in immense sums that could exceed the value of the mine itself.



Despite the findings of the Inter-Ministerial Commission, the Minister of Mines initially failed to take any steps under the Mining Convention to enable Andover to resume work.  It has come to Andovers attention that, without notice to Andover, the Ministry of Mines recently proceeded with a second, internal study that has issued recommendations that are in opposition to those reached by the Inter-Ministerial Commission.



At a meeting of the Council of Ministers held on June 14, 2007, the Minister of Mines presented the findings of this internal study, and recommended termination of the Mining Convention.  The minutes of the meeting of the Council of Ministers make no reference to the December 2005 report of the Inter-Ministerial Commission or to the fact that the conclusions of the more recent, internal study flatly contradict the Commissions earlier recommendations.  With this information, the Council of Ministers accepted the recommendations of the Minister of Mines to terminate the Mining Convention.



Andovers position is that there is no proper basis for the termination of the Mining Convention and that the Ministers recent conduct constitutes a further breach of the Mining Convention.  Andover intends to prosecute its claims in arbitration vigorously.  It is seeking declaratory relief confirming its rights under the Mining Convention and pursuing claims for damages.



As at December 31, 2007, Andover is continuing the arbitration proceedings to enforce its rights pursuant to the Mining Convention.



Technology

Previous metallurgical studies identified pressure acid leach (PAL) as a suitable process technology for Musongati.  These studies provide initial benchmark results, which will require further testwork to optimise the specific PAL process plant design.  With recent developments, the potential exists to extract nickel utilizing a conventional heap leach process.  Presuming the Registrant is successful in its arbitration proceedings, it intends to conduct testwork to assess the potential for applying such technology at Musongati.



Project Information

The proposed mine and plant is to be situated at the Musongati deposit located approximately 120 km east-southeast of Bujumbura, the capital of Burundi.  Burundi is a small country located in Central Africa and borders the western edge of Tanzania.



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i.

Land

An exploration licence covering 171.1 km2 was granted March 18, 1999 for three years covering the Musongati deposit; the Waga and Nyabikere deposits are reserved for Andover pending the completion of a feasibility study at Musongati.  The Musongati licence area is sparsely populated due in part to the poor lateritic soil.  On April 19, 2000, Andover declared force majeure and curtailed operations in Burundi due to the deteriorating security situation.  In March 2002, the declaration of force majeure was lifted due to improved security conditions in Burundi; however, due to the deterioration in security in Burundi, force majeure was re-imposed on August 1, 2002.  The project was subject to force majeure between August 2002 (except for a brief period during 2004) and May 2005 when Andover lifted force majeure following elections for a new government and improved security.  Andover initiated discussions with the Ministry of Mines regarding the continuation of the Mining Convention, to take into account time lost due to the project being subject to force majeure, however no agreement had been reached and in June 2007, the Registrant initiated arbitral proceedings at the ICC due to the Government of Burundis purported termination of the Mining Convention.

ii.

Transportation

The Burundi Nickel Project is accessed by roads which are mostly in good condition.  A network of trails and roads crosses the main areas of the licence.  During construction and operation, the Burundi Nickel Project will require the importation of significant quantities of goods not locally available.  As Burundi is a landlocked country, approximately 1,100 km from the Indian Ocean, transportation infrastructure is a key issue to the economics of the project.  Initial investigations have determined both the preferred route, as well as which consumables will need to be imported.  The preferred transportation corridor is from the port of Dar es-Salaam in Tanzania on the east coast of Africa, by the existing railway to Kigoma, just south of Burundi.  From there, a regional road network will be utilised to truck material north to Musongati.  Most of the parts necessary to construct the plant will have to be imported and transported along this route.  The major consumables should production commence will be fuel, sulphur (for acid) and dolomite (as a neutralising agent).  Fuel and sulphur will be sourced on the world markets and shipped via the above route, while dolomite will be sourced locally within Burundi and trucked to Musongati.  There can be no assurance that such consumables will be available or deliverable to the Registrant at prices that would make the Burundi Nickel Project economically feasible.

iii.

Services

The Burundi Nickel Project has access to electricity via hydroelectric facilities in the country and elsewhere in the region.  The existing national electricity grid does not currently have enough capacity to provide power to a PAL operation, however if a heap leach process is feasible, the potential exists to produce surplus power, which could be sold in Burundi.  Should electricity be required, the Registrant intends to generate electricity via fuel-powered generator sets or alternatively to utilise new sources of electricity.  There is potential to generate electricity by steam co-generators powered by the sulphuric acid plant.  A number of independent proposals to create or expand hydroelectric facilities in the country and in the region, which could be advantageous to the project, are at the planning stage.  There can be no assurance that sufficient access to electricity will exist in the future or can be created to power the Burundi Nickel Project.

iv.

Tailings

The process residue (or tailings), that remains after the production of nickel and cobalt will be safely stored in tailings impoundment areas in the general vicinity of the processing plant.  The Registrant began to identify suitable areas in 1999 which would require further study as part of the feasibility study.



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v.

Environment

The Mining Convention specifies a requirement for an environmental impact study as part of the feasibility study.  World Health Organization standards are to be the reference standards and the Mining Convention allows for a minimum monitoring/maintenance period of two years following the completion of mining.

vi.

Permitting/Approvals

The Mining Convention requires that the government issue mining title to the Registrant within three months of application following the completion of a feasibility study and the decision to proceed to development of the mine.



Plan of Operations

The Registrants plan of operations for the Burundi Nickel Project was to develop a PAL plant to produce nickel, cobalt and possibly copper and by-product platinum group metals (PGMs) from the nickel laterite deposits at Musongati.  The Registrant provided to the government a staged work program and scheduled a costing study to update the previous studies which would have led to a full project feasibility study in 2001.  The plan was based on previous studies and involved a feasibility study which would focus on the transportation, logistics and infrastructure issues, as well as metallurgy and environmental aspects.  On April 19, 2000, Andover declared force majeure due to delays to the feasibility study caused by security issues in the region.  As a result of this declaration, activities on the project were suspended.  Pursuant to the Mining Convention, Andovers obligations under the Mining Convention are suspended for a period of up to 2 years while the declaration of force majeure is in effect.  The declaration of force majeure was lifted on March 28, 2002 and the rights and obligations pursuant to the Mining Convention were extended by that period of force majeure.  Due to the subsequent deterioration in security in Burundi, force majeure was re-imposed on August 1, 2002 and remained in place, except for a brief period in 2004, until May 2005.  The Registrant initiated discussions with the Ministry of Mines regarding the continuance of the Mining Convention, however no agreement had been reached and in June 2007, the Registrant initiated arbitral proceedings at the ICC due to the Government of Burundis purported termination of the Mining Convention.  If the Registrants arbitral proceedings are successful, it intends to recommence activities in Burundi.



During 2002, the Registrant engaged the international engineering firm Sinclair Knight Merz (SKM) to conduct a critical cost review of the Burundi Nickel Project.  The study concluded that the project may prove uneconomic, using nickel and cobalt prices of $3.00/lb and $7.50/lb respectively, if one were to simply attempt to exploit the nickel laterite orebody.  However, due to the fact that the laterite orebody overlies a large basic/ultrabasic instrusive complex containing known nickel sulphide and associated PGMs it may provide an opportunity for a staged development utilizing the PGM potential at Musongati.  The Registrant believes increases in the price of metals in recent years will positively impact the potential for a future project at Musongati.



In order for the Registrant to complete the current stage of the development of the Burundi Nickel Project there must be a sustained return to political stability and security and it must either be successful in the arbitral proceedings at the ICC or conclude an agreement with the government for the continuance of the Mining Convention following which, it must undertake various steps, including the following:

i.

secure a commitment from a financial and/or technical joint venture partner;

ii.

establish the PGM potential at Musongati;

iii.

complete the feasibility study;

iv.

obtain any necessary approvals and permits required in order to operate the nickel processing facility;



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v.

acquire the right to lands on which the nickel and cobalt processing facility and associated infrastructure will be constructed; and

vi.

create a Burundian company to be owned 85% by the Registrant and 15% by the Government of Burundi.

Once the Registrant completes these steps in its current stage of activity, and if the results of the feasibility study are positive, the second stage in the development of the Burundi Nickel Project which the Registrant must undertake is to obtain project financing to raise the funds necessary to be able to acquire the land and construct the processing facilities.  The third and final stage in the development of the Burundi Nickel Project would be the construction and commissioning of the processing facilities.  There can be no assurance that any of the preceding steps will be completed to allow for the Burundi Nickel Project to move forward.



As a result of not yet being able to resolve the disagreement with the government regarding the continuance of the Mining Convention, the Registrant was unable to conduct any significant activity at its Burundi Nickel Project during 2007.  Future activity depends on the Registrant reaching an agreement with the government for the continuance of the Mining Convention and continued sustained improvement in the security situation in Burundi.



3.

Gold in Nevada, U.S.

Gold Creek

In November 2003, the Registrant entered into an option agreement over a gold-rich vein system (Gold Creek) in Elko County, Nevada, U.S. (the Nevada Gold Project).  The property is located within the southern boundary area of Humboldt National Forest, some 100 km north of the town of Elko, and NE of Jerritt Canyon Gold Mine.  Access to the property is via secondary gravel road to the entrance to the national forest and then on tracks which criss cross the area.



The Gold Creek property is covered by 37 unpatented mining claims of 3.1 km2 total area.  An additional 2 claims (16.7 hectares) cover water rights.  Mineral rights on the claims are held by Happy Tracks Mining Company (Happy Tracks).  The option agreement with Happy Tracks initially covered 31 unpatented lode claims and an additional six were staked in 2004, and became subject to the same option agreement.  The option agreement provided for annual payments over 3.5 years totalling US$66,000 with an exercise price of US$1,250,000 for 100% of the mining claims.



Diamond Jim

In December 2003, the Registrant announced another option agreement over additional claims covering the northern extension Gold Creek.  The northern extension is covered by 33 unpatented mining claims (Diamond Jim Mine Claims), total area 2.2 km2 that adjoins the Gold Creek claims located to the south.  Mineral rights on the claims are held by a private individual.  The option agreement, at no cost, allowed the Registrant until May 2004 to decide on whether to continue exploring the Diamond Jim claim block and to negotiate terms that would govern any extension to the option.  In June 2004, the Registrant announced that it had entered into an option agreement over the Diamond Jim Mine Claims.  The terms of the three year option agreement required the Registrant to pay US$20,000 on signature and equal payments of US$20,000 at the end of the first and second years.  The option grants the Registrant the right to purchase the property outright for US$1,500,000 with option payments being credited towards the purchase price.



The Registrant acquired the options to the Gold Creek and Diamond Jim properties following an initial review of exploration data from previous explorers, together with data from production records.



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2004 Sampling by the Registrant

Assay results, reported by ALS Chemex in Vancouver, from samples provided by the Registrant, confirmed the encouraging results reported by previous explorers.



Grades ranging from 0.01 g/t, reaching 145.5 g/t gold were received from the sampling of outcrop, sub-crop and stockpiles above the St. Elmo vein system. The 145.5 g/t gold sample and an accompanying 19.15 g/t gold result are both from outcrops of breccia and quartz veining, respectively, both trending at almost right angles to the main, roughly north-south, structural trend through St. Elmo. The combined width of the vein and adjacent breccia is 3.1 m.



Reconnaissance sampling by the Registrant in the area surrounding Diamond Jim mine returned rock chip assays ranging from less than 0.5 g/t and reaching 9.06 g/t gold and 1,500 ppm silver. Anomalous gold grades in rock chip samples are dispersed along a 300m long, roughly north-south trending crest zone through Rosebud Mountain where the highest elevation reaches 2,489 metres. Together with sample results reported by earlier explorers, grades within the 300m long zone range up to 15.4 g/t gold with 11 samples returning more than 4 g/t gold. This zone is interpreted to be one of silicified and quartz stockwork veined quartzite along a possible fault zone.



Following completion of its assessment of the Gold Creek and Diamond properties, the Registrant determined that the projects did not meet its criteria for further exploration and on June 1, 2005 and November 23, 2005 announced that it had terminated its Option Agreements with respect to the Nevada Gold Projects.



4.

Albetros Diamond Project

The Albetros Diamond Project is an alluvial diamond project close to the present-day Buffels River and the De Beers mining town of Kleinsee.  The principal alluvial diamond target at Albetros Diamond Project was a series of major, gravel-filled palaeo drainage systems that represent structural corridors in which diamonds may have been successively reworked during periods of marine regression, particularly those coinciding with humid, wet climatic conditions.



The Option Agreement provided for:

a)

an option exercise date of August 31, 2004.  *

b)

monthly option fees totalling R4,050,000 ($799,000) payable as follows:

- 2003  R2,400,000 ($469,000)  paid.

- 2004  R1,650,000 ($344,000)  of which R550,000 has been paid, and

c)

a purchase price of R17,000,000 ($3,609,000) less all option fees paid at the date of exercise of the option.  Should the Registrant exercise its option to acquire Albetros the purchase price of R17,000,000 less option fees totalling R4,050,000 (R2,950,000 has been paid to date) will be paid in two payments as follows:

- R7,000,000 ($1,486,000) on August 31, 2004.  *

- R5,950,000 ($1,263,000) on December 1, 2004.  *

An application for a new prospecting permit (Permit) was submitted in January 2004 as the expiry date of the Permit was March 15, 2004.  However, with the new Minerals and Energy Act in South Africa coming into force in May 2004, processing of the application was delayed.



*Pursuant to the Agreement with the shareholders of Albetros, the Registrant had until August 31, 2004 (the option exercise date) to fully evaluate the Project.  As a new Permit had not yet been issued,



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the Registrant ceased its obligation to make option payments subsequent to March 2003 and advised the shareholders of Albetros that all payment obligations would be extended by the number of days that Albetros did not hold a valid Permit.



In March 2005, the Registrant terminated its option to acquire Albetros as a new Permit still had not been issued.



Summary of Activities

Commencing in March 2003, with little reliable or useful technical information over the 125 km2 licence area, the Registrant identified the principal palaeochannel targets, established a major gravel resource and the diamondiferous nature of certain palaeochannels.  With the unsuccessful application of ground penetrating radar, probe drilling became the preferred exploration tool in tapping beneath the ubiquitous dune shield to locate, map and evaluate the buried palaeochannels.  A total of 9,330 metres of probe drilling was accomplished, sufficient to support gravel estimates of approximately 20 million tonnes.

Large diameter auger (LDA) drilling was confined to the northernmost 1.4 km of available palaeochannel in Predikant Vlei.  Some 22 holes (940 metres) were drilled at 8 sites generating 42 samples.  Sample processing was undertaken at a nearby dense media separation plant and diamond recovery through hand sorting at a geological laboratory.  A drill density of one LDA hole per 40,000 m2 and a sample density of 1:5,550 was achieved.  Concentrate sorting yielded 33 diamonds weighing 14.962 carats, the largest a 4.979 carat stone.



Large Diameter Auger Drilling

LDA drilling, employing the Bauer BG36C rig, was conducted over a six week period in the final quarter of 2003 for a total of 940 metres from 22 holes at 8 sites.  Site locations were randomly selected along previous probe drill lines across a strike length of 1.4 km for the purpose of both lateral and longitudinal spread and to shun major zones of basal conglomerate and sandstone.  Sample treatment and diamond recovery continued until March 2004 and stone valuations, provided by DeBeers subsidiary, DTC, were US $314.70 per carat for the parcel of stones recovered.



Black Economic Empowerment and Mining Charter and Permit Renewal

The South African Mining Charter requires that all new mining projects have a Black Empowerment Entity (BEE) component in the ownership of the project.  The concept is that by including previously disadvantaged groups initially in the ownership of mining projects, it will facilitate the economic upliftment of all South Africans.  In addition empowerment is expected to provide skills transfer and the general upliftment of disadvantaged communities.



The South African Mining Charter creates opportunities for historically disadvantaged persons and enables the transfer of an equity interest in mining projects to take place in a transparent manner and at fair market value to enable a target of 15% ownership in 5 years and 26% in 10 years.



As part of its agreement for the acquisition of Albetros, the Registrant secured the right to introduce its BEE partner of choice, Umnotho, to Albetros.



Umnotho, a subsidiary of Umnotho we Sizwe Investment Holdings Pty Ltd., was one of the first mining empowerment companies in South Africa.  The Registrant had been in discussions with Umnotho since 2002 regarding such empowerment transactions.





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In terms of the agreement, Umnotho acquired an immediate 15% interest in Albetros from the Albetros shareholders.  The acquisition of an interest in Albetros by Umnotho resulted in Albetros meeting the Charter requirements as an empowered company.



Indications were that with Albetros having met the BEE requirements of the Mining Charter and the application for the prospecting permit having been submitted timely in January 2004, that it would be issued expenditiously.  However, the new Minerals and Energy Act came into force in May 2004 delaying the processing of applications for prospecting permits.



Subsequently, in a clarification on the application of the charter by the South African Department of Minerals and Energy it became apparent that the project would require BEE participation of not less than 51% during a one year transition period, resulting in a loss of control of the project by the Registrant.



The agreement with Albetros did contemplate BEE participation over and above the legislated initial 15%, however the Registrant expected to comply with the requirement to have BEE participation of 26% over a period of 10 years.  The Registrant did not anticipate a BEE requirement of 51%, which hampered the granting of the permit.



Consequently, despite the expenditure incurred and the initial drilling results, the Registrant terminated the agreement to acquire Albetros on March 8, 2005, as a new Permit had not been issued and in 2006 received approximately $80,000 from the shareholders of Albetros upon termination of its option.



5.

New Caledonia Nickel Project

The New Caledonia Nickel project (New Caledonia Nickel Project) was a proposed joint venture to explore the feasibility of mining and processing lateritic nickel-cobalt ore to produce nickel and cobalt metal in New Caledonia.



Tripartite Agreement

The Registrant had previously entered into a Heads of Agreement with Societe des Mines De La Tontouta (SMT) to carry out a feasibility study, at the Registrants risk, for the development of a nickel refinery based upon SMTs mining concessions at Nakety and Bogota.  The Heads of Agreement also provided for a joint venture to be established between the Registrant and SMT to develop the project.   On July 25, 2001, the Registrant announced JSC "MMC Norilsk Nickel" had taken the positive decision to proceed with the Nakety/Bogota project in New Caledonia by completing the bankable feasibility study leading to the joint development with the Registrant and SMT of the project.  A Tripartite Agreement (the Agreement) between NN Invest Holding SA (NNIH), SMT and the Registrants subsidiary Balzan was signed on October 16, 2001.  Under the terms of the Agreement, NNIH reimbursed the Registrant 45% of its costs incurred to date, or US$7.166,000 (Cdn$11,307,948).  On August 5, 2002, the Registrant received a termination notice from NNIH, terminating its involvement in the New Caledonia Nickel Project.  The termination by NNIH effectively terminated the Registrants interest in the New Caledonia Nickel Project.  In addition NNIH, through the International Chamber of Commerce(ICC), issued a request for arbitration for the return of the US$7,166,000 paid to the Registrant as a reimbursement of expenditures paid on signing of the Tripartite Agreement plus expenditures of US$1,368,222 and the costs of arbitration.

In December 2004, the Registrant announced that the arbitration initiated by NNIH in September 2002 over the New Caledonia Nickel Project had been discontinued and was settled.





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The Settlement Agreement, the terms of which are bound by a confidentiality agreement signed between the parties, follows a meeting held in Paris on the 25th of November, 2004.  Each party remained responsible for its costs incurred in the arbitration process and neither party has any claim outstanding against the other.



The Registrants activities in Burundi can be conducted throughout the year.  The Registrants activities on any of its projects are subject to government regulations and restrictions and require the Registrant to apply for, in certain cases, exploration permits, mining licences and various other governmental approvals and comply with environmental regulations.



C.

Organizational Structure

The following chart represents the inter-corporate relationships between the Registrant and its wholly-owned subsidiaries, as well as the jurisdiction of incorporation of each of these entities.

[argosy20f040508002.gif]

Following the continuance into British Columbia under the Business Corporations Act on May 26, 2005, the Registrant and its wholly owned Canadian subsidiaries, Argosy Mining Corp and Calliope Metals (Holdings) Ltd. amalgamated.  In addition, various subsidiaries, namely Balzan Investments Limited, Melling Investments Limited and Liberex Ltd. were deregistered during the year, resulting in the organizational structure outlined above.



D.

Property, Plants and Equipment

At December 31, 2007 the Registrant did not have any significant plant and equipment, mines or producing properties.  The Registrant is an exploration stage company, and it has not determined whether its properties contain ore reserves that are economically recoverable.



The Registrant owns and has options to acquire certain mineral properties as part of its business, as described in detail in Item 4.B.  Business Overview.  These include the following:



|                        |               |                               |          
|----------------------- | ------------- | ----------------------------- | ---------
|Name                    | Licence       | Type                          | Size     
|1Burundi Nickel Project | Decree 100/32 | Musongati Exploration Licence | 171.1 km2

1.

The Burundi Nickel Project is held pursuant to a Mining Convention with the Government of Burundi.  The Registrant commenced arbitral proceedings under the Rules of the International Court of Arbitration of the ICC in Paris against the Government of Burundi to enforce its rights pursuant to the Mining Convention between the parties dated February 11, 1999.



Burundi Nickel Project - Musongati

Musongati lies at an elevation of 1700 m, in the tropical highlands of Burundi, about 1000 m above Lake Tanganyika.  The outlying Waga deposit is 30 km west of Musongati and the Nyabikere deposit is 40 km north.





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The Musongati laterites are derived from the weathering of an ultrabasic complex, particularly serpentinised dunite with a primary nickel content of about 0.3%.  Two types of mineralisation are present in approximately equal proportions: limonite and saprolite (a less weathered laterite rock type generally found beneath limonite). Nickel in the limonite mineralisation is tied to goethite, whereas in the saprolite mineralization, it is related to serpentine group and clay minerals. The typical weathering profile is canga (iron caprock), the limonite zone (averaging 15 m thick), the saprolite zone (averaging 12 m thick) and ultrabasic bedrock.



The Musongati nickel/cobalt deposit is situated within the Musongati exploration licence on three adjacent plateaux as a result of erosion of a single layer of laterite.  The plateaux are referred to from west to east as the Geyuka, Rubara and Buhinda zones, of which Buhinda is the most significant and best defined.  Historical exploration (by diamond drilling) was completed in three stages from 1975 to 1990, by different parties with different objectives.  A total of 237 holes were drilled at Musongati, while 81 holes were drilled at Waga and Nyabikere.  Due to the large size of the mineralised area, an effort directed to identifying zones with a high nickel content resulted in a greater focus on the Buhinda Zone.  For more information, please see Item 4B  Burundi Nickel Project  Musongati.



Item 4A.  Unresolved Staff Comments

Not applicable



Item 5  Operating and Financial Review and Prospects

The following discussion of the financial condition, changes in cash flows and results of operations of the Registrant for the past three fiscal years should be read in conjunction with the consolidated financial statements of the Registrant and related notes included therein.



A.

Operating Results

Critical Accounting Estimates

The detailed accounting policies are discussed in the attached annual financial statements, however, the following accounting policies require the application of managements judgment:

(a)

Mineral property valuations  Management uses its best estimate for recording any mineral property value based on the results of any exploration conducted, prevailing market conditions, similar transactions and factors such as stability of the country in which the asset may be located.

(b)

Contingent liabilities  Management evaluates any claims against the Registrant and provides for those claims, where necessary, based on information available to it, including in some instances, legal advice.

(c)

Income Tax  Income taxes are calculated using the liability method of accounting.  Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the consolidated balance sheet are used to calculate future income tax assets or liabilities.  Future income tax assets or liabilities are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.  Valuation allowances are established when necessary to reduce future income tax assets arising from loss carry-forwards to amounts expected to be realized.

Overview

The Registrants activities are primarily directed to exploring existing and future mining mineral properties.  The Registrant does not currently have a producing mine or processing facility.  Activities



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over the last three years include a pre-feasibility study for the construction of a nickel/cobalt processing facility and general exploration to locate and evaluate mineral properties that have been acquired by the Registrant.  Costs incurred for general exploration that did not result in the acquisition of mineral properties with ongoing exploration or development potential were charged to operations.  Once proven and probable revenues are determined for a property, exploration costs, if any, relating to the Registrants properties and engineering studies are capitalized as mineral deferred costs.  Should the Registrant abandon a property or project, the related deferred costs will be charged to operations.  Administrative costs not associated with property exploration were charged to operations.  Costs associated with the evaluation of new opportunities are charged to operations as project assessment expenditure, when incurred.  Excess cash is invested by the Registrant in short-term investments.



The Registrants consolidated financial statements are in Canadian dollars and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Registrant, conforms quantitatively in all material respects for the periods presented with US GAAP.  See Note 9 to the financial statements of the Registrant.



The Registrants consolidated financial statements were prepared on a going-concern basis which assumes that the Registrant will be able to realize assets and discharge liabilities in the normal course of business.



From incorporation in December 1985, the Registrant has been exclusively a natural resource company engaged in the business of exploration of diamonds, metals and minerals.  At this stage of its development, the Registrant has no producing properties and, consequently, has no current operating income or cash flow.



The Registrant has not yet determined whether its properties contain ore reserves that are economically recoverable.  As a result, the Registrant is considered an exploration stage company.



The recoverability of amounts shown for mineral properties and deferred costs, if any, is dependent upon the discovery of economically recoverable reserves, completion of positive feasibility studies, confirmation of the Registrants interest in the underlying mineral claims, the ability of the Registrant to obtain necessary regulatory and environmental operating permits, the ability of the Registrant to obtain necessary financing to complete exploration and development and future profitable production from the disposition thereof.



2007 Fiscal Year

Lac Panache, Fish Creek and Copper Cliff

During the year ended December 31, 2007, the Registrant secured an option to acquire the Copper Cliff project in Sudbury, Ontario.  Expenditures on the Lac Panache, Fish Creek and Copper Cliff Projects during the year on option fees and exploration activities totalled $244,787.  By November of 2007, the Registrant decided that exploration results did not meet its criteria for further exploration and terminated its option agreements with respect to the Sudbury projects in Ontario, Canada.



Burundi Nickel Project

During the year ended December 31, 2007 the Registrant had been in communication with the Department of Mines in Burundi regarding the continuance of the Mining Convention.  In June of 2007 the Registrant announced that it had commenced arbitration proceedings against the Government of Burundi to enforce its rights pursuant to the Mining Convention.  Should the Registrant be successful in the arbitral proceedings or reach an agreement with the Government for the continuance of the Mining



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Convention, it plans to recommence activities in Burundi.  Should the Registrant recommence activities in Burundi, it will be required to post a new performance bond.  SeeItem 4B  Burundi Nickel Project  Musongati.



Other Opportunities

The Registrant has investigated various other opportunities in Africa and elsewhere during the fiscal year ended December 31, 2007 and incurred approximately $744,000 in consulting fees and travel costs investigating such opportunities, as well as the costs associated with travelling to Burundi in April 2007 to meet with the government.



2006 Fiscal Year

Lac Panache and Fish Creek

During the year ended December 31, 2006, the Registrant secured an option to acquire the Fish Creek project in Sudbury, Ontario.  Expenditures on the Lac Panache and Fish Creek Projects during the year on option fees and exploration activities totalled $159,098. Exploration consisted primarily of an airborne geophysical survey.



Burundi Nickel Project

No significant activities were undertaken on the Burundi Nickel Project during the year ended December 31, 2006 as the Registrant has been in communication with the Department of Mines in Burundi regarding the continuation of the Mining Convention. The Registrant engaged a consultant during 2006 to assist in the negotiations with the Ministry of Mines.



Other Opportunities

The Registrant investigated various other opportunities in Africa and elsewhere during the fiscal year.



2005 Fiscal Year

Lac Panache

During the year ended December 31, 2005, the Registrant secured an option to acquire the Lac Panache Project in Sudbury, Ontario and expended $165,761 on option fees and exploration activities.  Exploration consisted previously of reconnaissance scale sampling of the Brazil Lake, Little Panache and Norwest areas and more detailed mapping and sampling within the larger Panache claim block.  Approximately 2.5 kms. of new access trails plus 900 metres of trenching were completed.  A total of 127 rock samples were collected.

Burundi Nickel Project

The Registrant was involved in investigations into the Burundi Nickel Project, which involved a scoping study on the construction of an integrated mine and PAL processing refinery to be sited at Musongati in Burundi.  Studies were focused on important transportation and infrastructure issues.  The Registrant declared force majeure in April 2000 due to the deteriorating security situation in the region.  Except for brief periods during 2002 and 2004, the Project has been subject to force majeure due to the unstable conditions in Burundi.  Following improving political and security conditions in Burundi, force majeure on the Musongati Project was lifted in May 2005 and the Registrant entered into discussions with the Ministry of Mines regarding the continuance of the Mining Convention.

Nevada Gold Project

The Nevada Gold Project was acquired under option agreements in November and December 2003 and a further option agreement over adjoining unpatented mining claims in May 2004.  Following completion of an assessment of the Nevada Gold Project, the Registrant terminated its options to acquire the St.



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Elmo, Elko County Nevada USA project in June 2005 and its option to acquire the Diamond Jim Mine, Nevada USA in November, 2005.  See Item 4.B. Gold in Nevada, USA.

Albetros Diamond Project

The Registrant was involved in the assessment of the diamond potential of the Albetros Diamond Project, an alluvial diamond project located in Namaqualand on the west coast of South Africa, prior to deciding to exercise an option to purchase Albetros, the holder of the exploration licence over the Project.  The assessment included 9,330 m of rotary air blast drilling to define gravel resources in 2 main paleochannels and 22 large diameter auger holes to extract gravel from the paleochannels, which confirmed the diamondiferous nature of those gravels.  In March, 2005 the Registrant terminated the agreement to acquire the Albetros Diamond project due to the increased BEE requirements and the fact that a new prospecting permit had not been issued.  See Item 4.B. Albetros Diamond Project.

Other Opportunities

The Registrant also spent $64,248 evaluating new projects in China and Africa.



Variation in Operating Results

The Registrant is presently looking for new opportunities and continues to pursue projects in Africa.  The Registrant has also initiated arbitral proceedings at the ICC to enforce its rights in Burundi under the Mining Convention.  Until the Registrant secures new projects or is successful in the arbitral proceedings there is little variation expected in operating results from year to year and little is to be expected until such time as the Registrant secures new projects.



The Registrant derives interest income on its bank deposits and other short-term deposits, which depend on the Registrants ability to raise funds.  Changes in the amount of interest received will be affected by changes in the rate of interest paid on deposits and more significantly, if further cash received from the issuance of shares to fund ongoing operations or received from future joint venture partners reimbursing prior expenditures made by the Registrant on its projects or from the sale of its projects.



Through the exploration process, management periodically reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts are based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labour and capital costs.  Geological and/or economic circumstances render each property unique.  Consequently, it is not possible to have any predetermined hold period.



The dollar amounts shown as deferred exploration expenditures, if any, are direct costs of maintaining and exploring properties, including costs of structures and equipment employed on the properties and allocations of administrative management salaries based on time spent and directly related to specific properties net of write-downs provided.  These deferred amounts may not accurately reflect present or future values.



Outlook

Existing Projects

Following the lifting of force majeure at its Burundi Nickel Project, the Registrant initiated discussions with the Ministry of Mines regarding the recommencement of activities under the Mining Convention, however, no agreement has been reached and in June of 2007 the Registrant announced that it has commenced arbitration proceedings against the Government of Burundi to enforce its rights pursuant to



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the Mining Convention.  Should the Registrant be successful in the arbitral proceedings or reach an agreement with the Government, it plans to conduct a study regarding the development of the Musongati deposit.  Such study could include the possibility of heap leaching of the nickel and the potential for platinum group metals at Musongati.



New Projects

The Registrant continues to seek additional projects through which shareholder value may be enhanced and has focused on precious and base metals.  The Registrant is investigating suitable projects on a global basis and has been active in examining precious metal base metal projects in the Democratic Republic of Congo, South Africa, and elsewhere in Africa and the Pacific region.  There can be no assurance however that the Registrant will be able to locate any additional suitable projects on terms acceptable to the Registrant if at all.



Administration

Administrative expenses during fiscal 2008 are expected to be about the same as those of 2007.  However, expenses may increase significantly should the Registrant acquire new projects which require the use of technical consultants and necessitate increased travel and additional administrative support.  Expenses for future periods cannot be predicted.



Summary and Analysis of Financial Operations

Comparison of Fiscal 2007 to 2006

The Registrant incurred a loss of $2,819,889 for the year ended December 31, 2007 compared to a loss of $1,635,182 for the year ended December 31, 2006.  The increased loss of $1,184,707 is mainly due to increased non-cash stock based compensation costs, project assessment expenditures and arbitration costs of approximately $417,000, $760,000 and $203,000, respectively, offset by decreased management fees of $126,000 and a decrease in other administration costs.



Administration expenditures decreased in the year ended December 31, 2007 due to a consolidation of the Registrants activities in Australia.  At December 31, 2007 the Registrants cash balances were held in Australian and Canadian dollars.  Exchange losses in 2007 were as a result of a decline in the exchange rates between the Australian and Canadian dollar.  The Registrant conducts its activities in various countries which require it to incur expenditures in currencies other than Canadian dollars, consequently it will continue to be exposed to exchange gains or losses in the future.



Interest income of $141,220 for the year ended December 31, 2007, increased from $107,563 for the year ended December 31, 2006 as a result of increased cash balances.



During the year ended December 31, 2007, cash required for operating activities amounted to $1,693,745 compared to $1,271,415 for the year ended December 31, 2006.



The increase in cash required for operating activities of approximately $422,000 resulted mainly from an increase in project assessment expenditures of approximately $760,000 and arbitration costs of $203,000, offset by decreased administration expenditures of $287,000 and changes in non-cash working capital of approximately $157,000.



During 2007, administrative expenses (excluding stock based compensation and arbitration costs) were $787,759 compared to $1,075,224 for the year ended December 31, 2006.  The decrease, as previously advised, was mainly due to the Registrant consolidating its administrative activities in Australia.



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Comparison of Fiscal 2006 to 2005

The Registrant incurred a loss of $1,635,182 for the year ended December 31, 2006 compared to a loss of $1,198,637 for the year ended December 31, 2005.  The increased loss of $436,545 from 2005 to 2006 is mostly attributable to the non-cash stock-based compensation of $439,252. The total of administration and project assessment expenditures were similar in 2006 and 2005.  At December 31, 2006 substantially all of the Registrants cash balances were held in Canadian dollars, consequently exchange gains and losses in 2006 were minimal, however, the Registrant conducts its activities in various countries which require it to incur expenditures in currencies other than Canadian dollars, consequently it will be exposed to exchange gains or losses in the future.



Interest income of $107,563 for the year ended December 31, 2006, increased from $96,310 for the year ended December 31, 2005 as a result increasing interest rates.



During the year ended December 31, 2006, cash required for operating activities amounted to $1,271,415 compared to $988,671 for the year ended December 31, 2005.



The increase in cash required for operating activities of approximately $283,000 resulted mainly from changes in non cash working capital items.



During 2006, administrative expenses were $1,514,475 compared to $1,052,479 for the year ended December 31, 2005.  The increase as previously advised was mainly due to the non-cash cost of stock-based compensation of $439,251.



B.

Liquidity and Capital Resources

The Registrants primary source of funds since incorporation has been the issuance of Common Shares pursuant to various public and private financings and reimbursement of prior project expenses.  The Registrant has had no revenue from mining operations to date and does not anticipate having mining revenues in the foreseeable future.



The Registrants cash balance at December 31, 2007 totalled $3,341,050 compared to $2,356,331 at December 31, 2006.  Aside from such cash, the Registrant has no material unused sources of liquid assets.  Cash raised on the issuance of capital stock during 2007 amounted to $2,790,545.



The Registrant does not have any loans or bank debt and there are no restrictions on the use of its cash resources.



At December 31, 2007, the Registrant had met all its expenditure requirements under the various property agreements it holds or has interests in. SeeItem 4.D. - Property, Plant and Equipment.



In addition, the Registrant anticipates spending approximately $1,750,000 during 2008 for administrative and other operating expenditures at its principal administrative office in Perth, Australia and its office in Langley, Canada and on project assessment expenditures.



The Registrant may decide to acquire new properties, at which time the Registrant may require additional equity financing.  Any such decision will be based on the results of ongoing exploration programs and the response of equity markets to the Registrants properties and business plan.  The Registrant expects to fulfil these cash commitments through its current cash on hand.



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The Registrant believes it has sufficient cash resources to fund its operations for at least the next 12 months.  The Registrant does not have any source of funds other than from the issuance of capital stock and the exercise of options.  While the Registrant has been successful in the past in raising the necessary funds for the exploration of mineral properties there is no assurance that funding will be available on terms acceptable to the Registrant or at all.  If such funds cannot be secured, the Registrant will be forced to curtail its exploration efforts to a level for which funding can be secured or relinquish certain of its properties or allow its interest to be diluted pursuant to the terms of the respective joint venture agreements or option agreements.



C.

Research and Development, Patents and Licences, etc.

Please see Item 4.A.  History and Development of the Companyand Item 4.B.  Business Overview for a description of the Registrants mineral exploration activities.



D.

Trend Information

None of the Registrants assets are currently in production or generate revenue.  Please see Item 4.A.  History and Development of the Company and Item 4B  Business Overview for a description of the Registrants proposed expenditures and any known trends for the upcoming year.



E.

Off-balance Sheet Arrangements

The Registrant does not have any off-balance sheet arrangements that require disclosure under this Item 5.



F.

Contractual Obligations

There are no contractual obligations except for any which may arise should the Mining Convention covering the Burundi Nickel Project be extended.



Item 6  Directors, Senior Management and Employees

A.

Directors and Senior Management

The following provides a description of the backgrounds of the directors and officers of the Registrant.

Peter H. Lloyd, Chief Executive Officer of the Registrant from February 2004 to present.  President and Chief Executive Officer of the Registrant from April 2005 to present and from March 1998 to February 2004; a Director of the Registrant from August 1996 to November 1996 and September 1997 to present.  Chairman of AMC from April 1993 to March 1998; a Director of Emmerson Holdings Pty Ltd from 1988 to present; a Director of Wedgefield Holdings Pty Ltd from 1988 to present; a Director of Peninsular Services Pty Ltd from January 2000 to present; and a Director of Java Black Mining Pty Ltd from June 1995 to present.

Cecil R. Bond, a Director of the Registrant from March 1997 to present; Corporate Secretary of the Registrant from April 1998 to February 2007 and Chief Executive Officer of the Registrant from February 2004 to March 2005; Chief Financial Officer of the Registrant from April 1998 to June 2004; Chief Financial Officer of Exeter Resource Corporation from April 2005 to present; Chief Financial Officer and Corporate Secretary of AMC from August 1998 to May 2005 and a Director of AMC from November 1999 to May 2005; Senior Financial Officer of a number of other public and private companies. Mr. Bond is a Chartered Accountant.



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John Maloney, a Director of the Registrant from April 2003 to present.  Secretary of Wesley College Endowment Fund Association Inc since 1982; a Director of Old Wesley Collegians Association since 1995; and a Director of Cybertop Pty Ltd since 1998; Bursar of Wesley College from 1968 to 1993.

Philip Thick,was appointed as a Director of the Registrant in August 2007.  Director of Coogee Chemicals Pty Ltd. From 2007 to present, Director of Esperance Port Authority from 2007 to present, Director of Perth Home Care Services from 2007 to present and Director of GulfX Limited 2008 to present.  Previously a Director for Shell Australia Limited.  Mr. Thick is a qualified engineer.



There are no arrangements or understandings pursuant to which any director or executive officer was selected as a director or executive officer.  There are no family relationships between any two or more directors or executive officers.



B.

Compensation

The aggregate amount of compensation paid by the Registrant and its subsidiaries during the Registrants most recent fiscal year, directly and indirectly, including directors fees, to all officers and directors in their capacity as such totalled $381,879.



The Registrant paid a total of $48,566 in directors fees during the year ended December 31, 2007.  Each director receiving directors fees is paid a maximum of A$30,000 per year, except for the Chairman, who receives A$40,000.



Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board.  The Board may award special remuneration to any director undertaking any special services on behalf of the Registrant other than services ordinarily required of a director.  Other than as indicated above or in Item 6. C.  Board Practices, no director received any compensation for his or her services as a director, including committee participation and/or special assignments.



The following table sets out a summary of compensation paid to the executive officers (the Executive Officers) of the Registrant during the year ended December 31, 2007.

|                                                                  |                     |                        |                                 |                                          |                                                   |                                     |                             
|----------------------------------------------------------------- | ------------------- | ---------------------- | ------------------------------- | ---------------------------------------- | ------------------------------------------------- | ----------------------------------- | ----------------------------
|                                                                  | Annual Remuneration | Long Term Remuneration |                                
|                                                                  |                     |                        |                                 | Awards                                   | Payouts                                           |                                    
|Name and Principal Position                                       | Salary ($)          | Bonus ($)              | Other Annual Compensation(7)($) | Securities Under Options/SARs Granted(#) | Restricted Shares or Restricted Share units(1)($) | Long Term Incentive Plan Payouts($) | All Other Compensation(6)($)
|Peter H.Lloyd (4)Chief Executive Officer, Chairman and a Director | Nil                 | Nil                    | $224,375                        | 2,500,000 (2)
2,500,000 (3)              | Nil                                               | Nil                                 | Nil                         
|Cecil R. Bond Director                                            | Nil                 | Nil                    | $59,008                         | 1,250,000 (2)
250,000 (3)                | Nil                                               | Nil                                 | Nil                         
|Malcolm K. Smartt (5)                                             | Nil                 | Nil                    |                                 | 1,000,000 (2)                            | Nil                                               | Nil                                 | $53,448                     





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(1)

The term restricted shares as it is used in this table means shares granted or awarded as compensation, other than incentive stock options, which may be subject to vesting conditions based on performance, lapse of time or continued service with the Registrant or its subsidiary. There are no restricted shares issued by the Registrant within this meaning.

(2)

The options granted to the executive officers at A$0.10 per share were approved by shareholders on May 26, 2006.

(3)

The options granted to the executive officers at A$0.50 per share were approved by shareholders on May 25, 2007.

(4)

Mr. Lloyd was appointed Chief Executive Officer and President in April, 2005.

(5)

Mr. Smartt resigned as CFO, Secretary and a Director, of the Registrant on June 27, 2007.

(6)

Compensation consists of directors fees, consulting fees and salary for the period to June 2007.

(7)

Other annual compensation consists of management and directors fees



The Registrant does not provide for pension, retirement or similar benefits for directors or officers and has not accrued for any such benefits.

Stock options to purchase securities from the Registrant are granted to directors, officers and employees of the Registrant pursuant to Incentive Option Agreements on terms and conditions acceptable to the regulatory authorities in Australia, notably the ASX.  Stock options granted to directors of the Registrant must be approved by the Registrants shareholders.



No option granted under the option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.  Options to directors expire up to 6 months following the termination of service of the optionee, while options to employees expire at various times between 30 days and up to six months following termination of service.



The exercise prices for all currently outstanding stock options were determined in accordance with the ASX guidelines and with the minimum exercise price reflecting the average closing price of the Registrants common stock for the five trading days on the ASX immediately preceding the day on which the grant of the stock options was announced, but not including a closing price that occurred earlier than the trading day following the day on which any material change was announced.



The following table sets forth the stock options outstanding at

February 28

, 2008 to directors and officers of the Registrant and any of its subsidiaries.  No director or officer holds any warrants or other convertible securities.

|                                                   |                                                |                |             
|-------------------------------------------------- | ---------------------------------------------- | -------------- | ------------
|Name and Title                                     | Number of Common Shares Issuable upon Exercise | Exercise Price | Expiry Date 
|Peter H. Lloyd, CEO, President, CEO and a Director | 2,500,000                                      | A$0.10         | May 25, 2011
|                                                   | 2,500,000                                      | A$0.50         | May 26, 2012
|Cecil R. Bond, Director                            | 1,250,000                                      | A$0.10         | May 25, 2011
|                                                   | 250,000                                        | A$0.50         | May 26, 2012
|John S. Maloney Chairman and a Director            | 1,000,000                                      | A$0.10         | May 25, 2011



In total, directors, officers and employees hold options that are exercisable into 7,500,000 Common Shares.  The options expire on May 25, 2011 and May 26, 2012.

The terms and conditions of options which are issued from time to time upon shareholder approval are as follows:

1.

The options may be exercised in a specific period.

2.

Directors options remain exercisable for up to 6 months after the date the optionee ceases to be a director or officer of the Registrant.  Employees options remain exercisable for between 30 days and up to six months after the date the optionee ceases to be an employee of the Registrant.



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3.

The exercise price for the options shall be set by the Registrant and all options granted to directors will be approved by shareholders.  Options granted to employees are not subject to approval by shareholders.

4.

The Registrant will not make application to ASX for official quotation of the options.

5.

The Registrant will make application to ASX for the quotation of the shares allotted and issued upon the exercise of an option within 10 business days after allotment and issue of those shares.

6.

All shares issued upon exercise of the options will rank pari passu in all respects with the Registrants then outstanding shares.

7.

There is no participating rights or entitlements inherent in the options and optionees will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options.  However, the Registrant will send a notice to each holder of options at least nine business days before the relevant record date.  This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

8.

If the Registrant makes a bonus issue of shares pro-rata to existing shareholders (other than an issue in lieu in satisfaction of dividends or by way of dividend investment) and no share has been allotted in respect of an option before the books closing date for determining entitlements to the bonus issue, then the number of shares over which the option is exerciseable shall be increased by the number of shares which the option holder would have received if the option holder had exercised the option prior to the closing date of the books.

9.

If there is a pro-rata issue (except a bonus issue) to holders of shares, the exercise price of an option may be reduced in accordance with the formula provided for in ASX Listing Rule 6.22.2.

10.

In the event of any reorganization of the issued capital of the Registrant on or prior to the expiry of the options, the rights of an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganization.

C.

Board Practices

Members of the Board have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting of shareholders or until a successor is duly elected, unless the office is vacated in accordance with the articles and bylaws of the Registrant.  The executive officers of the Registrant serve at the pleasure of the Board.



Pursuant to an agreement dated February 2006 between the Registrant and Peninsular Services Pty Ltd (Peninsular), Peninsular has provided the services of Mr. Lloyd in consideration of an annual fee of A$250,000.  In addition Peninsular provides administrative and technical support personnel as required by the Registrant from time to time.  The consideration paid to Peninsular for these services during the fiscal year was approximately $114,000.  Mr. Lloyd was appointed Chief Executive Officer of the Registrant in April 2005.



Effective July, 2005, Emmerson Holdings Pty Ltd., a company controlled by Mr. Lloyd has provided office facilities to the Registrant in Australia at a cost of A$2,803 per month.  The consideration paid to Emmerson Holdings during the fiscal year for office rent totalled A$33,642.





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Audit Committee

In accordance with the Business Corporations Act (British Columbia), the Registrant is required to have an audit committee.  The Registrants current Audit Committee consists of:

|               |                       
|-------------- | ----------------------
|Name           | Present Office        
|Peter H. Lloyd | CEO and Director      
|John Maloney   | Non Executive Chairman
|Philip Thick   | Director              



The Audit Committee meets with the Registrants independent accountants and management periodically to review the scope and results of the annual audit and to review the Registrants financial statements and related reporting matters prior to the submission of the financial statements to the Board.



The Audit Committee meets as often as it determines, but not less frequently than quarterly.  The committee reviews all financial statements prior to the submission of those statements to the Board for approval.  In addition, the committee meets with the independent auditors at least on an annual basis to review and discuss the audit of the Registrants financial statements.  The Audit Committee pre-approves all the audit engagement terms and all non-audit services.  Certain services are pre-approved by the Audit Committee on an annual basis.

The Registrant has established an Audit Committee charter which deals with the establishment of the Audit Committee and sets out its duties and responsibilities.

Remuneration Committee

The Registrant does not have a separate remuneration committee.  The full Board reviews the terms and conditions of employment and remuneration levels for employees.



D.

Employees

The following table sets forth the number of direct and indirect employees of the Registrant and all of its subsidiaries at December 31 for each of the years indicated.  The employees listed below can all be characterised as administrative personnel.

|     |        |           |      
|---- | ------ | --------- | -----
|Year | Canada | Australia | Total
|2005 | 3      | 3         | 5    
|2006 | 1      | 3         | 4    
|2007 | 1      | 2         | 3    



None of the Registrants employees are members of a labour union.



E.

Share Ownership

The following table sets forth, as of February 28, 2008, the number of the Registrants Common Shares beneficially owned by the directors and members of senior management of the Registrant, individually, and the percentage ownership of the outstanding Common Shares represented by such shares.  The security holders listed below are deemed to be the beneficial owners of Common Shares underlying options and warrants which are exercisable within 60 days from the above date.



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|                                           |                                                          |                                   |       |  |  | 
|------------------------------------------ | -------------------------------------------------------- | --------------------------------- | ----- |  |  | 
|Name  and positions held in the Registrant | Number of shares owned or controlled at Feb. 28, 2008(5) | Percentage of  shares outstanding
|                                           | PETER H. LLOYD(1)President, CEO, Chairman & Director     | 11,287,539(2)                     | 10.8%
|                                           | CECIL R. BONDDirector                                    | 2,232,000(3)                      | 2.2% 
|                                           | JOHN MALONEY(1)Non Executive Chairman                    | 1,000,000(4)                      | 1.0% 
|                                           | PHILIP THICK(1)Director                                  | 250,000 (5)                       | 0.5% 



(1)

Member of Audit Committee.

(2)

Includes options to purchase 2,500,000 common shares at an exercise price of A$0.10 that expire on May 25, 2011, and options to   purchase 2,500,000 common shares at an exercise price of A$0.50 that expire on May 26, 2012.

(3)

Includes options to purchase 1,250,000 common shares at an exercise price of A$0.10 that expire on May 25, 2011, and options to   purchase 250,000 common shares at an exercise price of A$0.50 that expire on May 26, 2012.

(4)

Includes options to purchase 1,000,000 common shares at an exercise price of A$0.10 that expire on May 25, 2011.

(5)

The information regarding share ownership has been provided by the individuals themselves.



Stock options to purchase securities from the Registrant are granted to directors, officers and employees of the Registrant pursuant to Incentive Option Agreements on terms and conditions acceptable to the regulatory authorities in Australia, notably the ASX.  Stock options granted to directors of the Registrant must be approved by the Registrants shareholders.



No option granted under the option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.  Options to directors expire up to six months following the termination of service of the optionee, while options to employees expire between 30 days and up to six months following termination of service.



The exercise prices for all currently outstanding stock options were determined in accordance with the ASX guidelines and with the minimum exercise price reflecting the average closing price of the Registrants common stock for the five trading days on the ASX immediately preceding the day on which the grant of the stock options was announced, but not including a closing price that occurred earlier than the trading day following the day on which any material change was announced.



The following table sets forth the stock options outstanding at

February 28

, 2008 to directors and officers of the Registrant and any of its subsidiaries.  No director or officer holds any warrants or other convertible securities.

|                                                                       |                                                |                |             
|---------------------------------------------------------------------- | ---------------------------------------------- | -------------- | ------------
|Name and Title                                                         | Number of Common Shares Issuable upon Exercise | Exercise Price | Expiry Date 
|Peter H. Lloyd, CEO, President, CEO and a director of the Registrant   | 2,500,000                                      | A$0.10         | May 25, 2011
|                                                                       | 2,500,000                                      | A$0.50         | May 26, 2012
|Cecil R. Bond,  a director of the Registrant                           | 1,250,000                                      | A$0.10         | May 25, 2011
|                                                                       | 250,000                                        | A$0.50         | May 26, 2012
|John S Maloney Non Executive Chairman and a Director of the Registrant | 1,000,000                                      | A$0.10         | May 25, 2011



There are no arrangements for involving employees in the capital of the Registrant.  Stock options are granted to employees at the discretion of the Board of Directors.



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Item 7  Major Shareholders and Related Party Transactions

A.

Major Shareholders

No beneficial owners of 5% or more of the Common Shares are known to the Registrant except for Mr. Lloyd as disclosed above under Item 6.E. - Share Ownership.  Mr Lloyds voting rights do not differ in any way from those of the Registrants other shareholders.



At

February 28, 2008,

there were 264 record holders of the Registrants Common Shares resident in the United States, holding 3,887,933 Common Shares.  This number represents approximately 3.9% of the total issued and outstanding Common Shares of the Registrant at that date.



At February 28, 2008, there were a total of 433 record holders of the Registrants Common Shares.



The Registrant is a publicly owned corporation, the Common Shares of which are owned by Canadian residents, Australian residents, United States residents, and residents of other countries.  To the extent known to the Registrant, it is not directly owned or controlled by another corporation, any foreign government or any other natural or legal person(s) severally or jointly.  The Registrant is not aware of any arrangement, the operation of which may result in a change of control of the Registrant.

B.

Related Party Transactions

See Item 6.C.  Board Practices for further information.

Other than as disclosed here and in Item 6.C.  Board Practices, there have been no material transactions since December 31, 2003 to date, and there are no presently proposed transactions, to which the Registrant or any of its subsidiaries was or is to be a party, in which any director, officer or significant shareholder of the Registrant or its subsidiaries, or any relative or spouse of any of the foregoing persons or any relative of such spouse who has the same home as such person, had or is to have a direct or indirect material interest.



Management believes the transactions referenced above, if any, were on terms at least as favourable to the Registrant as the Registrant could have obtained from unaffiliated parties.

C.

Interests of Experts and Counsel

Not applicable.



Item 8 Financial Information

A.

Consolidated Statements and Other Financial information

See Item 17  Financial Statements.



Legal Proceedings

Musongati Arbitration  In June 2007, the Registrant commenced arbitral proceedings at the ICC following the purported termination of the Mining Convention by the government of Burundi.



Except as further disclosed in Item 4  Information on the Company, there is no pending, threatened or recently concluded legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings that involve any third party, which may have, or have had in the recent past,



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significant effects on the Registrants financial position.  This includes governmental proceedings pending or known to be contemplated.



Dividend Policy

The Registrant has not declared any dividend to date and has no present intention to declare any such dividend in the foreseeable future.



B.

Significant Changes

There have been no significant changes in the financial condition of the Registrant since the most recent consolidated financial statements dated December 31, 2007.



Item 9  The Offer and Listing

A.

Offer and Listing Details

Stock Price History

In recent years, securities markets in Canada and Australia have experienced a high level of price and volume volatility, and the market price of many resource and resource related companies have experienced wide fluctuations in price which have not necessarily been related to operating performance or underlying asset values or prospects of such companies.  There can be no assurance that fluctuations in the Registrants share price and volume will not occur.



The following table sets out the high and low market prices and the volume of the Common Shares traded on the ASX for the last 5 years and eight quarters ending December 31, 2007 and for the last six months to February 28, 2008.



|                   |          |         |            
|------------------ | -------- | ------- | -----------
|Year Ended         | ASX high | ASX Low | ASX Volume 
|                   |          |         |            
|2003               | A$0.310  | A$0.088 | 19,781,253 
|2004               | A$0.280  | A$0.060 | 16,064,905 
|2005               | A$0.090  | A$0.030 | 9,501,720  
|2006               | A$0.100  | A$0.042 | 8,920,390  
|2007               | A$1.340  | A$0.064 | 146,117,651
|Quarter Ended      |          |         |            
|March 31, 2006     | A$0.065  | A$0.042 | 794,812    
|June 30, 2006      | A$0.090  | A$0.054 | 3,277,628  
|September 30, 2006 | A$0.100  | A$0.051 | 2,280,345  
|December 31, 2006  | A$0.100  | A$0.060 | 2,567,605  
|March 31, 2007     | A$0.530  | A$0.064 | 33,960,959 
|June 30, 2007      | A$1.340  | A$0.300 | 79,106,609 
|September 30, 2007 | A$0.685  | A$0.230 | 22,178,045 
|December 31`, 2007 | A$0.860  | A$0.335 | 10,872,038 
|Month Ended        |          |         |            
|September 30, 2007 | A$0.420  | A$0.320 | 1,808,074  
|October 31, 2007   | A$0.545  | A$0.335 | 3,950,040  
|November 30, 2007  | A$0.860  | A$0.380 | 7,569,118  
|December 31, 2007  | A$0.840  | A$0.600 | 2,294,780  
|January 31, 2008   | A$0.670  | A$0.415 | 1,747,147  
|February 28, 2008  | A$0.470  | A$0.300 | 895,795    





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B.

Plan of Distribution

Not applicable.



C.

Markets

The principal trading market for the Registrants Common Shares is the ASX.  Effective June 6, 1997, the Registrants Common Shares commenced trading on the ASX under the trading symbol CIO.  The Registrants Common Shares previously traded on the CDNX from 1996 under the symbol CYO.  Effective May 7, 1999, the Registrants Common Shares began trading on the ASX under the symbol AGY and traded on the CDNX under the symbol AGY until October 4, 2001 when the Registrant delisted its shares from the CDNX due to a lack of trading volume.



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

Not applicable.



Objects and Purposes of the Company

The Articles of the Registrant impose no restrictions on the business the Registrant may undertake.



Directors Powers

Section 16.1 of the Articles gives directors broad discretion to manage the affairs of the Registrant.  The directors may, from time to time on behalf of the Registrant, borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit, and may authorize the guaranteeing of any obligations of any other person.  Furthermore, the directors may issue bonds, debentures and other debt obligations outright or as security for any liability or obligation of the Registrant or other person.  Finally, the directors may mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Registrant.



Section 18.10 of the Articles provides that the quorum necessary for the transaction of the business of the directors shall be a simple majority of directors.



Section 14.8 of the Articles authorizes the Board to appoint one or more additional directors between annual general meetings.



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Section 13.5 of the Articles provides that the remuneration of the directors may be determined from time to time by the directors.  There are no restrictions in the Articles upon the directors power to vote compensation to themselves or any members of their body. However ASX rules require that the total amount that can be paid to directors for services as directors be approved by shareholders.



Section 17.4 of the Articles provides that a director who is a party to a material contract or a proposed material contract with the Registrant or who is the director or an officer of or has a material interest in any person who is a party to a material contract, or a proposed material contract with the Registrant, shall disclose in writing to the Registrant or request to have entered in the minutes of meetings of directors, the nature and extent of his interest.  All such disclosures shall be made at the time required by the applicable provisions of the BC Business Corporations Act (the Act) and directors shall refrain from voting in respect of the material contract or proposed material contract if and when prohibited by the Act.  Subject to the Act, a director who is prohibited by the Act from voting on a material contract or proposed material contract will be counted in determining whether a quorum is present for the purpose of the resolution.



The directors of the corporation have the authority under the Articles to provide financial assistance by means of loan guarantee or otherwise on account of expenditures incurred on behalf of the corporation, to a wholly-owned subsidiary and to employees to assist with living accommodations or share purchase plans unless the corporation does not have the funds.



The directors have the authority under the Articles to appoint officers to serve at the pleasure of the Board.  The powers of the directors set forth in the Articles can be varied by amending the Articles.  Section 259 of the Act provides that a corporation may amend its Articles by filing with the registrar of corporations articles of amendment approved by shareholders by special resolution.  A special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by those members of a corporation who, being entitled to do so, vote in person or by proxy at an annual or special meeting of the corporation.



Qualifications of Directors

There is no provision in the By-laws or Articles imposing a requirement for retirement or non-retirement of directors under an age limit requirement.



There is no requirement for directorsto hold a share in the capital of the Registrant as qualification for holding office.  Section 124 of the Act provides that no person is qualified to act as a director if that person is:

(a)

under the age of 19 years;

(b)

found to be incapable of managing the persons own affairs;

(c)

not an individual;

(d)

a person who has the status of bankruptcy, or

(e)

a person who is convicted of an offence in connection with the formation, promotion or management of a corporation or fraud.

Section 120 of the Act provides that every corporation must have at least one director, and a distributing corporation must have not less than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.



Section 14.10 of the Articles provides for the election and removal of a director.  The office of a director shall be vacated if the director (i) dies or resigns his or her office by notice in writing delivered to the registered office of the Registrant; or (iii) ceases to be qualified to act as a director pursuant to the Act.



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Section 128 of the Act provides that the shareholders may by ordinary resolution at a special meeting remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his or her stead.



Share Rights

All of the authorized shares of common stock of the Registrant are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets, surpluses and profits and in all other respects, on liquidation, dissolution or winding up of the Registrant, whether voluntary or involuntary, or any other distribution of the assets of the Registrant among its shareholders for the purpose of winding up its affairs after the Registrant has paid out its liabilities.  There are no time limits on dividend entitlement.  The issued Common Shares are not subject to call or assessment rights or any pre-emptive or conversion rights.  The holders of Shares are entitled to one vote for each Share on all matters to be voted on by the shareholders.  There are no provisions for redemption, purchase for cancellation, surrender or purchase funds.



Changing the rights of shareholders, where such rights are attached to an issued class or series of shares requires amending the Articles as described in section 259 of the Act and must be enacted via shareholder consent by special resolution, defined as requiring a two-thirds majority .



Meetings

The Act provides that the Registrant must hold an annual general meeting within 18 months of incorporation or amalgamation and not more than 15 months after the last annual general meeting was held.  The Registrant must give to its shareholders entitled to receive notice of a general meeting not less than 21 days and not more than two months notice of any general meeting of the Registrant, but those shareholders may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.  The directors must place before each annual general meeting of its shareholders comparative annual financial statements and the report of the auditor to the shareholders.



The Act provides that one or more shareholders of a corporation holding not less than 1% of the issued voting shares of the corporation or holding shares having a value of at least $2,000 may requisition the directors to call and hold a general meeting.



Two persons present in person and entitled to vote at the meeting will constitute a quorum for a general meeting.



Persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the auditor and any lawyer of the Registrant, the Directors, the President and the Secretary.  Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.



Every shareholder, including a corporate shareholder, entitled to vote at meetings of shareholders may by instrument in writing appoint a proxy, who need not be a shareholder, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.



All questions at meetings of shareholders shall be decided by the majority of the votes cast in favour.  Any question at a meeting of shareholders shall be decided by show of hands unless a ballot thereon is requested.  If a poll is required by the chairman of the meeting or is duly demanded by a shareholder, a poll upon the question shall be taken in the manner the chairman of the meeting directs.  In the case of an equality of votes, the chairman of the meeting will not be entitled to a second or casting vote.





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Limitations on Ownership of Securities

Except for as described in Item 10. D.  Exchange Controls, there are no limitations on the right to own securities, imposed by foreign law or by the charter or other constituent documents of the Registrant.



Change in Control of Corporation

No provision of the Registrants articles of association, charter or bylaws would have the effect of delaying, deferring, or preventing a change in control of the Registrant, and operate only with respect to a merger, acquisition or corporate restructuring of the Registrant or any of its subsidiaries.



Ownership Threshold

There are no provisions in the Articles governing the ownership threshold above which shareholder ownership must be disclosed.  Upon reaching 10% of the issued capital, a shareholder is required to make disclosure of further acquisitions under the Securities Act.



Conditions Governing Changes in Capital

There are no conditions imposed by the By-laws or Articles of the Registrant regarding changes in the capital that are more stringent than is required by law.



C.

Material Contracts

|                                                      |                |               
|----------------------------------------------------- | -------------- | --------------
|Contract                                              | Item Reference | Exhibit Number
|Management Agreement with Peninsular Services Pty Ltd | 6 C            | 4.12          



Management Agreement with Peninsular Services Pty Ltd

Pursuant to an agreement dated February 2006 between the Registrant and Peninsular, Peninsular provides the services of Mr. Lloyd in consideration of an annual fee of A$250,000.  In addition, Peninsular provides administrative and technical support personnel as required by the Registrant from time to time. The consideration paid to Peninsular for those services during the fiscal year was approximately $114,000.



D.

Exchange Controls

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Registrants Common Shares.  Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (5% if the shareholder is a corporation owning at least 10% of the outstanding Common Shares of the Registrant) pursuant to Article X of the reciprocal tax treaty between Canada and the United States.  See Item 10. E.  Taxation.



Except as provided in the Investment Canada Act(ICA), there are no limitations under the laws of Canada, the Province of British Columbia or in the Registrants charter or any other constituent documents of the Registrant on the right of foreigners to hold or vote the Common Shares of the Registrant.



The ICA,which became effective on June 30, 1985, requires a non-Canadian making an investment to acquire control, directly or indirectly, of a Canadian business, to file a notification or an application for review with Investment Canada.  An application for review must be filed if the investor is not a citizen or resident of a World Trade Organization member country, and the investment is over $50,000,000 or, if the



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investor is a citizen or resident of a World Trade Organization member country and the investment is over $295,000,000.  For all acquisitions of a Canadian business which do not meet the threshold criteria for filing an application for review, the ICA requires the investor to file a notification.



The provisions of the ICA are complex, and the above is a limited summary of the main provisions of the ICA.  Any non-Canadian citizen contemplating an investment to acquire control of the Registrant should consult professional advisors as to whether and how the ICA might apply.



For purposes of the ICA, direct acquisition of control means a purchase of the voting interests of a corporation, partnership, joint venture or trust carrying on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business.  An indirect acquisition of control means a purchase of the voting interest of a corporation, partnership, joint venture or trust, whether a Canadian or foreign entity, which controls a corporation, partnership, joint venture or trust company carrying on a Canadian business in Canada.



E.

Taxation

Canadian Federal Income Tax Consequences

The following is a summary of the material Canadian federal income tax considerations generally applicable to U.S. holders of the Registrants Common Shares.



The tax consequences to any particular holder of Common Shares will vary according to the status of that shareholder as either an individual, trust, corporation or member of a partnership, the jurisdiction in which the shareholder is subject to taxation, the place of residence of the shareholder and, generally, the shareholders particular circumstances.



This summary is applicable to only those shareholders who are resident in the United States, have never been resident in Canada, deal at arms length with the Registrant, hold their Common Shares as capital property, and who will not use or hold the Common Shares in carrying on business in Canada.  Special rules not discussed in this summary may apply to a U.S. shareholder that is an issuer carrying on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, either the TaxAct or ITA), the Canada-United States Tax Convention current at the date of this Annual Report(the Tax Convention), and the current administrative practices of the Canada Revenue Agency.  This summary does not take into account provincial income tax consequences.



This summary is not exhaustive of all possible income tax consequences.  It is not intended as legal or tax advice to any particular shareholder and should not be so construed.  Each shareholder should consult his or her own tax advisor with respect to the income tax consequences applicable in that shareholders own particular circumstances.



Dividends

Pursuant to the Tax Convention, any dividends paid to non-resident shareholders of the Registrant, will generally be subject to Canadian withholding tax (Part XIII Tax) in respect of any dividend paid or deemed to be paid on his or her shares.   The Registrant will be required to withhold the applicable amount of Part XIII Tax from each such dividend and remit the withheld amount directly to the Receiver General of Canada for the account of the shareholder.  By virtue of Article X of the Tax Convention, the



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rate of Part XIII Tax on dividends paid to U.S. resident shareholders is generally limited to 15% of the gross amount of the dividend (or 5% in the case of certain corporate shareholders owning at least 10% of the Registrants voting shares).  In the absence of the treaty provisions, the rate of Part XIII Tax imposed is 25% of the gross amount of the dividend.



In addition, under Article XXI of the Tax Convention, dividends may be exempt from Canadian withholding tax if paid to certain US residents that are qualifying religious, scientific, literary, educational or charitable tax-exempt organization and qualifying trusts, companies, organization or arrangements operated exclusively to administer or provide pension, retirement or employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.



Disposition of Common Shares

A non-resident of Canada who disposes of a share, including by deemed disposition on death, will generally not be subject to Canadian tax under the ITA in respect of any capital gains (or be entitled to deduct any capital loss) thereby realized upon the disposition of Common Shares listed on a prescribed stock exchange unless the shares represent taxable Canadian property (as defined by the ITA) to the shareholder.  A Common Share of the Registrant will be deemed to be taxable Canadian property to a non-resident shareholder if, Common Shares of the Registrant represent taxable Canadian property and who is under Article XIII of the Tax Convention), generally no Canadian tax is payable on a capital gain realized unless the value of such shares is derived principally from real property located in Canada and at any time during the five years preceding the disposition, the non-resident shareholder, persons with whom the non-resident shareholder did not deal at arms length, or the non-resident shareholder and persons with whom he/she did not deal at arms length, owned 25% or more of the issued Common Shares of the Registrant.



If a non-resident shareholder disposes of the Registrants Common Shares to another Canadian corporation which deals or is deemed to deal on a non-arms length basis with that shareholder and which, immediately after the disposition, is connected with the Registrant (i.e., holds 10% or more of the voting rights and market value of the Registrants Common Shares), the amount by which the fair market value of any consideration (other than shares of the purchasing corporation) exceeds the paid-up capital for the Common Shares sold will be deemed to be taxable as a dividend paid by the purchasing corporation and subject to Part XIII tax as described above.



Where a shareholder disposes of Common Shares to the Registrant (unless the Registrant acquired the shares in the open market in like manner to any member of the public) the result will be a deemed dividend to the shareholder equal to the amount by which the consideration paid by the Registrant exceeds the paid-up capital of the Common Shares.  The amount of such dividend will be subject to withholding tax as previously described.



Material Australian Income Tax Consequences

Management of the Registrant believes that the following general summary fairly describes the principal Australian income tax consequences applicable to a holder of Common Shares of the Registrant who is a resident of the United States and who is not a resident of Australia and who does not use or hold, and is not deemed to use or hold, his Common Shares of the Registrant in connection with carrying on a business in Australia (a non-resident shareholder).



This summary is based upon the current provisions of the Income Tax Assessment Acts 1936 and 1997 (Australia) (the ITAA), the regulations thereunder (the Regulations), the current publicly announced administrative and assessing policies of the Australian Taxation Office, and all specific proposals (the



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Tax Proposals) to amend the ITAA and Regulations announced by the Treasurer (Australia) prior to the date hereof.  This description is not exhaustive of all possible Australian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial or foreign tax considerations which may differ significantly from those discussed herein.  The holders and prospective holders of Common Shares of the Registrant should consult with their own tax advisors about the federal, provincial and foreign tax consequences of purchasing, owning and disposing of Common Shares of the Registrant in light of their particular tax circumstances.



Dividends

Dividends received by the Registrant from its Australian subsidiary which are paid from profits which have borne Australian company tax (franked dividends) are not subject to Australian withholding tax.  Unfranked dividends (which are paid from profits which have not borne Australian company tax) paid by the Australian subsidiary to the Registrant will be subject to a withholding tax in Australia.  Where the Registrant is a US resident corporation with at least a 10% shareholding, the withholding rate will reduce to 5%.



Disposal of shares

A non-resident of Australia will only be subject to Australian capital gains tax on the disposal of an asset if it has the necessary connection with Australia. As the Registrant is not an Australian resident public company, as defined by the ITAA, there will not be this necessary connection and the non-resident shareholders of the Registrant will not be subject to Australian capital gains tax on the disposal of their Common Shares in the Registrant.



An exception is noted where a non-resident realizes a profit or gain which represents income attributable to a business of the shareholder carried on in Australia through a permanent establishment as defined in the Australia/US Double Tax Agreement.  In this instance, a non-resident of Australia may be subject to tax in respect of that profit or gain.



Material U.S. Federal Income Tax Consequences

TO COMPLY WITH UNITED STATES INTERNAL REVENUE SERVICE CIRCULAR 230, PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS ANNUAL REPORT IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY PROSPECTIVE INVESTORS, FOR THE PURPOSES OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE UNITED STATES INTERNAL REVENUE CODE; AND (B) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THE TAXPAYERS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.



The following is a general discussion of certain U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of shares in the Registrant.  This discussion is of a general nature only and does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences.  (See Taxation--Canadian Federal Income Tax Consequences and Taxation-Material Australian Income Tax Laws above).



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (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



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could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations.  This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of shares issued by the Registrant, and no opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made.  Accordingly, U.S. Holders and prospective U.S. Holders of Common Shares issued by the Registrant should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares issued by the Registrant.



U.S. Holders.

As used herein, a U.S. Holder means a holder of Common Shares issued by the Registrant who is (i) a citizen or individual resident of the U.S., (ii) a corporation created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate whose income is taxable in the U.S. irrespective of source or (iv) a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described Section 7701(a)(30) of the Code.  If a partnership or other pass-through entity treated as a partnership for U.S. federal income tax purposes holds shares issued by the Registrant, the U.S. federal income tax treatment of the partners or owners of such partnership or other pass-through entity generally will depend on the status of such partners or owners and the nature and activities of such partnership or pass-through entity.



Persons Not Covered.

This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including but not limited to (i) persons who are tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities, (ii) persons who have a functional currency other than the U.S. dollar, (iii) persons subject to the alternative minimum tax, (xi) persons who own their Common Shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (iv) persons who acquired their Common Shares through the exercise of employee stock options or otherwise as compensation for services, (v) persons that own an interest in an entity that owns Common Shares, (vi) persons who own, exercise or dispose of any options, warrants or other rights to acquire Common Shares, (vii) persons who are partners or owners of partnerships or other pass-through entities such as corporations subject to Subchapter S of the Code, or (viii) persons who own their Common Shares other than as a capital asset within the meaning of Section 1221 of the Code.



Distributions Made by the Registrant to U.S. Holders.

General Rules.  U.S. Holders receiving distributions (including constructive distributions) with respect to Common Shares issued by the Registrant are required to include in gross income as a dividend for U.S. federal income tax purposes the gross amount of such distributions (without reduction for any Canadian income tax withheld from such distributions), equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Registrant has current or accumulated earnings and profits.  To the extent that distributions from the Registrant exceed its current and accumulated earnings and profits, such distributions will be treated first as a return of capital, to the extent of the U.S. Holders adjusted basis in the shares, and thereafter as gain from the sale or exchange



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of the shares.  (See more detailed discussion at Disposition of Shares below).  Any Canadian tax withheld from a distribution by the Registrant may be credited, subject to certain limitations, against the U.S. Holders U.S. federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's U.S. federal taxable income by those who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).



Currency Gain or Loss.  In the case of foreign currency received as a distribution that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Dividends not Eligible for Reduced Tax Rate.  Under current U.S. tax laws, for taxable years beginning after December 31, 2002 and before January 1, 2011, dividends received by U.S. Holders that are individuals, estates or trusts from qualified foreign corporations, as defined in Section 1(h)(11) of the Code, generally are taxed at the same preferential tax rates applicable to long-term capital gains.  Although not free from doubt, it appears that the Registrant would be a qualified foreign corporation, as defined in Section 1(h)(11) of the Code if the Registrant is not a Passive Foreign Investment Company (PFIC).  A corporation that is properly described as a PFIC with respect to a specific US holder for its taxable year during which it pays a dividend, or for its immediately preceding taxable year, will not be treated as a qualifying foreign corporation and dividends received by U.S. Holders that are individuals, estates or trusts generally will be subject to U.S. federal income tax at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).



Dividends not Eligible for Dividends Received Deduction.  Dividends paid by the Registrant generally will not be eligible for the dividends received deduction allowed to corporate shareholders receiving dividends from certain U.S. corporations.  Under certain circumstances, a U.S. Holder that is a corporation and that owns shares representing at least 10% of the total voting power and the total value of shares issued by the Registrant may be entitled to a deduction of the U.S. source portion of dividends received from the Registrant (unless the Registrant qualifies as a PFIC as defined below).  The availability of the dividends received deduction is subject to several complex limitations that are beyond the scope of this discussion, and U.S. Holders of shares issued by the Registrant should consult their own financial advisor, legal counsel or accountant regarding the dividends received deduction.



Dividends Paid to Shareholder who Made QEF Election may be Exempt from Tax.  Generally, shareholders are not subject to additional income taxation on distributions made by a PFIC to the extent of the shareholders basis in the corporations shares if a Qualified Electing Fund (QEF) election is in effect.  (Please see the QEF election discussion below.)  A shareholders basis in this situation is usually equal to the cost of purchasing the shares plus the amount of the corporations income that was reported on the shareholders return pursuant to the QEF election less any prior distributions made by the corporation to the shareholder.  Again, these rules are subject to several exceptions that are beyond the scope of this discussion, and U.S. Holders of shares issued by the Registrant should consult their own financial advisor, legal counsel or accountant regarding whether dividends paid by the Registrant to them will be exempt from U.S. federal income tax if a QEF election is made.



Disposition of Shares.

General Rule.  A U.S. Holder will recognize gain or loss upon the sale or other taxable disposition of shares issued by the Registrant 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 shares.  This gain or loss



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will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the shares are held for more than one year.



Reduced Tax Rate.  Under current U.S. tax laws, preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation (other than a corporation subject to Subchapter S of the Code).  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders that are not corporations, 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 that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.  Sales of PFIC stock are not eligible for the reduced long-term capital gains rates that are usually applicable to sales of stock unless the shareholder made a QEF election regarding such shares.  As discussed below, the Registrant believes it is a PFIC.



Management Believes Registrant is a Passive Foreign Investment Company.

General Discussion.  Management of the Registrant believes it qualifies as a PFIC, within the meaning of Sections 1291 through 1298 of the Code, for the fiscal year ended December 31, 2007, and may have qualified as a PFIC in prior years and may qualify as a PFIC in subsequent years.  A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to numerous special U.S. federal income taxation rules and may elect to be taxed under two alternative tax regimes.  The following is a discussion of special rules applied to U.S. Holders of shares issued by the Registrant.  In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a controlled foreign corporation (as defined below) and a U.S. Holder owns, actually or constructively, 10 % or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at Controlled Foreign Corporation below).



Definition of PFIC.  Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (a) 75% or more of its gross income is passive income or (b) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  Passive income includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.  However, gains resulting from commodities transactions are generally excluded from the definition of passive income if substantially all of a merchants, producers or handlers business is as an active merchant, producer or handler of such commodities.  For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation.  Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a related person to the extent such amount is properly allocable to the income of such related person which is not passive income.  For these purposes, a person is related with respect to a foreign corporation if such person controls the foreign corporation or is controlled by the foreign corporation or by the same persons that control the foreign corporation.  For these purposes, control means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation.





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Generally Applicable PFIC Rules.  If a U.S. Holder does not make a timely election to be taxed in conformity with the Mark-to-Market rules or the QEF rules during a year in which it holds (or is deemed to have held) shares issued by the Registrant while it is a PFIC (a Non-Electing U.S. Holder), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Common Shares and (ii) certain excess distributions (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holders holding period) by the Registrant.



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



If the Registrant is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds shares issued by the Registrant, then it will continue to be treated as a PFIC with respect to such common shares and such Non-Electing U.S. Holder, even if it ceases meeting the definition of a PFIC.  A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Common Shares had been sold on the last day of the last taxable year for which it was a PFIC.



Market-to-Market Election.  Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to the market (a mark-to-market election).  If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above.  However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Registrants common shares.  A U.S. Holder who makes the mark-to market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the Registrants Common Shares as of the close of such tax year over such U.S. Holders adjusted basis in such common shares.  In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in the Common Shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the Registrants shares included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years.  A U.S. Holders adjusted tax basis in his shares will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election.  A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election.





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QEF Election.  A U.S. Holder who makes a timely QEF election (an Electing U.S. Holder) regarding his shares issued by the Registrant will be subject, under Section 1293 of the Code, to current U.S. federal income tax for any taxable year in which the Registrant qualifies as a PFIC on his pro rata share of the Registrants (i) net capital gain (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) ordinary earnings (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholders taxable year in which (or with which) the Registrants taxable year ends, regardless of whether such amounts are actually distributed.



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



The procedure a U.S. Holder must comply with in making an effective QEF election, and the U.S. federal income tax consequences of the QEF election, will depend on whether the year of the election is the first year in the U.S. Holders holding period in which the Registrant is a PFIC.  If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate QEF election documents at the time the U.S. Holder files his tax return for such first year.  However, if the Registrant qualified as a PFIC in a prior year, then in addition to filing the QEF election documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Registrant is a controlled foreign corporation, the U.S. Holders pro rata share of the Registrants post-1986 earnings and profits as of the qualification date.  The qualification date is the first day of the Registrants first tax year in which the Registrant qualified as a QEF with respect to such U.S. Holder.  The elections to recognize such gain or earnings and profits can only be made if such U.S. Holders holding period for the shares includes the qualification date.  By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election.  U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules.  In addition to the above rules, under very limited circumstances, a U.S. Holder may make a retroactive QEF election if such U.S. Holder failed to file the QEF election documents in a timely manner.



A QEF election, once made with respect to the Registrant, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election.  If a QEF election is made by a U.S. Holder and the Registrant ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Registrant does not qualify as a PFIC.  Therefore, if the Registrant again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Registrant qualifies as a PFIC.  In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the Registrants shares.  Therefore, if such U.S. Holder reacquires an interest in the Registrant, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which the Registrant qualifies as a PFIC.





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Generally, shareholders do not make a QEF election unless they have sufficient information to determine their proportionate shares of a corporations net capital gain and ordinary earnings.  The Registrant has not calculated these amounts for any shareholder and does not anticipate making these calculations in the foreseeable future.  Therefore, U.S. Holders of the Registrants Common Shares should consult their own financial advisor, legal counsel or accountant regarding the QEF election before making this election.



Other PFIC Rules.  Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.  Generally, in such cases the basis of shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized.  However, the specific U.S. federal income tax consequences to the U.S. Holder and the transferee may vary based on the manner in which the Common Shares are transferred.



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



The PFIC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the PFIC rules, including the advisability of and procedure for making a QEF election or a mark-to-mark election, and how these rules may impact their U.S. federal income tax situation.



Foreign Tax Credit.

A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of shares issued by the Registrant may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to U.S. federal income tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from distributions to) the U.S. Holder during that year.



There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders U.S. income tax liability that the U.S. Holders foreign source income bears to his or its worldwide taxable income.  In applying this limitation, the various items of income and deduction must be classified as either foreign source or U.S. source.  Complex rules govern this classification process.



In addition, U.S. Holders that are corporations and that own 10% or more of the Registrants voting stock may be entitled to an indirect foreign tax credit under Section 902 of the Code with respect to the payment of dividends by the Registrant under certain circumstances and subject to complex rules and limitations.The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and each U.S. Holder of Common Shares issued by the Registrant should consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.





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Information Reporting; Backup Withholding.

Certain information reporting and backup withholding rules may apply with respect to certain payments related to shares issued by the Registrant.  In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold at a current rate of 28% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder regarding dividends paid by the Registrant, or proceeds from the sale of, such Common Shares within the U.S., if a U.S. Holder fails to furnish its correct taxpayer identification number (generally on Form W-9) or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.  U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to the Registrants shares.



Other Considerations for U.S. Holders.

In the following circumstances, the above sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders resulting from the ownership and disposition of shares issued by a foreign corporation.



Controlled Foreign Corporation.  If more than 50% of the total voting power or the total value of the Registrants outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly or indirectly, 10% or more of the total voting power of the Registrants outstanding shares (each a 10% Shareholder), the Registrant could be treated as a Controlled Foreign Corporation (CFC) under Section 957 of the Code.



The classification of the Registrant as a CFC would effect many complex results, including that 10% Shareholders would generally (i) be treated as having received a current distribution of the Registrants Subpart F income and (ii) would also be subject to current U.S. federal income tax on their pro rata shares of the Registrants earnings invested in U.S. property.  The foreign tax credit may reduce the U.S. federal income tax on these amounts for certain 10% Shareholders (See more detailed discussion at Foreign Tax Credit above).  In addition, under Section 1248 of the Code, gain from the sale or other taxable disposition of the Registrants Common Shares by a U.S. Holder that is or was a 10% Shareholder at any time during the five-year period ending with the sale is treated as a dividend to the extent of the Registrants earnings and profits attributable to the Common Shares sold or exchanged.



If the Registrant is classified as both a PFIC and a CFC, it generally will not be treated as a PFIC with respect to 10% Shareholders.  This rule generally will be effective for taxable years of 10% Shareholders beginning after 1997 and for its taxable years ending with or within such taxable years of 10% Shareholders.



The Registrant does not believe that it currently qualifies as a CFC.  However, there can be no assurance that it will not be considered a CFC for the current or any future taxable year.  The CFC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the CFC rules and how these rules may impact their U.S. federal income tax situation.

F.

Dividends and Paying Agents

Not applicable.





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G.

Statement by Experts

Not applicable.



H.

Documents on display

The Registrants documents can be viewed at its Australian office, located at 57 Labouchere Road, South Perth, Western Australia.  The Registrant is subject to the informational requirements of the Exchange Act, and it files reports, registration statements and other information with the U.S. Securities and Exchange Commission (the SEC).  The Registrants reports, registration statements and other information can be inspected on the SECs website at www.sec.gov and such information can also be inspected and copies obtained in person or by mail at prescribed rates from the Public Reference Room of the SEC, 100 F Street NE, Room 1580, Washington, DC  20549 or by calling the SEC at 1-800-SEC-0330.



I.

Subsidiary Information

Not applicable.



Item 11  Quantitative and Qualitative Disclosures about Market Risk

The Registrant has not entered into any activities in derivative financial instruments, other financial instruments, or derivative commodity instruments.  The Registrants financial assets in the form of cash and cash equivalents are held in short-term interest-bearing deposits at institutions with high credit quality ratings.  The Registrant holds some foreign currency, mainly in Australian dollars.  As such the Registrant is exposed to exchange rate risk.  The Registrant does not currently engage in foreign currency hedging and its operations are subject to foreign currency fluctuations, and such fluctuations may materially affect its financial position and results of operations.



There can be no assurance that steps taken by management to address foreign currency fluctuations will eliminate all adverse effects and accordingly, the Registrant may suffer losses due to adverse foreign currency fluctuations.



As the Registrant is engaged in exploring mineral properties which, if successful, will produce commodities, it can be seen to be exposed indirectly to commodity risk.  Such exposure cannot be accurately estimated by quantitative means although the risk would increase as the possibility of project success increased.  Industry practice dictates that attempts to hedge commodity risk not begin until at least there are funding agreements in place supported by a bankable feasibility study.  The Registrant has in the past and may in the future finance its activities by the sale of equity and/or debt instruments.  This is also an indirect exposure to equity and/or interest-rate risk, which cannot be accurately estimated by quantitative means.



Item 12  Description of Securities other than Equity Securities

Not applicable.





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PART  II



Item 13  Defaults, Dividend Arrearages and Delinquencies

There have been no defaults, dividend arrearages or delinquencies.



Item 14  Material Modifications to the Rights of Security Holders and Use of Proceeds

There have been no material modifications to the Registrants common shares.



Item 15  Controls and Procedures

Under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, the Registrant has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the Exchange Act.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Registrants disclosure controls and procedures were effective in timely alerting it to the material information relating to it (or its consolidated subsidiaries) required to be included in the reports it files or submits under the Exchange Act.



During the period covered by this report, there has been no change in the Registrants internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.



Management, including its Chief Executive Officer, does not expect that the Registrants disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Managements Annual Report on Internal Control over Financial Reporting

Management of the Registrant is responsible for establishing and maintaining adequate internal control over financial reporting.  The Registrants internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with generally accepted accounting



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principles.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d15(f) promulgated under the Securities Act.



As of December 31, 2007, management assessed the effectiveness of the Registrants internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.  Based on the assessment, management has determined that there are material weaknesses to its internal control, consequently internal control was not effective as a result thereof.  Due to the Registrants limited resources, it is not feasible to engage additional personnel to address the lack of segregation of duty.  Management has, however, determined that there are compensating controls which mitigate the potential for error in the Registrants financial statements due to the involvement of its directors and review by the audit committee.  Management intends to improve internal control over financial reporting in future as the Registrants resources permit by engaging additional personnel.  This annual report does not include an attestation report of the Registrants registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Registrants registered public accounting firm pursuant to temporary rules of the United States Securities and Exchange Commission that permit the Registrant to provide only managements report in this annual report.



Changes in Internal Control over Financial Reporting

There were no changes in the Registrants internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect the Registrants internal control over financial reporting.



Item 16A  Audit Committee Financial Expert

The Registrants Board has determined that it does not have an audit committee member who meets the requirements set forth under the SEC rules to be deemed to be an audit committee financial expert.  The Registrant is currently seeking a suitably qualified person who meets these requirements.



Item 16B  Code of Ethics

The Registrant has adopted a code of ethics that applies to its executive officers, a copy of which is available, without charge, upon written request to the Registrants Secretary at 57 Labouchere Road, South Perth, Western Australia, 6151.



Item 16C  Principal Accountant Fees and Services

Horwath Orenstein LLP (Horwath) who were appointed as auditors of the Registrant on February 1, 2005 and reappointed on January 24, 2006 audited the Registrants books and records for the years ended December 31, 2007, 2006 and 2005.



Audit Fees

Fees billed by Horwath for professional services totalled $45,850 for the year ended December 31, 2007 and $46,500 for the year ended December 31, 2006.  Such fees were for the audit of the Registrants annual financial statements and review of its half year financial statements and for services in connection with statutory and regulatory filings for that fiscal year and the audit for the years ended December 31, 2007 and 2006.





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Audit-Related Fees

Fees for audit-related services totalled $ nil for the years ended December 31, 2007, 2006 and 2005.



Tax Fees

No fees related to tax services were billed by Horwath for the years ended December 31, 2007, 2006 and 2005.



All Other Fees

No other fees were billed by Horwath for the years ended December 31, 2007, 2006 and 2005.



During the fiscal years ended December 31, 2007, 2006 and 2005, Horwath did not bill for any products or services other than as described above.



The audit committee pre-approves audit engagement terms and fees prior to the commencement of any audit work, other than that which may be necessary for the Registrants independent auditors to prepare the proposed audit approach, scope and fee estimates; and other than de minimus non audit related services allowed by applicable law or regulation.  The independent auditors annually submit a written proposal that details all audit and audit related services.  Audit fees are fixed and contained in the proposal, and the audit committee reviews the nature and dollar value of services provided under such proposal.  Any revisions to such proposal after the engagement has begun are reviewed and pre-approved by the audit committee.



There were no fees in 2007, 2006 or 2005 that were not pre-approved by the Audit Committee.  All services described above under the captions Audit Fees, Audit Related Fees and Tax Fees and All Other Fees were approved by the Audit Committee pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).



Item 16D  Exemptions from the Listing Standards for Audit Committees.

Not applicable.



Item 16E  Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Neither the Registrant not any affiliated purchaser engaged in any repurchases of the registrants equity securities during the year ended December 31, 2006.



PART  III



Item 17  Financial Statements

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 for measurement differences between Canadian and United States GAAP (see Note 9 therein).







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MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The consolidated financial statements and the information contained in the annual report have been prepared by the management of the Corporation.  The financial statements have been prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, reflect management's best estimates based on currently available information.  A system of internal accounting control is maintained to provide reasonable assurance that financial information is accurate and reliable.



The Corporation's registered independent accountants, Horwath Orenstein LLP, who have been appointed by the directors, conduct an audit in accordance with generally accepted auditing standards in Canada and the Public Company Accounting Oversight Board (United States) to allow them to express an opinion on the financial statements.



The Audit Committee of the Board of Directors meets periodically with management to review the financial statements and related reporting matters prior to submission to the Board, and meets with the registered independent accountants to review the scope and result of the annual audit.

[argosy20f040508004.gif]





|                        |  | 
|----------------------- |  | 
|Chief Executive Officer | 
|Argosy Minerals Inc.    | 
|March 28, 2008          | 









REPORT OF INDEPENDENT ACCOUNTING FIRM

To The Shareholders of Argosy Minerals Inc

We have audited the consolidated balance sheet of Argosy Minerals Inc as at December 31, 2007 and 2006 and the consolidated statements of operations and deficit and cash flows for each of the years in the three-year period ended December 31, 2007.  These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian and Public Company Accounting Oversight Board (United States) generally accepted auditing standards.  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, the results of its operations and changes in its cash flow for each of the three years in the period ended December 31, 2007 in accordance with Canadian generally accepted accounting principles.





[argosy20f040508005.jpg]



Chartered Accountants

Licensed Public Accountants



Toronto, Canada

March 28, 2008



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Argosy Minerals Inc.(an exploration stage corporation)CONSOLIDATED BALANCE SHEETSAs at December 31, 2007 and 2006(expressed in Canadian dollars)20072006ASSETSCurrent AssetsCash and cash equivalents$            3,341,050$           2,356,331Accounts receivable and prepaids6,91617,2623,347,9662,373,593Office equipment and furniture13,7235,305$            3,361,689$           2,378,898LIABILITIESCurrent LiabilitiesAccounts payable and accrued liabilities$               172,622$              111,540SHAREHOLDERS' EQUITYCapital StockIssued46,991,75144,075,384Contributed Surplus1,264,482439,251Deficit(45,067,166)(42,247,277)3,189,0672,267,358$            3,361,689$           2,378,898












APPROVED ON BEHALF OF THE BOARD

[argosy20f040508008.jpg]                                                                                    
[argosy20f040508004.gif]

__________________________

____________________________

John Maloney, Chairman

Peter Lloyd, President & Director

March 28, 2008

March 28, 2008









The accompanying notes are an integral part of these consolidated financial statements.



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Argosy Minerals Inc.(an exploration stage corporation)CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICITFor the Years Ended December 31, 2007, 2006 and 2005(expressed in Canadian dollars)200720062005IncomeInterest$              141,220$                107,563$                 96,310Foreign exchange gain / (loss)(125,404)376(1,141)15,816107,93995,169ExpensesAccounting and audit$                46,805$                  53,683$                 81,201ArbitrationNote 3(a)202,668--Bank charges1,9961,8373,673Amortization6,42912,51512,227Directors' fees48,56645,83375,000Insurance2,0324,67322,289Legal70,35195,74551,981Management and consulting fees279,865405,986163,303Office15,91115,18919,533Project assessment expendituresNote 4989,114228,646241,327Rent34,76552,03659,155Salaries and benefits129,436191,581350,319Stock based compensation856,164439,251-Shareholder communications13,11125,72240,863Telecommunications7,82514,96018,527Transfer agent and stock exchange107,61743,62352,042Travel23,050111,841102,3662,835,7051,743,1211,293,806Net Loss for the Year(2,819,889)(1,635,182)(1,198,637)Deficit - Beginning of Year(42,247,277)(40,612,095)(39,413,458)Deficit - End of Year$        (45,067,166)$         (42,247,277)$         (40,612,095)Basic & Fully Diluted Loss per Common Share$                   (0.03)$                    (0.02)$                    (0.01)Weighted Average Number of Common SharesOutstanding, Basic and Fully Diluted98,023,27295,969,10595,969,105














The accompanying notes are an integral part of these consolidated financial statements.



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Argosy Minerals Inc.(an exploration stage corporation)CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years Ended December 31, 2007, 2006 and 2005(expressed in Canadian dollars)200720062005Cash Provided from (Used for)Operating ActivitiesNet loss for the year$    (2,819,889)$    (1,635,182)$     (1,198,637)Items not affecting cash:Amortization6,42812,51512,227Foreign exchange (gain) / loss97,235(794)297Project assessment expenditures - shares issued94,889--Stock based compensation856,164439,251-(1,765,173)(1,184,210)(1,186,113)Changes in Non-cash Working Capital(Increase) Decrease in accounts receivableand prepaids10,3469,127140,571Increase/(Decrease) in accounts payableand accrued liabilities61,082(96,332)56,871Cash Flows from Operating Activities(1,693,745)(1,271,415)(988,671)Investing Activities(Purchase)/disposal of office equipment and furniture14,846837(1,324)Cash Flows from Investing Activities14,846837(1,324)Financing ActivitiesIssue of shares2,790,545--Cash Flow from Financing Activity2,790,545--Foreign Exchange Gain / (loss) on cashheld in Foreign Currency(97,235)794(297)Increase (Decrease) in Cash and CashEquivalents984,719(1,269,784)(990,292)Cash and Cash Equivalents -Beginning of Year2,356,3313,626,1154,616,407Cash and Cash Equivalents -End of Year$     3,341,050$     2,356,331$       3,626,115






The accompanying notes are an integral part of these consolidated financial statements.



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Argosy Minerals Inc.

(an exploration stage corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2007



1.

Nature of Operations

On May 26,2005, the Corporation continued its jurisdiction of incorporation from the Yukon Territory under the Yukon Corporations Act to British Columbia, under the Business Corporations Act, British Columbia, and amalgamated with its wholly owned Canadian subsidiaries.



The Corporation and its subsidiaries are engaged in the exploration of mineral properties and is considered to be an exploration stage company.  The Corporation is in the process of investigating possible property acquisitions, principally in Africa. The Corporation was previously involved in studies for the development of a nickel/cobalt processing facility at Musongati in the Republic of Burundi.  In August 2002 the Corporations subsidiary, Andover Resources N.L., declared force majeure and curtailed its activities in Burundi as a result of the deterioration of the security situation, however in 2005 following elections and the formation of a new government in Burundi, the Corporation lifted force majeure and entered into discussions with the Ministry for Mines regarding recommencing activities in Burundi. Following the purported termination of the Mining Convention by the government of Burundi in June 2007, the Corporation commenced arbitral proceedings at the International Court of Arbitration of the International Chamber of Commerce in Paris to enforce its rights. See Note 3(a).



During 2007 the Corporation continued to evaluate the Lac Panache, Fish and the Copper Cliff properties in Sudbury, Ontario acquired under option agreements entered into in 2005 and 2007.  As results from exploration activities on these projects did not merit further work, the Corporation terminated the option agreements. See Note 3(b), (c) and (d).



During 2005, the Corporation terminated its option to acquire the Albetros Diamond Project in South Africa as a new exploration permit was not issued. See Note 3(e).



The Corporation is in the process of exploring mineral properties and has not yet determined whether these properties contain deposits that are economically recoverable.  The continuing operations of the Corporation is dependent upon, obtaining necessary financing to meet its commitments as they come due and to finance exploration and development of the properties, the discovery of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties and upon future profitability, production or proceeds from disposition of the mineral properties.



2.

Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries after elimination of inter-company accounts and transactions:

|                                    |             
|----------------------------------- | ------------
|Company Name                        | Country     
|Argosy Mining Corporation Pty. Ltd. | South Africa
|Andover Resources N.L. ("Andover")  | Australia   
|Argosy Energy Zambia Limited        | Zambia      



Financial Statement Presentation

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP).  The material measurement differences between Canadian and United States GAAP are explained in Note 9, along with their effect on the Corporations consolidated statements of operations and deficit.



Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the period.  Significant areas where managements judgement is applied are mineral property valuations, valuation of future income tax benefits and contingent liabilities.  Actual results may differ from those estimates.



Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term deposits maturing within 90 days of the original date of acquisition.  In order to limit its exposure to losses, the Corporation deposits its funds with major Canadian and Australian banks.  A significant portion of the cash balances are held in Australian dollars, accordingly, the Corporation has exposure to fluctuations in currency exchange rates.



Office Equipment and Furniture

Amortization is provided on office equipment and furniture using the straight line method over the estimated useful lives of the assets.



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Project Assessment Expenditures

Project assessment costs consist of expenditures to evaluate new projects.  These expenditures are charged to income when incurred.  Once the Corporation decides to acquire the property, costs associated with its acquisition and exploration or development will be accounted for as described under Mineral Properties below.  Included in project assessment expenditures are option payments for mineral properties.  These payments are charged to income when incurred.



Mineral Properties

a)

Mineral property acquisition costs

Mineral properties consist of exploration and mining concessions, options and contracts.  Acquisition costs are capitalized and deferred until such time as the property is put into production, or the property is disposed of, either through sale or abandonment or becomes impaired. If a property is put into production, the cost of acquisition will be written off over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the acquisition costs will be written off to operations.

Recorded costs of mineral properties are not intended to reflect present or future values of resource properties. The recorded costs are subject to measurement uncertainty and, based on existing knowledge, it is reasonably possible that changes in future conditions could require a material change in the recognized amount.



Although the Corporation has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Corporations title. Such properties may be subject to prior undetected agreements or transfers and title may by affected by such defects.



b)

Mineral property exploration expenditures

When proven and probable reserves are determined for a property, subsequent development costs of the property are capitalized and amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property are credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the exploration costs will be written off to operations.

Recorded costs of mineral property exploration expenditures are not intended to reflect present or future values of resource properties. The recorded costs are subject to measurement uncertainty and, based on existing knowledge, it is reasonably possible that changes in future conditions could require a material change in the recognized amount.



c)

Impairment of mineral property acquisition costs and exploration expenditures

Carrying values of mineral properties and, the property, plant and equipment associated with those mineral properties, are reviewed for impairment when events or changes in circumstances occur that suggest possible impairment. If the property is assessed to be impaired, it is written down to its estimated fair value.



Stock Based Compensation

The Corporation grants stock options to employees and consultants as determined by the Corporations Board of Directors. Stock options granted to the directors of the Corporation are granted subject to approval of the Corporation's shareholders. The Company does not repurchase stock options from optionees.



Compensation costs attributable to all stock options granted are measured at fair value at the grant date, using the Black-Scholes Model, and are expensed over the vesting period with a corresponding increase to contributed surplus. The Black-Scholes Model requires the input of highly subjective assumptions including expected stock price volatility.  Differences in input assumptions can materially affect the fair value estimate and therefore the existing models do not necessarily provide a reliable single measure of the fair value of any stock options granted.  Upon the exercise of the option, consideration received together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.



Loss per Common Share

Loss per common share is calculated using the weighted average number of common shares issued and outstanding during each year.  Basic and fully diluted loss per share, are the same, as the effect of potential issues of shares under stock option arrangements would be anti-dilutive.



Foreign Currency Translation

The Corporations foreign subsidiaries are integrated foreign operations.  Currency translations into Canadian dollars are made as follows:

(i)

monetary assets and liabilities at the rates of exchange prevailing at the balance sheet date;

(ii)

non-monetary items at rates prevailing when they are acquired;

(iii)

exploration costs and administration costs at average rates for the period.

Gains and losses arising on currency translation are included in the statement of operations.





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Changes in Accounting Policy and Recent Accounting Pronouncements

Effective January 1, 2007, the Corporation adopted the guidelines provided by the Canadian Institute of Chartered Accountants (CICA) relating to the accounting treatment of financial instruments.

(a)

Financial Instruments  Recognition and Measurement, Section 3855

This standard prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used.  It also specifies how financial instrument gains and losses are to be presented.  Section 3855 requires that all financial assets, except those qualified as held to maturity, and derivative financial instruments, must be measured at fair value.  Financial liabilities qualified as held for trading must also be measured at fair value, while all other financial liabilities may be measured at cost.

Effective January 1, 2007, cash and cash equivalents, receivables and other financial assets that are non-speculative in nature have been classified as held-for-trading, and related recognized gains and losses are recorded directly in earnings. Transaction costs related to the acquisition of financial instruments are charged to earnings as incurred.  The adoption of Section 3855 has not resulted in any significant impact on the Corporations financial statements.

All derivatives recorded on the balance sheet are reflected at fair value.  Mark-to-market adjustments on these instruments are reflected in net income, because the Corporation does not follow Hedge accounting.

All other financial instruments are recorded at cost or amortized cost, subject to impairment reviews.

(b)

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes.  It builds on the existing Accounting Guideline AcG-13 Hedging Relationships, and Section 1650 Foreign Currency Translation, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.  The Corporation does not apply hedge accounting and accordingly is not impacted by this standard.

(c)

Comprehensive Income, Section 1530

This standard introduces new rules for the reporting and display of comprehensive income.  Comprehensive income is the change in shareholders equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.  These items include holding gains and losses on certain investments and gains and losses on certain derivative instruments. The Corporation holds no marketable securities, does not have any self sustaining foreign subsidiaries and does not apply hedge accounting.  Accordingly, the consolidated statement of comprehensive income and the balance sheet do not contain any other comprehensive income items.

(d)

Accounting Changes, Section 1506

In July 2006, the CICA reissued Handbook Section 1506 Accounting Changes which is effective for fiscal years beginning on or after January 1, 2007.  Under this standard, voluntary changes in accounting policy are only made when they result in the financial statements providing more reliable and more relevant information.  Changes in accounting policy are applied retrospectively unless doing so is impracticable or the change in accounting policy is made on initial application of a primary source of GAAP.  A change in accounting estimate is generally recognized prospectively and material prior period errors are amended through restatements.  New disclosures are required in respect of such accounting changes.  The impact that the adoption of Section 1506 has had on the Corporations results of operations and financial condition has been noted above in the description of the change in accounting policy.

Canadian accounting pronouncements effective for 2008

(a)

Capital Disclosures, Section 1535

On December 1, 2006, the CICA issued this new accounting standard which will be effective January 1, 2008. Section 1535 specifies the disclosure of information that enables users of an entitys financial statements to evaluate its objectives, policies and processes for managing capital such as qualitative information about its objectives, policies and processes for managing capital, summary quantitative data about what the entity manages as capital, whether it has complied with any capital requirements and, if it has not complied, the consequences of non-compliance.

(b)

Goodwill and intangible assets, Section 3064

The CICA issued the new Handbook Section 3064, Goodwill and Intangible Assets, which will replace Section 3062, Goodwill and Intangible Assets. The new standard establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expensed as incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008. Management is currently assessing the impact of this new accounting standard on its consolidated financial statements.

(c)

Financial Instruments Disclosures, Section 3862 / Financial Instruments Presentation, Section 3863

These sections will replace Section 3861, Financial Instruments Disclosure and Presentation, revising and enhancing disclosure requirements while carrying forward its presentation requirements. These new sections will place increased emphasis on disclosure about the nature and extent of risk arising from financial instruments and how the entity manages those risks. The mandatory



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effective date is for annual and interim periods in fiscal years beginning on or after October 1, 2007. The Corporation will begin application of these sections effective January 1, 2008. It is not anticipated that the adoption of this new accounting standard will impact the amounts reported in the Corporations consolidated financial statements as they relate primarily to disclosure.

(d)

International financial reporting standards (IFRS)

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Corporation for the year ended December 31, 2010. While the Corporation has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

The Corporation has determined that there are no other recent pronouncements that impact its consolidated financial statements.



Financial Instruments

All significant financial assets, financial liabilities and equity instruments of the Corporation are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.



The Corporations instruments are comprised of cash and cash equivalents; accounts receivable, value added tax recoverable, accounts payable and accrued liabilities. Unless otherwise noted, it is managements opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of cash and cash equivalents, accounts receivable, value added tax recoverable, accounts payable and accrued liabilities approximate their carrying value due to their short-term maturity or capacity of prompt liquidation. The Corporation is however exposed to currency risk from foreign currency fluctuations as it holds substantial amounts of its cash in Australian dollars and conducts a significant amount of its business in Australia and in other countries. The Corporation does not engage in any hedging activities but manages the risk from foreign exchange fluctuations by settling expenditures in Australia from its Australian cash balances and limits its exposure to other currency fluctuations by limiting the time to settlement where possible.



Certain financial instruments of the Corporation include amounts translated from foreign currencies into Canadian dollars. Listed below are the relevant instruments and the amounts of foreign currency included in their balances:

|                                         |      |                    |  |  |                    | 
|---------------------------------------- | ---- | ------------------ |  |  | ------------------ | 
|                                         | 2007 | 2006              
|                                         |      | Australian Dollars |  |  | Australian Dollars | 
|Cash and cash equivalents                |      | 2,641,879          |  |  | 347,488            | 
|Other receivables and prepaid expenses   |      | 1,911              |  |  | 12,355             | 
|Accounts payable and accrued liabilities |      | 102,916            |  |  | 72,183             | 
|Rate to convert to $1.00 CDN             |      | 0.8670             |  |  | 0.9187             | 





Income Taxes

Income taxes are calculated using the liability method of accounting.  Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the consolidated balance sheet are used to calculate future income tax assets or liabilities.  Future income tax assets or liabilities are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.  Valuation allowances are established when necessary to reduce future income tax assets arising from loss carry-forwards to amounts expected to be realized.



3.

Mineral Properties

a)

Burundi Nickel Project

During 1998, Andover entered into a Protocol agreement with the Republic of Burundi acquiring the exclusive rights to the Musongati nickel project.  On February 11, 1999, a Mining Convention setting out Andover's rights and obligations for the completion of a feasibility study on the Musongati nickel project was ratified by the Burundian Parliament.  The Mining Convention requires that Andover complete a feasibility study for the development of a nickel/cobalt processing facility by the end of 2001 or such later date as may be determined by extensions granted by the Minister of Mines. On April 19, 2000, Andover declared force majeure and curtailed its activities in Burundi as a result of the deterioration in security in the region.  Pursuant to the terms of the Mining Convention the declaration of force majeure may be in place for up to two years during which time Andovers obligations are interrupted and the completion of the feasibility study delayed by the period of force majeure.  Pursuant to the terms of the Mining Convention, Andover was required to post a performance bond of US$100,000.



On March 28, 2002, the Corporation announced the withdrawal of the declaration of force majeure and planned to resume its exploration activities, however security deteriorated ahead of the implementation of an agreed cease-fire between various political parties and the Corporation re-imposed the declaration of force majeure in August 2002.  Following improved security conditions, the Corporation lifted force majeure in July 2004 and commenced planning of a drilling program at Musongati.  However, following a massacre outside



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Bujumbura, the Corporation re-imposed force majeure in August, 2004.  In 2005 a new government was elected, resulting in improving stability in Burundi.  Consequently, Andover lifted the declaration of force majeure in May 2005 and commenced discussions with the Ministry of Mines regarding a continuation to the term of the Mining Convention and the re-commencement of activities at Musongati.



On June 21, 2007, Andover instructed its legal counsel to commence arbitral proceedings under the Rules of the International Court of Arbitration of the ICC in Paris against the Government of Burundi to enforce its rights pursuant to the Mining Convention.



This decision was taken after extensive, but futile, attempts by Andover to negotiate with the Government of Burundi to continue its work under the Mining Convention, and to obtain the necessary research permit from the Minister of Mines for that purpose.



Andovers efforts to resume work under the Mining Convention followed periods of violence in Burundi which delayed the feasibility study work on the Musongati deposits.  These interruptions constituted periods of Force Majeure which, under the Convention, entitle Andover to extensions and a further opportunity to proceed with exploration and feasibility study work.  This was confirmed in December 2005 by an Inter-Ministerial Commission which was established by the Burundian Government to study the continued validity of the Mining Convention.



The Governments Inter-ministerial Commission comprised members from the offices of the Second Vice President of the Republic, Ministry of Foreign Affairs and Co-Operation, Ministry of Justice, Ministry of Energy and Mines and Ministry of Finance.  The conclusions reached by the Commission were unequivocal and fully supported Andovers position, as confirmed by the following excerpts from the Commissions report:

i)

The current state of affairs is that the Convention is in full force and both parties must accept and fulfill their obligations.  There is no point in the Administration of the Ministry of Energy and Mines to keep boycotting the Convention and turning its back on Andover.  Instead it is time to restore calm and revive the relationship with Andover and relaunch the work programme with renewed vigor.  There is no other choice.

ii)

"It would be ill advised for the State to break the Convention as a result of force majeure invocations which appear valid.  Any termination of the Convention must, to the extent possible, strictly follow the Conventions provisions in terms of justification and procedure.  The alternative could expose the State to the risk of paying damages in immense sums that could exceed the value of the mine itself.

In the face of the clear recommendations of the Inter-Ministerial Commission, the Minister of Mines delayed taking any appropriate steps under the Mining Convention to enable Andover to resume work.  It has now been revealed that, without notice to Andover, the Government recently proceeded with a second internal study that has issued recommendations diametrically opposed to those reached by the Inter-Ministerial Commission.



At a meeting of the Council of Ministers held on June 14, 2007, the Minister of Mines presented the findings of the internal study, and recommended termination of the Mining Convention.  The minutes of the meeting of the Council of Ministers make no reference to the December 2005 report of the Inter-Ministerial Commission or to the fact that the conclusions of the more recent internal study flatly contradict the Commissions earlier recommendations.  In this context, with partial information, it appears that the Council of Ministers was persuaded to accept the recommendations of the Minister of Mines.



Andover notes that there is no proper basis for the purported termination of the Mining Convention and that the Ministers recent conduct simply constitutes a further breach of the Mining Convention.  Andover intends to prosecute its claims in arbitration vigorously.  It shall seek declaratory relief confirming its rights under the Mining Convention and pursue claims for damages as anticipated by the Government itself in the Inter-ministerial Commission report.



As at December 31, 2007, the Corporation was continuing the arbitration proceedings to enforce its rights pursuant to the Mining Convention.



b)

Lac Panache  Sudbury

In April 2005, the Corporation entered into an agreement whereby it could earn 100% of the Lac Panache Project through staged cash payments totalling $300,000 and incurring expenditures over three years totalling $455,000.  On production the vendor would retain a 3% net smelter return (NSR).  The Corporations annual cash payment and work expenditure commitments were as follows:

|               |      |           |  |                    |                  |           | 
|-------------- | ---- | --------- |  | ------------------ | ---------------- | --------- | 
|Cash Payments: | 2005 | $
40,000  |  | Work Expenditures: | by April 8, 2006 | $
65,000  | 
|               | 2006 | 80,000    |  |                    | 8, 2007          | 130,000   | 
|               | 2007 | 120,000   |  |                    | 8, 2008          | 260,000   | 
|               | 2008 | 60,000    |  |                    |                  | -         | 
|               |      | $
300,000 |  |                    |                  | $
455,000 | 

On making cash payments of $300,000 and incurring $455,000 in exploration expenditures the Corporation would have exercised its option to acquire the Lac Panache properties, subject to the 3% NSR.  The Corporation had the right to purchase 2% of the NSR for $3 million and had a right of first refusal to purchase the remaining 1%.



In 2007, following exploration results that did not meet expectations, the Corporation decided not to exercise its option over the Lac Panache Project and terminated the Agreement.





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c)

Fish Creek  Sudbury

In early April, 2006 the Corporation entered into an agreement to acquire the Fish Creek property in Nairn Township, 50km southwest of Sudbury.  Covering an area of 2.88 sq. km, the property consists of 2 claims containing a total of 18 claims units each 400m by 400m in area.  The Corporation could earn 100% of the project through staged cash payments totalling $100,000 and completing staged work commitments over three years of $21,600.  On production the vendor would retain a 3% NSR.

Cash Payments:

Work Expenditure Commitments:

|     |           |  |               |         
|---- | --------- |  | ------------- | --------
|2006 | $
20,000  |  | by April 2006 | $
7,200 
|2007 | 25,000    |  | 2007          | 7,200   
|2008 | 35,000    |  | 2008          | 7,200   
|2009 | 20,000    |  |               |         
|     | $
100,000 |  |               | $
21,600

In 2007, following exploration results that did not meet expectations, the Corporation decided not to exercise its option over the Fish Creek Project and terminated the Agreement.



d)

Copper Cliff  Sudbury

On May 24, 2007, the Corporation entered into an agreement whereby it had an option to acquire a 100% interest, subject to a 3% NSR, in 16 mineral claims, covering 29.44 sq. km in Eden Township, Sudbury, Ontario in Canada.  The Copper Cliff property is believed to cover a portion of the southern extension of the Copper Cliff Offset dike.



The terms of the agreement were that the Corporation would incur staged expenditures totalling $494,600 over three years with a minimum expenditure of $78,200 in the first year.  In addition, the Corporation would make staged cash payments totalling $313,200 and issue 1 million fully paid shares over the three years.  On execution of the agreement, the Corporation paid cash in the amount of $33,200 and issued 250,000 fully paid shares to the vendor.



In November 2007, following exploration results that did not meet expectations, the Corporation decided not to exercise its option over the Copper Cliff Project and terminated the Agreement.



e)

Albetros Diamond Project

The Albetros Project is an alluvial diamond project situated on the west coast of South Africa near Kleinsee.  The Corporation held its interest in the Albetros Project through an option agreement to purchase up to 85% of the shares of Albetros Inland Diamond Exploration Pty Ltd (Albetros) the owner of the Project.



The Option Agreement provided for:

i)

an option exercise date of August 31, 2004.  *

ii)

monthly option fees totalling R4,050,000 ($799,000) payable as follows:

-

2003  R2,400,000 ($469,000)  paid.

-

2004  R1,650,000 ($344,000)  of which R550,000 has been paid, and

iii)

a purchase price of R17,000,000 ($3,609,000) less all option fees paid at the date of exercise of the option.  Should the Corporation exercise its option to acquire Albetros the purchase price of R17,000,000 less option fees totalling R4,050,000 (R2,950,000 has been paid to date) will be paid in two payments as follows:

-

R7,000,000 ($1,486,000) on August 31, 2004.  *

-

R5,950,000 ($1,263,000) on December 1, 2004.  *

An application for a new prospecting permit (Permit) was submitted in January 2004 as the expiry date of the Permit was March 15, 2004.  However with the new Minerals and Energy Act in South Africa coming into force in May 2004, processing of the application was delayed.

*Pursuant to the Agreement with the shareholders of Albetros, the Corporation had until August 31, 2004 (the option exercise date) to fully evaluate the Project.  As a new Permit had not yet been issued, the Corporation ceased its obligation to make option payments subsequent to March 2003 and advised the shareholders of Albetros that all payment obligations would be extended by the number of days that Albetros did not hold a valid Permit.



In March 2005, the Corporation terminated its option to acquire Albetros as a new Permit still had not been issued and in December 2006 the Corporation received $79,535, less rehabilitation costs, from the shareholders of Albetros for the purchase of the Corporations 14% equity interest in Albetros.  The Corporation has no further interest in Albetros.



4.

Project Assessment Expenditures

Details of Project Assessment Expenditures during the years ended December 31, 2007, 2006 and 2005 are as follows:



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|                                                  |           |           |          
|------------------------------------------------- | --------- | --------- | ---------
|                                                  | 2007      | 2006      | 2005     
|Lac Panache, Fish Creek and Copper Cliff Projects |           |           |          
|Consulting                                        | $
51,761  | $
4,755   | $
9,130  
|Travel and Accommodation                          | -         | -         | 1,705    
|Geophysics & Assays                               | -         | 54,343    | -        
|Option and Claim Fees                             | 193,026   | 100,000   | 43,900   
|Contractor, Equipment and Labor                   | -         | -         | 111,026  
|                                                  | 244,787   | 159,098   | 165,761  
|Other Projects *                                  |           |           |          
|Consulting and Assessment                         | 450,709   | 140,151   | 48,511   
|Option Fees                                       | -         | -         | 61,513   
|Travel, Accommodation and other                   | 293,618   | 8,932     | 15,737   
|Expenses Recovered                                | -         | (79,535)  | (61,513) 
|                                                  | 744,327   | 69,548    | 64,248   
|Total                                             | $
989,114 | $
228,646 | $
241,327

*

Includes expenditures on projectsthat are currently the subject of negotiation for possible acquisition, travel related to attempts   to advance the Burundi Nickel project and expenditures on a number of projects that were reviewed but which did not meet the   Corporations criteria for ongoing exploration.



5.

Capital Stock

a)

Authorised Capital Stock

The Corporation is authorised to issue an unlimited number of common shares without par value.

b)

Issued

|                                 |            |             
|-------------------------------- | ---------- | ------------
|                                 | Number of  |             
|                                 | Shares     | Amount      
|Total Issued  December 31, 2006 | 95,969,105 | $
44,075,384
|Issued during the 2007 year:     |            |             
|Private Placement                | 3,200,000  | 2,747,248   
|For Mineral Property             | 250,000    | 94,889      
|Exercise of Stock Options        | 500,000    | 43,297      
|Contributed Surplus Allocated    |            | 30,953      
|Total Issued  December 31, 2007 | 99,919,105 | $
46,991,771

c)

Contributed Surplus

|                              |             |          
|----------------------------- | ----------- | ---------
|                              | 2007        | 2006     
|Balance, beginning of year    | $
439,251   | $
-      
|Stock based compensation      | 856,164     | 439,251  
|Contributed Surplus allocated | (30,933)    | -        
|Balance, end of year          | $
1,264,482 | $
439,251

Stock Options

The Corporation grants stock options to employees as determined by the Corporation's Board of Directors.  Stock options granted to the directors of the Corporation are granted subject to approval of the Corporation's shareholders.  All stock options vested on the date of approval.



Compensation expense of $856,164 recognised in 2007 (2006  $439,251) on stock options granted was calculated using the Black Scholes model utilizing the following assumptions:

Risk free interest rate

4.1%

Expected life of stock options

5 years

Expected volatility

1.50 - 1.55

Expected dividend

Nil

Any consideration paid on the exercise of stock options is credited to capital stock.



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The status of stock options granted to employees and directors as at December 31, 2007 and 2006 and the changes during the periods ended on those dates is presented below:

December 31, 2007December 31, 2006WeightedWeightedSharesAverage Exercise PriceSharesAverage Exercise PriceOptions outstanding and exercisable- Beginning of Year7,100,000$0.092,125,000$0.34Cancelled/Expired(1,500,000)$0.09(2,125,000)$0.34Exercised(500,000)$0.09Granted2,750,000$0.437,100,000$0.09Options outstanding  and exercisable- End of Year7,850,000$0.217,100,000$0.54






|                               |                |               
|------------------------------ | -------------- | --------------
|Details of Options Outstanding | Exercise Price | Remaining Life
|                               |                |               
|5,100,000                      | $ 0.09         | 3.4 years     
|2,750,000                      | $ 0.09         | 4.4 years     



6.

Related Party Transactions

During the year ended December 31, 2007, $381,879 (2006: $457,305, 2005: $233,633) was paid to four directors and a former director of the Corporation, or to companies controlled by them, for directors fees, management consulting services and project management and assessment services.  Generally management fees are paid pursuant to agreements entered into between the Corporation and the related party.



In addition $98,265 (2006: $193,134, 2005: $111,292) was paid to two companies; $91,067 to an Australian company and $7,198 to a Canadian company, each controlled by a director of the Corporation for the provision of office facilities and personnel in Australia and Canada respectively.  These services are reimbursed at cost, which approximate fair value.  At December 31, 2007, management and consulting fees and directors fees payable amounted to $73,045 (2006: $48,024, 2005:  $91,750) and are included in accounts payable and accrued liabilities.



These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



7.

Income Taxes

A potential future income tax asset of approximately $3,408,000 arises from the following loss carry forwards (for Canadian Tax purposes):

|                                    |            
|----------------------------------- | -----------
|a)  Non capital loss carry forwards | $
8,626,000
|b)  Other deductible tax amounts    | 1,362,000  
|                                    | $
9,988,000



The non-capital loss carry forwards can be offset against income for Canadian purposes in future years and expire as follows:

|      |            
|----- | -----------
|2008  | -          
|2009  | 1,506,000  
|2010  | 1,505,000  
|2011  | 2,088,000  
|2015  | 1,067,000  
|2026  | 1,011,000  
|2027  | 1,449,000  
|Total | $
8,626,000



The Corporation has reduced the value of the potential future income tax asset to $Nil through the application of a valuation allowance of $3,408,000 as the Corporation does not have any current source of income to which the tax losses can be applied.



The Corporations statutory tax rate of 34.12% (2006:  34.12%) has been reduced to an effective rate of nil% due to losses for which no tax benefit has been recognized.





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8.

Segmented Information

2007CanadaAustraliaTotalCurrent Assets$ 1,055,800$ 2,292,166$      3,347,966Office equipment and furniture-13,72413,724$ 1,055,800$ 2,305,890$      3,361,6902006CanadaAustraliaTotalCurrent Assets$ 2,033,818$    339,775$      2,373,593Office equipment and furniture-5,3055,305$ 2,033,818$    345,080$      2,378,898




The Corporations sole operating segment is the exploration for mineral resources.



9.

Differences between Canadian and US Generally Accepted Accounting Principles ("GAAP)

The Corporations consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. There are no material measurement differences between these Canadian GAAP consolidated financial statements and those prepared using US GAAP.



In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Tax Positions, an Interpretation of FASB Statement No. 109 (FIN 48).  FIN 48 addresses the recognition and measurement of all tax positions.  The recognition process involves determining whether it is more likely than not that a tax position would be sustained on audit based solely on its technical merits.  The amount of benefit recognized in the financial statements is the maximum amount which is more likely than not to be realized based on a cumulative probability approach.  FIN 48 is effective for the Corporation on December 1, 2007.  The Corporation does not believe that FIN 48 has any material impact on its consolidated financial statements.



Recent Pronouncements

a)

In March 2006, the FASB published SFAS 155, Accounting for Certain Hybrid Financial Instrumentsan amendment of SFAS 133 and 140. This standard amends SFAS 133 on derivative and hedging and SFAS 140 on transfers and servicing of financial assets and extinguishments of liabilities, and resolves issued addressed in SFAS 133, DIG Issue D1 on the application of SFAS 133 to beneficial interests in securitized financial assets. SFAS 155 provides a fair value measurement option for certain hybrid financial instruments containing an embedded derivative that would otherwise require bifurcation. This new standard is effective for all instruments acquired, issued or subject to a re-measurement event occurring in fiscal years beginning after September 15, 2006. The adoption of this Interpretation did not have significant effect on the Corporations results of operations or financial position.

b)

In March 2006, the FASB published SFAS 156 Accounting for Servicing of Financial Assets an amendment of SFAS 140. This new standard amends SFAS 140 with respect to accounting for separately recognized servicing assets and servicing liabilities. This new standard was effective for fiscal years beginning after September 15, 2006. The adoption of this Interpretation did not have significant effect on the Corporations results of operations or financial position.

c)

In September 2006, the FASB issued FASB Staff Position AUG AIR-1, Accounting for Planned Major Maintenance Activities. This Staff Position prohibits the use of the previously acceptable accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods. The three accounting methods permitted under the Staff Position are: 1) direct expensing method, 2) built-in overhaul method and 3) deferral method. The adoption of this Interpretation did not have significant effect on the Corporations results of operations or financial position.



Impact of recently issued accounting standards

a)

In September 2006, the FASB issued FAS Statement No. 157, Fair Value Measurements (FAS 157). FAS 157 provides guidance on how to use fair values to measure assets and liabilities and applies whenever other standards require or permit assets or liabilities to be measured at fair value.  Expanded disclosures about the use of fair value to measure assets and liabilities are also required.  FAS 157 is effective for the Corporation on December 1, 2007 and is applied on a prospective basis.  The Corporation is currently assessing the impact of FAS 157 on its consolidated financial statements.



b)

In February 2007, the FASB issued FAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities which permits entities to choose to measure many financial instruments and certain other items at fair value.  The Corporation does not expect that the adoption of this Interpretation will have a significant effect on its results of operations or financial position.



c)

In December 2007, the FASB issued SFAS 160 a standard on accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statements. The standard is converged with standards issued by the AcSB and IASB on this subject. This statement specifies that non-controlling interests are to be treated as a separate component of equity, not as a liability or other item outside of equity. Because non-controlling interests are an element of equity, increases and decreases in the



78





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parent's ownership interest that leave control intact are accounted for as capital transactions rather than as a step acquisition or dilution gains or losses. The carrying amount of the non-controlling interests is adjusted to reflect the change in ownership interests, and any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity attributable to the controlling interest.

d)

This standard requires net income and comprehensive income to be displayed for both the controlling and the non-controlling interests. Additional required disclosures and reconciliations include a separate schedule that shows the effects of any transactions with the non-controlling interests on the equity attributable to the controlling interest. The statement is effective for periods beginning on or after December 15, 2008. SFAS 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. The Corporation has not determined the effect of the adoption of this Interpretation to its results of operations or financial position.

e)

In December 2007, the FASB issued a revised standard on accounting for business combinations, SFAS 141R. The major changes to accounting for business combinations are summarized as follows:



all business acquisitions would be measured at fair value.



the existing definition of a business would be expanded.



pre-acquisition contingencies would be measured at fair value.



most acquisition-related costs would be recognized as expense as incurred.



obligations for contingent consideration would be measured and recognized at fair value at acquisition date (would no longer need   to wait until contingency is settled).



liabilities associated with restructuring or exit activities be recognized only if they meet the recognition criteria of SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, as of the acquisition date.



non-controlling interests would be measured at fair value at the date of acquisition.



goodwill, if any, arising on a business combination reflects the excess of the fair value of the acquiree, as a whole, over the net
amount of the recognized identifiable assets acquired and liabilities assumed. Goodwill is allocated to the acquirer and the non-  controlling interest.



in accounting for business combinations achieved in stages, commonly called step acquisitions, the acquirer is to re-measure its
pre-existing non-controlling equity investment in the acquiree at fair value as of the acquisition date and recognize any unrealized   gain or loss in income.



The statement is effective for periods beginning on or after December 15, 2008.



The Corporation does not expect the adoption of this Interpretation to have a significant effect on its results of operations or financial position.





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Item 18  Financial Statements

The Registrant has elected to provide financial statements pursuant to Item 17  Financial Statements.



Item 19  Exhibits

|            |                                                                                                                                                                                                                                                                                                                                                                         
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Name of Exhibit                                                                                                                                                                                                                                                                                                                                                         
|1.1(1)      | Certificate and Articles of Incorporation (No. 20340926)  Alberta Business Corporations Act (December 17, 1985)  Goldcap Inc.                                                                                                                                                                                                                                         
|1.2(1)      | Certificate and Articles of Amendment (July 2, 1987)  Goldcap Inc.                                                                                                                                                                                                                                                                                                     
|1.3(1)      | Certificate of Discontinuation  Alberta Business Corporations Act (September 24, 1987)  Goldcap Inc.                                                                                                                                                                                                                                                                  
|1.4(1)      | Certificate and Articles of Continuance (No. 222001-6)  Canada Business Corporations Act (September 24, 1987)  Goldcap Inc.                                                                                                                                                                                                                                           
|1.5(1)      | Certificate of Extra-Provincial Registration  Province of British Columbia (March 12, 1990)  Goldcap Inc.                                                                                                                                                                                                                                                             
|1.6(1)      | Certificate and Articles of Amendment  Canada Business Corporations Act (March 17, 1994)  Goldcap Inc.                                                                                                                                                                                                                                                                
|1.7(1)      | Certificate and Articles of Amendment including Name Change (October 26, 1994)  Durandel Minerals Corporation                                                                                                                                                                                                                                                          
|1.8(1)      | Certificate and Articles of Amendment (November 28, 1995)  Durandel Minerals Corporation                                                                                                                                                                                                                                                                               
|1.9(1)      | Certificate and Articles of Amendment including Name Change (April 22, 1996)  Calliope Metals Corporation                                                                                                                                                                                                                                                              
|1.10(1)     | Certificate and Articles of Continuance (No. 25946)  Yukon Business Corporations Act (June 17, 1997)  Calliope Metals Corporation                                                                                                                                                                                                                                     
|1.11(2)     | Certificate and Articles of Amendment including Name Change (May 10, 1999)  Argosy Minerals Inc                                                                                                                                                                                                                                                                        
|1.12(3)     | Amendment to General By-Laws (May 25, 2000) - Argosy Minerals Inc. Section 7:13 Show of Hands                                                                                                                                                                                                                                                                         
|1.13(1)     | General By-Laws (January 6, 1987)  Goldcap Inc.                                                                                                                                                                                                                                                                                                                        
|1.14(1)     | General By-Laws (September 12, 1995)  Durandel Minerals Corporation                                                                                                                                                                                                                                                                                                    
|1.15(1)     | General By-Laws (April 30, 1997)  Calliope Metals Corporation                                                                                                                                                                                                                                                                                                          
|1.16        | Notice of Discontinuance from Yukon  Calliope Metals (Holdings) Ltd.                                                                                                                                                                                                                                                                                                   
|1.17        | Notice of Discontinuance from Yukon  Argosy Mining Corp.                                                                                                                                                                                                                                                                                                               
|1.18        | Notice of Discontinuance from Yukon  Argosy Minerals Inc.                                                                                                                                                                                                                                                                                                              
|1.19        | Certificate of Continuance to BC  Calliope Metals (Holdings) Ltd.                                                                                                                                                                                                                                                                                                      
|1.20        | Certificate of Continuance to BC  Argosy Mining Corp.                                                                                                                                                                                                                                                                                                                  
|1.21        | Certificate of Continuance to BC  Argosy Minerals Inc.                                                                                                                                                                                                                                                                                                                 
|1.22        | Certificate of Amalgamation of Calliope Metals (Holdings) Ltd. and Argosy Mining Corp under Argosy Minerals Inc.                                                                                                                                                                                                                                                        
|1.23        | General By-Laws (May 26, 2005) - Argosy Minerals Inc.                                                                                                                                                                                                                                                                                                                   
|4.1(3)      | Tripartite Agreement with Norilsk Mining Company and Société des Mines De La Tontouta regarding formation of a Joint Venture to advance the New Caledonia Nickel Project dated October 16, 2001.  Redacted version.  A Request for Confidential Treatment with respect to certain portions of this agreement has been filed with the Securities and Exchange Commission.
|4.2(2)      | Management Agreement with Peninsular Services Pty Ltd                                                                                                                                                                                                                                                                                                                   
|4.3(2)      | Management Agreement with C.R. Bond.                                                                                                                                                                                                                                                                                                                                    
|4.4(2)      | Management Agreement with Canaust Resource Consultants Ltd.                                                                                                                                                                                                                                                                                                             
|4.5(2)      | Form of Stock Option Agreement                                                                                                                                                                                                                                                                                                                                          



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|        |                                                                                    
|------- | -----------------------------------------------------------------------------------
|4.6(3)  | Management Agreement with Peninsular Services Pty Ltd. dated January 1, 2003       
|4.7(3)  | Management Agreement with 667060 BC Ltd.                                           
|4.8(3)  | Agreement for Sale of Shares with Albetros Inland Diamond Exploration (Pty) Limited
|4.9(3)  | Option Agreement with Happy Tracks Mining Company                                  
|4.10(4) | Option Agreement with Cirincione Brothers                                          
|4.11(4) | Agreement over Lac Panache Property                                                
|4.12(5) | Management Agreement with Peninsular Services Pty Ltd. dated February 2006         
|4.13(5) | Fish Creek Option Agreement dated April 2006                                       
|4.14(6) | Copper Cliff Option Agreement dated May, 2007                                      
|8.1     | List of Subsidiaries                                                               
|12.1    | Section 302 Certification                                                          
|12.2    | Section 302 Certification                                                          
|13.1    | Section 906 Certification                                                          
|13.2    | Section 906 Certification                                                          



(1)

Incorporated by reference to Form 20-F Amendment No. 2 filed January 8, 1998.

(2)

Incorporated by reference to Form 20-F filed June 29, 2001.

(3)

Incorporated by reference to Form 20-F filed May29, 2004

(4)

Incorporated by reference to Form 20-F filed April 8, 2005

(5)

Incorporated by reference to Form 20-F filed March 31, 2007

(6)

Incorporated by reference to Form 20-F filed March 31, 2008



81





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SIGNATURES



The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized this annual report to be signed on its behalf by the undersigned.





ARGOSY MINERALS INC.



[argosy20f040508004.gif]



Dated:

March 31, 2008

By:

Peter H. Lloyd  Chief Executive Officer

(principal executive officer)



82





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Exhibit 8.1



List of Subsidiaries





Andover resources N.L.

- Australia



Argosy Mining Corporation Pty Ltd.

- South Africa



Argosy Energy Zambia Ltd.

- Zambia



83





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Exhibit 12.1

CERTIFICATION



I, Peter H. Lloyd, certify that:



1.

I have reviewed this annual report on Form 20-F of Argosy Minerals Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;



4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and



5.

The companys other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.





[argosy20f040508004.gif]



Date:  _March 31,
2008

________________________________

Peter H. Lloyd, Chief Executive Officer

(Principal Executive Officer)



84





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Exhibit 12.2

CERTIFICATION



I, Cecil R. Bond, certify that:



1.

I have reviewed this annual report on Form 20-F of Argosy Minerals Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;



4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and



5.

The companys other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.



[argosy20f040508024.gif]





Date:  __March 31, 2008

________________________________

(Principal Financial Officer)



85





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Exhibit 13.1



CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the annual report of Argosy Minerals Inc. (the Company) on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter H. Lloyd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





[argosy20f040508004.gif]



Date:

__March 31, 2008_

_________________________________

Peter H. Lloyd, Chief Executive Officer

(Principal Executive Officer)







86





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Exhibit 13.2



CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the annual report of Argosy Minerals Inc. (the Company) on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Cecil R. Bond, Director and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





[argosy20f040508024.gif]



Date:

_March 31,
2008

_________________________________________

Cecil R. Bond, Principal Financial Officer





87