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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 20-F

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

OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 
  For the fiscal year ended May 31, 2007

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  n/a

OR

[   ]  SHELL COMPANY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934- n/a

Commission File Number 000-31076

TERYL RESOURCES CORP.(Exact name of Registrant as specified in its charter)

**Not applicable** (Translation of
Registrants name into English)

British Columbia, Canada(Jurisdiction
of incorporation or organization)

240 - 11780 Hammersmith WayRichmond, British
Columbia V7A 5E9, Canada(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 Stock, no par value(Title of
Class)

Securities for which there is reporting obligation pursuant to
Section 15(d) of the Act: Common Stock, no par value(Title of Class)

---

Indicate the number of outstanding shares of each of the issuers
  classes of capital or common stock as of the close of the period covered by
  the annual report: **40,862,528 shares of common stock**

Indicate by check mark if the registrant is a well-known
seasoned 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 filer:
  [X]

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]

Index to Exhibits on Page 75

2

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TABLE OF CONTENTS

|INTRODUCTION | 5                                                              
|------------ | ---------------------------------------------------------------
|PART I       | 6                                                              
|             | ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS  
|             | ITEM 2. OFFER STATISTICS AND
      EXPECTED TIMETABLE          
|             | ITEM 3. KEY INFORMATION                                        
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 4. INFORMATION ON THE
      COMPANY                       
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 4A. UNRESOLVED STAFF COMMENTS                             
|             | ITEM 5. OPERATING AND FINANCIAL
      REVIEW AND PROSPECTS     
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 6. DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES       
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 7. MAJOR SHAREHOLDERS
      AND RELATED PARTY TRANSACTIONS
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 8. FINANCIAL INFORMATION                                  
|             |                                                                
|             |                                                                
|             | ITEM 9. THE OFFER AND LISTING                                  
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             |                                                                
|             | ITEM 10. ADDITIONAL INFORMATION                                

3

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|         |                                                                                             | A. SHARE CAPITAL                                            | 62
|-------- | ------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | --
|         |                                                                                             | B. MEMORANDUM AND ARTICLES OF ASSOCIATION                   | 66
|         |                                                                                             | C. MATERIAL CONTRACTS                                       | 68
|         |                                                                                             | D. EXCHANGE CONTROLS                                        | 69
|         |                                                                                             | E. TAXATION.                                                | 69
|         |                                                                                             | F. DIVIDENDS AND PAYING AGENTS                              | 70
|         |                                                                                             | G. STATEMENT BY EXPERTS                                     | 70
|         |                                                                                             | H. DOCUMENTS ON DISPLAY.                                    | 70
|         |                                                                                             | I. SUBSIDIARY INFORMATION.                                  | 71
|         | ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK                   | 71                                                         
|         | ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 72                                                         
|PART II  | 72                                                                                         
|         | ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 72                                                         
|         | ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
      HOLDERS AND USE OF PROCEEDS | 72                                                         
|         |                                                                                             | A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS | 72
|         |                                                                                             | B. USE OF PROCEEDS                                          | 72
|         | ITEM 15. CONTROLS AND PROCEDURES                                                            | 72                                                         
|         | ITEM 15T. CONTROLS AND PROCEDURES                                                           | 73                                                         
|         | ITEM 16. [Reserved]                                                                         | 73                                                         
|         | ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT                                                  | 73                                                         
|         | ITEM 16B. CODE OF ETHICS                                                                    | 74                                                         
|         | ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                            | 74                                                         
|         | ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEES                  | 74                                                         
|         | ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
      AFFILIATED PURCHASERS      | 74                                                         
|PART III | 74                                                                                         
|         | ITEM 17. FINANCIAL STATEMENTS                                                               | 74                                                         
|         | ITEM 18. FINANCIAL STATEMENTS                                                               | 74                                                         
|         | ITEM 19. EXHIBITS                                                                           | 75                                                         
|         | GLOSSARY OF MINING TERMS                                                                    | 76                                                         
|         | SIGNATURE PAGE                                                                              | 80                                                         

4

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INTRODUCTION

Teryl Resources Corp. (hereinafter referred to as the
Registrant or the Company or Teryl) was incorporated on May 23, 1980, as
Candy Mountain Gold Corporation under a perpetual charter pursuant to the
Company Act(British Columbia) by the registration of its Memorandum of
Association and Articles of Association. On January 20, 1984, a special
resolution was passed changing its name to Teryl Resources Corp.

In September 1985 we made a public offering of our Common
Shares to residents of British Columbia and, following the completion of the
offering, our shares were listed on the Vancouver Stock Exchange (now the TSX
Venture Exchange) on September 13, 1985. On October 25, 1985 a special
resolution was passed authorizing the creation of 5,000,000 preferred shares
with a par value of $1.00.

On November 30, 1988, a special resolution was passed altering
our Memorandum and adopting new Articles which changed our authorized capital
from 10,000,000 Common Shares without par value to 30,000,000 Common Shares
without par value and 5,000,000 Preferred Shares of non-voting stock with a par
value of $1.00.

On November 20, 2000, a special resolution was passed altering
our Memorandum and adopting new Articles which changed our authorized capital
from 30,000,000 Common Shares without par value to 100,000,000 Common Shares
without par value. Of these, 40,862,528 Common Shares were issued and
outstanding as of May 31, 2007, and 43,577,528 as at October 4, 2007. 5,000,000
Preferred Shares of non-voting stock with a par value of $1.00 have also been
authorized. No Preferred Shares have ever been issued.

At the annual general meeting held January 22, 2003, the board
of directors of the Company was granted approval to apply to have the Company's
named changed to Teryl Gold Inc. The name change was accepted by the Province of
British Columbia on February 4, 2003; however, the Company did not complete the
paperwork for informing the regulatory authorities, and, therefore, continued to
use the name of Teryl Resources Corp. On November 25, 2004, the name was changed
back to Teryl Resources Corp. with the Province of British Columbia.

On March 29, 2004, the new British Columbia Business
Corporations Act (the "BCA") came into force in British Columbia and replaced
the former Company Act (Former Act), which is the statute under which we were
previously governed. Under the BCA, we have two years within which to transition
("Transition") under the new statute. In accordance with the BCA, we cannot
amend our Articles or Notice of Articles until the Transition to the BCA is
completed. We filed a transition application with the Registrar of Companies
British Columbia to transition to the BCA and completed the Transition on
September 13, 2004.

On November 15, 2004, at the Annual General Meeting of
shareholders, our shareholders passed a special resolution to delete and replace
our Articles as they applied to the Former Act in their entirety for new
articles under the BCA. Our Incorporation Number is BC0187279.

BUSINESS OF TERYL RESOURCES CORP.

We make expenditures on acquiring mineral properties and
carrying out exploration work. We also acquire oil and gas property interests
and participate in drilling wells. The recoverability of amounts shown for
investments, mineral properties, interest in oil and gas properties and the
related deferred expenditures are dependent upon the existence of economically
recoverable reserves, the ability to obtain the necessary financing to complete
the exploration, the profitability of future production or our ability to
dispose of those assets on a profitable basis. Our ongoing operation is
dependent upon cash flow from successful operations and equity financing. The
Company has incurred a loss of $465,540 in the year ended May 31, 2007 (2006 -
$430,646; 2005- $515,740). These consolidated financial statements do not
include adjustments that would be necessary should it be determined that we may
be unable to continue as a going concern.

5

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FINANCIAL AND OTHER INFORMATION

In this 20-F, unless otherwise specified, all dollar amounts
are expressed in Canadian Dollars (CDN$ or $). The Government of Canada
permits a floating exchange rate to determine the value of the Canadian Dollar
against the U.S. Dollar (US$).

FOREIGN PRIVATE ISSUER STATUS

Teryl Resources Corp. (the "Company), is a Canadian
corporation incorporated under the laws of the Province of British Columbia.
Over 50% of its common stock is held by non-United States citizens and
residents; our business is administered principally outside the United States;
and more than 50% of our assets are located outside the United States. As a
result, we believe that we qualify as a "foreign private issuer".

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute forward-looking
statements. 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. Although we
have attempted to identify important factors that could cause actual results to
differ materially from expected results, such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, 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: the risks associated with outstanding
litigation, if any, risks associated with project development; 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; environmental liability
claims and insurance; reliance on key personnel; the potential for conflicts of
interest among certain officers, directors or promoters with certain other
projects; the absence of dividends; currency fluctuations; competition;
dilution; the volatility of our common share price and volume; and tax
consequences to U.S. Shareholders. We are obligated to keep our information
current and revise any forward-looking statements because of new information,
future events or otherwise.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

The following table lists the names of our Directors as of
September 19, 2007.

Name
    Age
    Date First Elected or AppointedJohn Robertson (2)
    66
    October 25, 1985Jennifer Lorette (1)(2)
    35
    February 20, 2001Susanne Robertson (1)(2)
    61
    September 12, 1990Monique van Oord (1)(2)
    46
    October 17, 2002


(1) Member of Audit Committee. (2) Suite 240 - 11780
Hammersmith Way, Richmond, BC V7A 5E9, Canada

Senior Management

The following table lists the names of our Senior Management as
of May 31, 2007, and of the date of this 20-F. Our Senior Management serves at
the pleasure of the Board of Directors.

6

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Name
    Age
    Date First Elected or AppointedJohn Robertson , President and Secretary (1)
    66
    October 25, 1985Monique van Oord , Chief Financial Officer (1)
    46
    October 17, 2002


(1) Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9,
Canada

Mr. Robertsonsbusiness functions, as our President and
principal executive officer, include strategic planning, business development,
operations, financial administration, liaison with
auditors-accountants-lawyers-regulatory authorities-financial community/
shareholders; and preparation /payment/ organization of our expenses/taxes/
activities, and reporting to the Board of Directors. Mr. Robertsons business
functions, as our Secretary, include financial administration; accounting and
financial statements; liaison with auditors, accountants, and financial
community/shareholders; and preparation/ payment/organization of our
expenses/taxes/activities. He assists in ensuring our compliance with all
statutory and regulatory compliance. Mr. Robertsons business functions, as our
Corporate Secretary, include attending and acting as the recording secretary of
all meetings of the Board, shareholders and committees of the Board; entering or
causing to be entered in records kept for that purpose minutes of all
proceedings; as and when instructed, causing preparation and dissemination of
all notices to shareholders, Directors, officers, auditors and members of
committees of the Board; is the custodian of the stamp or mechanical device
generally used for affixing our corporate seal and of all books, records and
instruments belonging to us, except when some other officer or agent has been
appointed for that purpose; and in the future can have such other powers and
duties as the Board or the chief executive officer may specify. Mr. Robertson
may delegate all or part of his duties as Corporate Secretary to a nominee from
time to time.

Ms. van Oordsbusiness functions, as our Chief
Financial Officer include financial administration, accounting, liaison with
auditors-accountants, overseeing business and administrative operations of the
Company and preparation /payment/ organization of our expenses/taxes/activities,
and reporting to the Board of Directors.

Advisors

Our Canadian Legal Counsel is:

Tupper Jonsson & YeadonAttn: Carl R. Jonsson
Barristers & Solicitors 1710 - 1177 West Hastings Street
Vancouver, B.C. V6E 2L3 Tel: (604) 640-6357; Fax: (604) 681-0139

Our Bank is:

Bank of Montreal6088 No. 3 Road, Richmond, BC
Canada V7A 5H5 (604) 668-1575

Auditors

Our auditor is:

Morgan & Company, Chartered AccountantsSuite
1488, 700 Georgia Street Vancouver, British Columbia Canada V7Y 1A1
Telephone: (604) 687 5841 Facsimile: (604) 687 0075

7

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We changed auditors in September 2004. Our former auditor was:

June Fitzmartyn, Chartered Accountant300 1770 West
7th Avenue Vancouver, B.C. V6J 4Y6 Telephone: 604-733-5713
Facsimile: 604-733-2747

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report and a
registration statement under the Exchange Act, and accordingly, the information
called for in Item 2 is not required.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

Our selected financial data for Fiscal 2007, 2006, 2005 and
2004 ended May 31st was derived from our financial statements that have been
audited by Morgan & Company Chartered Accountants, as indicated in their
audit reports. Our selected financial data for Fiscal 2003 ended May 31st was
derived from our financial statements that have been audited by June Fitzmartyn,
Chartered Accountant, as indicated in her audit report. Both Morgan &
Company and June Fitzmartyn are members of the Canadian Institute of Chartered
Accountants.

The selected financial data should be read in conjunction with
the financial statements and other financial information included elsewhere in
the 20-F.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Our present policy
is to retain all available funds for use in our operations and the expansion of
our business.

The information in the following table is derived from our
financial statements, which have been prepared in accordance with Canadian
Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally
Accepted Auditing Standards (GAAS). All material numerical differences between
Canadian GAAP and US GAAP, are described in footnotes to the financial
statements.

The selected financial data set forth in the following table is
expressed in Canadian dollars. Since June 1, 1970, the Government of Canada has
permitted a floating exchange rate to determine the value of the Canadian dollar
as compared to the United States dollar. At September 28, 2007, US$1.00 was
equal to approximately C $0.9959.

The following represents our selected financial data for each
of the past five fiscal years, ending on May 31. The data presented is prepared
in accordance with Canadian generally accepted accounting principles, and
reconciliation of the data to U.S. GAAP:

8

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Fiscal Years Ended May 31

May 31, 2007
      May 31, 2006
      May 31, 2005
      May 31, 2004
      May 31, 2003CANADIAN GAAPRevenue
      $33,714
      $27,154
      $28,307
      $21,037
      $24,255Income (Loss) for 
        the Period
      $(465,540)
      $(430,646)
      $(515,740)
      $(791,776)
      $(323,812)Basic Income 
        (Loss) Per Share
      $(0.01)
      $(0.01)
      $(0.01)
      $(0.03)
      $(0.01)Dividends Per 
        Share
      $Nil
      $Nil
      $Nil
      $Nil
      $NilWeighted 
        Average. Shares
      39,663,029
      36,889,399
      34,436,365
      28,295,934
      23,934,235Period-end Shares 
        (#)
      40,862,528
      39,468,188
      36,777,688
      33,180,688
      25,238,088Working Capital
      $(278,043)
      $123,556
      $138,460
      $3,473
      $(1,395,628)Mineral Properties
      $231,086
      $190,236
      $219,397
      $196,795
      $176,150Long-Term Debt
      $Nil
      $Nil
      $Nil
      $Nil
      $NilCapital Stock
      $10,839,258
      $10,624,107
      $9,944,335
      $9,018,122
      $6,297,375Retained Earnings 
        (Deficit)
      $(7,932,995)
      $(7,467,455)
      $(7,036,809)
      $(6,521,069)
      $(5,729,293)Total Assets
      $3,562,295
      $3,494,763
      $3,409,709
      $3,144,121
      $2,117,591U.S GAAP (2)Net Loss (1)
      $(691,055)
      $(749,749)
      $(756,744)
      $(1,444,266)
      $(543,950)Loss Per Share
      $(0.02)
      $(0.02)
      $$(0.02)
      $(0.05)
      $(0.02)Mineral Properties 
        (3)
      $231,086
      $190,236
      $219,397
      $196,795
      $176,150Shareholders 
        Equity 
        (Deficiency)
      $(26,832)
      $337,182
      $408,838
      $234,842
      $(1,214,996)Total Assets
      $273,446
      $435,920
      $665,114
      $642,583
      $264,541Mineral Properties
      $231,086
      $190,236
      $219,397
      $196,795
      $176,150Long-Term Debt
      $Nil
      $Nil
      $Nil
      $Nil
      $NilCapital Stock
      $10,839,258
      $10,624,107
      $9,944,335
      $9,018,122
      $6,297,375


(1) Cumulative Net Loss since incorporation through May 31,
2007 under US GAAP was $11,221,844 approximately.

(2) Under US GAAP, options granted to non-employees as
compensation for services provided are fair valued and an expense recorded.

(3) Under SEC interpretation of US GAAP, all costs related to
exploration-stage properties are expensed in the period incurred.

Reference is made to "Item 4. Information on the Company" and
"Item 5. Operating and Financial Review and Prospects for a description of the
initiation and progression of our activities since incorporation.

Currencies and Exchange Rates:

We publish our financial statements in Canadian dollars. Unless
otherwise indicated, monetary amounts referred to in this 20-F are in Canadian
dollars. Unless otherwise indicated, all translations from Canadian dollars to
US dollars

9

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have been made at a rate of CDN$ 1.0701 to US$ 1.00, the noon
buying rate as certified for customs purposes by the Federal Reserve Bank of New
York (the "Noon Buying Rate") on May 31, 2007. We do not represent that Canadian
dollar or US dollar amounts could be converted into US dollars or Canadian
dollars, as the case may be, at any particular rate, the rates below or at all.
On September 28, 2007, the Noon Buying Rate was CDN$ 0.9959 to US$ 1.00. The
following table sets forth noon buying rate for US dollars in New York City for
cable transfers in Canadian dollars as certified for customs purposes by the
Federal Reserve Bank of New York for the periods indicated:

The following table reflects the monthly high and low exchange
rates for U.S.$1.00 to the Canadian dollar for the following periods.

Month
    Year
    High (CAD$)
    Low (CAD$)September
    2007
    1.0546
    0.9959August
    2007
    1.0754
    1.0497July
    2007
    1.0689
    1.0372June
    2007
    1.0727
    1.0579May
    2007
    1.1136
    1.0701April
    2007
    1.1583
    1.1068March
    2007
    1.181
    1.153


The following table lists the average exchange rate for US$1.00
to the Canadian dollar for the last five years based on the average month-end
exchange rates.

Year
    Average (CAD $)
    Low/High (CAD$)
    May 31 (CAD $)2007
    1.1362
    1.1852/1.0701
    1.07012006
    1.1738
    1.0989/1.2578
    1.10272005
    1.2602
    1.1775/1.3772
    1.25122004
    1.3435
    1.2690/1.4114
    1.36662003
    1.5257
    1.3446/1.5963
    1.3712


B. CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization and
indebtedness as of August 31, 2007:

SHAREHOLDERS EQUITY

43,577,528 shares issued and outstanding
    $11,246,508Contributed Surplus
      $285,754Retained Earnings (deficit)
      $(8,013,425)Net Stockholders Equity
      $3,501,018TOTAL CAPITALIZATIONStock Options Outstanding
    2,487,500Warrants Outstanding
    5,133,340Preference Shares Outstanding:
    NilCapital Leases:
    NilGuaranteed Debt
    NilSecured Debt:
    Nil


C. REASON FOR THE OFFER AND USE OF PROCEEDS

This Form 20-F is being filed as an annual report and a
registration statement under the Exchange Act, and accordingly, the information
called for in Item 3.C is not required

10

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D. RISK FACTORS

The occurrence of any of the following risks could hurt our
business, financial condition or results of operations. In such case, the
trading price of our shares could decline and you could lose all or part of your
investment. Other risks and uncertainties not now known to us or that we think
are immaterial may also impair our business.

RISK FACTORS RELATED TO OUR BUSINESS

We have no current mining operations and if we ever
commence mining operations we face certain risks, any of which could result in
our ceasing operations.

We have no current mining operations and no revenue from mining
operations. If we ever commence actual mining operations, such operations would
face the risk of changing circumstances, including but not limited to: failure
of production to achieve metal recovery levels indicated by pre-production
testing of drill core and bulk samples; estimates of reserves being adversely
affected by encountering unexpected or unusual geological formations; production
costs being adversely affected by unforeseen factors such as substantial adverse
changes in exchange rates or changes in environmental protection requirements,
breakdowns and other technical difficulties, slides, cave-ins or other natural
disasters, work interruptions or labor strikes; the grade of ore actually mined
being lower than that indicated by drilling results; persistently lower market
prices of the products mined than those used to determine the feasibility of
mining a mineral occurrence; adverse changes in interest rates that may apply to
project development debt.

Any oil and gas we may discover or produce may not be
readily marketable at the time of production, delaying our ability to generate
meaningful revenue.

Crude oil, natural gas, condensate and other oil and gas
products are generally sold to other oil and gas companies, government agencies
and other industries. The availability of ready markets for oil and gas that we
might discover and the prices obtained for such oil and gas depend on many
factors beyond our control, including: the extent of local production and
imports of oil and gas; the proximity and capacity of pipelines and other
transportation facilities; fluctuating demand for oil and gas; the marketing of
competitive fuels; and the effects of governmental regulation of oil and gas
production and sales. Natural gas associated with oil production is often not
marketable due to demand or transportation limitations and is often flared at
the producing well site. Pipeline facilities do not exist in certain areas of
exploration and, therefore, any actual sales of discovered oil and gas might be
delayed for extended periods until such facilities are constructed.

Financing Risks.

There is no assurance that we will be able to secure the
financing necessary to explore, develop and produce our mineral properties. We
do not presently have sufficient financial resources or operating cash-flow to
undertake solely all of our planned exploration and development programs. The
development of our properties may therefore depend on obtaining a joint venture
partners, and on our ability to obtain additional required financing. There is
no assurance we will be successful in obtaining the required financing, the lack
of which could result in the loss or substantial dilution of our interests (as
existing or as proposed to be acquired) in our properties as disclosed herein.
In addition, we have no experience in developing mining properties into
production and its ability to do so will be dependent upon securing the services
of appropriately experienced personnel or entering into agreements with other
major mining companies which can provide such expertise.

As noted in our audited consolidated financial statements for
the year ended May 31, 2007 we have incurred significant operating losses and
have an accumulated deficit of $ 7,932,995 at May 31, 2007. Furthermore, we had
working capital deficit of $ 278,043 as at May 31, 2007, which is not sufficient
to achieve our planned business objectives. Our ability to continue as a going
concern is dependent on continued financial support from our shareholders and
other related parties, the ability of the Registrant to raise equity financing,
and the attainment of profitable operations, external financings and further
share issuances to meet our liabilities as they become payable.

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Our ability to continue as a going concern is dependent on
continued financial support from our shareholders and other related parties, our
ability to raise equity capital financing, and the attainment of profitable
operations, external financings and further share issuance to satisfy working
capital and operating needs.

Significant Losses for the Foreseeable Future.

We expect to incur significant losses for the foreseeable
future and cannot be certain when or if we will achieve profitability. Failure
to become and remain profitable will adversely affect the value of our Common
Shares and our ability to raise capital and continue operations.

Volatility of the TSX Venture Exchange may adversely
affect the price of the Common Stock.

Certain stocks listed on the TSX Venture Exchange have
experienced significant price and volume fluctuations and decreases which have
adversely affected the market price of our and other stocks listed on the TSX
Venture Exchange without any regard to the underlying fundamentals of such
stocks. These broad market fluctuations, which may occur in the future, as well
as issues more specifically related to our business activities or prospects, our
financial performance, intellectual property, may continue to adversely affect
the market price of the Common Stock.

We do not expect to pay cash dividends.

We intend to retain any future earnings to finance our business
and operations and any future growth. Therefore, we do not anticipate paying any
cash dividends in the foreseeable future.

Potential lack of attractive investment targets.

Continued volatility of stock prices on the TSX Venture
Exchange may have a material adverse effect on our ability to raise capital on
the TSX Venture Exchange or by private investment, and the price of our common
stock could fluctuate substantially.

Other Factors.

Our areas of business may be affected from time to time by such
matters as changes in general economic conditions, changes in laws and
regulations, taxes, tax laws, prices and costs, and other factors of a general
nature which may have an adverse effect on our business.

Conflict of Interest.

Some of our current officers and directors have other unrelated
full-time positions or part-time employment. Some officers and directors will be
available to participate in management decisions on a part-time or as-needed
basis only. Our management may devote its time to other companies or projects
which may compete directly or indirectly with us.

U.S. Investors May Not Be Able To Enforce Their Civil
Liabilities Against Us or Our Directors, Controlling Persons and Officers.

We are organized under the laws of Canada. All of our
directors, controlling persons and officers are residents of Canada and all or a
substantial portion of their assets and substantially all of our assets are
located outside of the United States. As a result, it may be difficult for U.S.
holders of our common shares to effect service of process on these persons
within the United States or to realize in the United States upon judgments
rendered against them. In addition, you should not assume that the courts of
Canada (i) would enforce judgments of U.S. courts obtained in actions against us
or such persons predicated upon the civil liability provisions of the U.S.
federal securities laws or other laws of the United States, or (ii) would
enforce, in original actions, liabilities against us or such persons predicated
upon the U.S. federal securities laws or other laws of the United States.
However, U.S. laws would generally be enforced by a Canadian court provided that
those laws are not contrary to Canadian public policy, are not foreign penal
laws or laws that deal with taxation or the taking of property by a foreign
government and

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provided they are in compliance with applicable Canadian
legislation regarding the limitation of actions. Also, a judgment obtained in a
U.S. court would generally be recognized by a Canadian court except, for
example: where the U.S. court where the judgment was rendered had no
jurisdiction according to applicable Canadian law; the judgment was subject to
ordinary remedy (appeal, judicial review and any other judicial proceeding which
renders the judgment not final, or enforceable under the laws of the applicable
state) or not final, conclusive or enforceable under the laws of the applicable
state; the judgment was obtained by fraud or in any manner contrary to natural
justice or rendered in contravention of fundamental principles of procedure; a
dispute between the same parties, based on the same subject matter has given
rise to a judgment rendered in a Canadian court or has been decided in a third
country and the judgment meets the necessary conditions for recognition in a
Canadian court; the outcome of the judgment of the U.S. court was inconsistent
with Canadian public policy; the judgment enforces obligations arising from
foreign penal laws or laws that deal with taxation or the taking of property by
a foreign government; or there has not been compliance with applicable Canadian
law dealing with the limitation of actions.

U.S. investors may not be able to enforce their civil
liabilities against us or our directors, controlling persons and officers.

It may be difficult to bring and enforce suits against us. We
are incorporated in the province of British Columbia under the Business
Corporations Act(British Columbia) (formerly the Company Act). Our
directors are residents of Canada, and all or substantial portions of their
assets are located outside of the United States, predominately in Canada. As a
result, it may be difficult for U.S. holders of our common shares to effect
service of process on these persons within the United States or to realize in
the United States upon judgments rendered against them. In addition, a
shareholder should not assume that the courts of Canada (i) would enforce
judgments of U.S. courts obtained in actions against us or such persons
predicated upon the civil liability provisions of the U.S. federal securities
laws or other laws of the United States, or (ii) would enforce, in original
actions, liabilities against us or such persons predicated upon the U.S. federal
securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian
court provided that those laws are not contrary to Canadian public policy, are
not foreign penal laws or laws that deal with taxation or the taking of property
by a foreign government and provided that they are in compliance with applicable
Canadian legislation regarding the limitation of actions. Also, a Canadian court
would generally recognize a judgment obtained in a U.S. Court except, for
example: (a) where the U.S. court where the judgment was rendered had no
jurisdiction according to applicable Canadian law; (b) the judgment was subject
to ordinary remedy (appeal, judicial review and any other judicial proceeding
which renders the judgment not final, conclusive or enforceable under the laws
of the applicable state) or not final, conclusive or enforceable under the laws
of the applicable state; (c) the judgment was obtained by fraud or in any manner
contrary to natural justice or rendered in contravention of fundamental
principles of procedure; (d) a dispute between the same parties, based on the
same subject matter has given rise to a judgment rendered in a Canadian court or
has been decided in a third country and the judgment meets the necessary
conditions for recognition in a Canadian court; (e) the outcome of the judgment
of the U.S. court was inconsistent with Canadian public policy; (f) the judgment
enforces obligations arising from foreign penal laws or laws that deal with
taxation or the taking of property by a foreign government; or (g) there has not
been compliance with applicable Canadian law dealing with the limitation of
actions.

Our competitors have greater financial and technical
measures and we may not be able to acquire additional attractive mineral
properties on acceptable terms.

Significant and increasing competition exists for mineral
opportunities in Canada and the United States. There are a number of large
established mineral companies with substantial capabilities and greater
financial and technical resources than us. We may be unable to acquire
additional attractive mineral properties on terms we consider acceptable.
Accordingly, there can be no assurance that our exploration programs will yield
any new reserves or result in any commercial mineral operations.

We face strong competition from larger oil and gas
companies, which could harm our business and ability to operate profitably.

The exploration and production business is highly competitive.
Many of our competitors have substantially larger financial resources, staffs
and facilities. Our competitors in the United States include numerous major oil
and gas

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exploration and production companies, especially major oil and
gas companies such as BP Amoco, Exxon/Mobil, Texaco/Shell and Conoco/Phillips.
These major oil and gas companies are often better positioned to obtain the
rights to exploratory acreage for which we may compete. If we are unable to
adequately address our competition, including, but not limited to, finding ways
to secure profitable oil and gas producing properties, our ability to earn
revenues will suffer.

As a"foreign private issuer,we
are exempt from the Section 14 proxy rules and Section 16 of the Securities Act
may result in shareholders having less complete and timely data.

The submission of proxy and annual meeting of shareholder
information (prepared to Canadian standards) on Form 6-K may result in
shareholders having less complete and timely data. The exemption from Section 16
rules regarding sales of common shares by insiders may result in shareholders
having less data.

RISK FACTORS RELATED TO THE NATURAL RESOURCE INDUSTRY

Exploration and Development Risks.

There is no assurance given by the Company that our exploration
and development programs and properties will result in the discovery,
development or production of a commercially viable ore body. The business of
exploration for minerals and mining involves a high degree of risk. Few
properties that are explored are ultimately developed into producing mines. At
present, none of the Registrants properties have defined ore bodies with
reserves and resources, and the proposed exploration programs are an exploratory
search for ore. There is no assurance that our mineral exploration and
development activities will result in any discoveries of bodies of commercial
ore. The probability of an individual prospect ever having reserves and being
commercially viable is extremely remote, and, in all probability, our properties
do not contain any reserves, and any funds spent on exploration will probably
not be recovered. Unusual or unexpected geological structures or formations,
fires, power outages, labour disruptions, floods, explosions, cave-ins, land
slides and the inability to obtain suitable or adequate machinery, equipment or
labour are other risks involved in the operation of mines and the conduct of
exploration programs. We have relied and may continue to rely upon consultants
and others for construction and operating expertise. The economics of developing
gold and other mineral properties are affected by many factors including capital
and operating costs, variations of the grade of ore mined, fluctuating mineral
markets, costs of processing equipment and such other factors as government
regulations, including regulations relating to royalties, allowable production,
importing and exporting of minerals and environmental protection. Depending on
the price of gold or other minerals produced, we may determine that it is
impractical to commence or continue commercial production. Substantial
expenditures are required to establish reserves through drilling, to develop
metallurgical processes to extract metal from ore and to develop the mining and
processing facilities and infrastructure at any site chosen for mining. No
assurance can be given that funds required for development can be obtained on a
timely basis. The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately foreseen or predicted, such as market fluctuations, the global
marketing conditions for precious and base metals, the proximity and capacity of
milling facilities, mineral markets and processing equipment, and such other
factors as government regulations, including regulations relating to royalties,
allowable production, importing and exporting minerals and environmental
protection.

Estimates of Mineral Deposits.

There is no assurance that any estimates of mineral deposits
herein will not change. Although all figures with respect to the size and grade
of mineralized deposits included herein have been carefully prepared by the
Company, or, in some instances have been prepared, reviewed or verified by
independent mining experts, these amounts are estimates only and no assurance
can be given that any identified mineralized deposit will ever qualify as a
commercially viable mineable ore body that can be legally and economically
exploited.

Mineral Prices.

There is no assurance that mineral prices will not change. The
mining industry is competitive and mineral prices fluctuate so that there is no
assurance, even if commercial quantities of a mineral resource are discovered,
that a profitable market will exist for the sale of same.

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Title Opinions.

The existence of title opinions should not be construed to
suggest that we have good and marketable title to all of our properties. We
follow the usual industry practice in obtaining title opinions with respect to
our lands. No examination has been made of the ground to determine if any of our
mineral claims have been staked or assessment work carried out.

Regulatory Approvals.

Our operations require the procurement of numerous permits and
compliance with an extensive number of codes and regulations. Mining,
exploration and exploitation permits are required. While we believe that all
requirements in this regard have been met, failure to comply with regulatory
requirements could result in permits being withdrawn or suspended. Further,
changes in these regulations or in their application may adversely affect our
operations.

Oil and gas price fluctuations in the market may harm
results of our operations.

The results of our operations are highly dependent upon the
prices received for our anticipated oil and natural gas production. As of the
date of this 20-F, we do not own any interests in any properties which are
producing more than minimal levels of oil or natural gas. Should we acquire an
interest in an actual producing property, substantially all of our sales of oil
and natural gas would likely be made in the spot market, or pursuant to
contracts based on spot market prices, and not pursuant to long-term,
fixed-price contracts. Accordingly, the prices we might receive for any eventual
oil and natural gas production are dependent upon numerous factors beyond our
control. These factors include the level of consumer product demand,
governmental regulations and taxes, weather trends, the price and availability
of alternative fuels, the level of foreign imports of oil and natural gas and
the overall economic environment. Significant declines in prices for oil and
natural gas could harm our financial condition, results of operations and
quantities of reserves recoverable on an economic basis. Any significant decline
in demand for or prices of oil or gas could harm our financial condition and
results of operations.

Compliance with, or breach of, environmental laws can be
costly and could limit our operations or reduce profitability causing investors
to lose their investment.

Our operations are subject to numerous and frequently changing
laws and regulations governing the discharge of materials into the environment
or otherwise relating to environmental protection. We may now or in the future
own or lease properties that have been used for the exploration and production
of minerals and oil and gas and these properties and the wastes disposed on
these properties may be subject to the Comprehensive Environmental Response,
Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource
Conservation and Recovery Act, the Federal Water Pollution Control Act and
analogous state laws. Under such laws, we could be required to remove or
remediate previously released wastes or property contamination. Laws and
regulations protecting the environment have generally become more stringent and,
may in some cases, impose strict liability for environmental damage. Strict
liability means that we may be held liable for damage without regard to whether
we were negligent or otherwise at fault. Environmental laws and regulations may
expose us to liability for the conduct of or conditions caused by others or for
acts that were in compliance with all applicable laws at the time they were
performed. Failure to comply with these laws and regulations may result in the
imposition of administrative, civil and criminal penalties. Although we believe
that any current operations are in substantial compliance with existing
requirements of governmental bodies, our ability to conduct continued operations
is subject to satisfying applicable regulatory and permitting controls. Our
current permits and authorizations and ability to get future permits and
authorizations, particularly in foreign countries, may be susceptible, on a
going forward basis, to increased scrutiny, greater complexity resulting in
increased costs, or delays in receiving appropriate authorizations. We are
required to obtain an environmental permit or approval from Utah prior to
conducting seismic operations, drilling a well or constructing a pipeline in
that location. Compliance with these laws and regulations may increase our costs
of operations, as well as further restrict our operations. If the costs of such
compliance exceeds what we may have budgeted, our ability to earn revenues will
be harmed.

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Third Party Reliance.

Our rights to acquire interests in certain mineral properties
have been granted by third parties who themselves hold only an option to acquire
such properties. As a result, we may have no direct contractual relationship
with the underlying property holder.

UNCERTAINTIES AND RISKS RELATING TO COMMON SHARESThere is only a limited public market for our common shares on the
TSX Venture Exchange and that market is extremely volatile.

There is only a limited public market for our common shares on
the TSX Venture Exchange, and there is a risk that that a broader or more active
public trading market for our common shares will never develop or be sustained,
or that current trading levels will not be sustained. The market price for the
common shares on the TSX Venture Exchange has been and we anticipate will
continue to be extremely volatile and subject to significant price and volume
fluctuations in response to a variety of external and internal factors. This is
especially true with respect to emerging companies such as ours. Examples of
external factors, which can generally be described as factors that are unrelated
to the operating performance or financial condition of any particular company,
include changes in interest rates and worldwide economic and market conditions,
as well as changes in industry conditions, such as changes in oil and natural
gas prices, oil and natural gas inventory levels, regulatory and environment
rules, and announcements of technology innovations or new products by other
companies. Examples of internal factors, which can generally be described as
factors that are directly related to our consolidated financial condition or
results of operations, would include release of reports by securities analysts
and announcements we may make from time-to-time relative to our operating
performance, drilling results, advances in technology or other business
developments. Because we have a limited operating history and no profits to
date, the market price for the common shares is more volatile than that of a
seasoned issuer. Changes in the market price of the common shares, for example,
may have no connection with our operating results or prospects. No predictions
or projections can be made as to what the prevailing market price for the common
shares will be at any time, or as to what effect, if any, that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.

You will be subject to the risks associated with penny
stock classification which could affect the marketability of our equity
securities and shareholders could find it difficult to sell their stock.

Our stock is subject to penny stock rules as defined
in Securities and Exchange Actrule 3a51-1. The Commission has adopted
rules that regulate broker-dealer practices in connection with transactions in
penny stocks. In the event that we begin trading our common shares in the United
States, our common shares shall be subject to these penny stock rules.
Transaction costs associated with purchases and sales of penny stocks are likely
to be higher than those for other securities. Penny stocks generally are equity
securities with a price of less than US $5.00 (other than securities registered
on certain national securities exchanges or quoted on the NASDAQ system,
provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may

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have the effect of reducing the level of trading activity in a
potential secondary market for our equity securities in the United States and
shareholders may find it more difficult to sell their shares.

A limited number of shareholders will collectively
continue to own a majority of our common shares.

A limited number of shareholders will collectively continue to
own a majority of our common shares after this offering and may act, or prevent
corporate actions, to the detriment of other shareholders. Our principal
shareholders, including entities affiliated with members of our management team,
will own more than 19% of our outstanding common shares. Accordingly, these
shareholders may, if they act together, exercise significant influence over all
matters requiring shareholder approval, including the election of a majority of
the directors and the determination of significant corporate actions after this
offering. This concentration could also have the effect of delaying or
preventing a change in control that could be otherwise beneficial to our
shareholders.

You should not expect to receive dividends.

We have never paid any cash dividends on shares of our capital
stock, and we do not anticipate that we will pay any dividends in the
foreseeable future. Our current business plan is to retain any future earnings
to finance the expansion of our business. Any future determination to pay cash
dividends will be at the discretion of our board of directors, and will be
dependent upon our consolidated financial condition, results of operations,
capital requirements and other factors as our board of directors may deem
relevant at that time.

Our right to issue additional capital stock at any time
could have an adverse effect on your proportionate ownership and voting rights.

We are authorized under our Articles of Incorporation to issue
100,000,000 common shares. Subject to compliance with applicable corporate and
securities laws, we may issue these shares under such circumstances and in such
manner and at such times, prices, amounts and purposes as our board of directors
may, in their discretion, determine to be necessary and appropriate. Your
proportionate ownership and voting rights as a common shareholder could be
adversely affected by the issuance of additional common shares, including a
substantial dilution in your net tangible book value per share.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT

Teryl Resources Corp. (the Issuer) was incorporated on May
23, 1980, as Candy Mountain Gold Corporation under a perpetual charter pursuant
to the Company Act(British Columbia) by the registration of its
Memorandum of Association and Articles of Association. On January 20, 1984, a
special resolution was passed changing its name to Teryl Resources Corp.

On March 29, 2004, the new British Columbia Business
Corporations Act (the "BCA") came into force in British Columbia and replaced
the former Company Act (Former Act), which is the statute under which we were
previously governed. Under the BCA, every company incorporated under the Company
Act must complete a mandatory transition rollover under the BCA to substitute a
Notice of Articles for its Memorandum within two years of March 29, 2004. The
only information contained in the Notice of Articles is the authorized share
structure of the company, the name of the company, the address of the registered
and records office of the company, and the names and addresses of the directors
of the company. We filed a transition application with the Registrar of
Companies British Columbia to transition to the BCA and completed the Transition
on September 13, 2004.

As a pre-existing Corporation under the Company Act, we were
subject to provisions contained in the BCA known as the Pre-Existing Company
Provisions. The Pre-Existing Company Provisions are statutory provisions
intended to preserve certain provisions of the Company Act to companies
incorporated under the Company Act. Under the BCA, we have the option to replace
the Pre-Existing Company Provisions with a new form of Articles to take
advantage of the benefits of the BCBCA, provided the shareholders approve the
change. Accordingly, at the annual meeting held on November 15, 2004, our
shareholders approved a special resolution to alter the Notice of Articles to
remove the application of the Pre-Existing Company Provisions.

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In addition to deleting the Pre-Existing Company Provisions,
the Board of Directors were also of the view that it would be in our best
interest to adopt a new set of Articles to replace our Articles. The new
Articles will reflect the flexibility and efficiency permitted under the BCA,
while maintaining a significant portion of the existing governing provisions. As
a result, most of the changes in the new Articles are minor in nature, and are
not substantive changes. On November 15, 2004, the shareholders also approved a
special resolution to replace the articles of the Company.

The Companys corporate offices and its registered and records
offices are located at Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9,
Canada. Our telephone number is 604-278-5996. Since our inception and during the
three fiscal years ending in May 2007, our principal business has been the
acquisition, exploration and development of natural resource properties, and the
acquisition, drilling and development of oil and gas property interests. We
currently have mineral property interests in Alaska, and Arizona. All of our
mineral properties are in the exploration stage. We are currently in the
exploration stage and equity financing is required to continue exploration work
on our mineral claims and oil and gas interests. As a result of the uncertainty
that is typical in an explorative company there is doubt about our ability to
continue as going concern as ultimate success will be based on securing adequate
equity financing and/or the determination of economically recoverable mineral
reserves on its mineral property claims or recoveries on our oil and gas
interests.

Capital Expenditures

Fiscal Year

Fiscal 2003
    $ 19,452 (1)Fiscal 2004
    $ 32,375 (2)Fiscal 2005
    $ 39,686 (3)Fiscal 2006
    $ 103,045 (4)Fiscal 2007
    $ 249,138 (5)


(1) This expenditure related to the purchase of mineral
property, of which $16,000 is from issuing 200,000 shares at $ 0.08  see E
above. (2) This expenditure related to the purchase of mineral properties
for $ 20,645 and office equipment for $11,730. (3) This expenditure related
to the purchase of mineral properties for $ 22,602 and automotive and office
equipment for $17,084 (4) This expenditure related to the purchase gas well
interests. For US GAAP this amount is expensed. (5) This expenditure
consists of $34,231 for the purchase of mineral properties; $5,773 for the
purchase of office equipment and $209,134 for the purchase of gas well
interests. For US GAAP the amount for gas well purchases is expensed.

Accumulated expenditures for the Mineral properties to May 31,
2007:

Expense ($)
    Gil Property
    West Ridge Property
    Black Dome (1)
    Fish Creek (2)
    Gold HillGeology
    1,299,592
    246,850
    Nil
    53,113
    15,702Drilling and Trenching
    769,090
    Nil
    Nil
    62,306
    nilGeophysics
    Nil
    351,113
    Nil
    11,798
    NilAdmin.
    Nil
    33,112
    Nil
    14,354
    3,248Tech. Anal.
    7,383
    6,789
    Nil
    20,569
    NilAcquisition Costs
    31,127
    116,189
    Nil
    49,538
    34,231


(1) All expenses for this claim included in West Ridge property
figures.

(2) Shares with a deemed value of $16,000 were issued during
the 2007 year as part of the acquisitions costs.

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B. BUSINESS OVERVIEW

Nature of the Companys Operations

Mineral Properties

We are an exploration stage company and there is no assurance
that a commercially viable mineral deposit exists on any of our properties.
Further exploration will be required before a final evaluation as to the
economic and legal feasibility is determined.

If we complete our current exploration programs and if we are
successful in identifying a mineral deposit, we will have to spend substantial
funds on further drilling and engineering studies before we will know if we have
a commercially viable mineral deposit or reserve on any of our properties.

We will seek equity financing to provide working capital and to
meet exploration commitments on all our properties. During the fiscal year ended
May 31, 2007, we raised $199,151 through the sale of equity securities (May 31,
2006 $666,996 ).

Gil Mineral Claims

The Gil Gold Project is located in the Fairbanks Mining
District, Alaska. The Issuer owns a 20% interest in the Gil Mineral Claims with
its joint venture partner, Kinross Gold Corporation (Kinross) with Kinross
owning the other 80%. The Gil claims are adjacent to the producing Fort Knox
mine which is owned by Kinross, approximately five miles east of Kinross Fort
Knox deposit, Alaskas largest producing open-pit gold mine with an average gold
grade of just under 0.03 ounces of gold per ton (see Item 4.D. for complete
details of exploration and development of this property).

West Ridge Claims

The West Ridge Prospect is north of Fairbanks, Alaska, a distance
  of 22 miles by road. It lies immediately north of the Fox Creek Property. The
  West Ridge property adjoins Kinross Gold Corp.s True North gold deposit
  and lies approximately eight miles northwest of the producing Fort Knox gold
  mine. Fort Knox currently produces over 400,000 ounces of gold annually. The
  West Ridge property consists of 48 state of Alaska mining claims covering 1750.5
  acres, 440 acres of leased Mental Health Trust (MHT) land and 75 acres of patented
  mining claims under lease purchase option in the Livengood quadrangle Township
  2 North, Range 1 East. The state claims are registered with the Alaska Division
  of Mining, Land, and Water Management with Teryl Resources Corp. as the 100%
  owner (see Item 4.D. for complete details of exploration and development of
  this property).

Black Dome

In July, 2003 we announced we had successfully negotiated a
lease of 440 acres in the Fairbanks Mining District, Alaska from the State of
Alaska, Mental Health Trust Land Office (TLO). The trust land is adjacent to the
western portion of the Companys 100% owned West Ridge claims and 40 acres is
strategically located within the West Ridge claims, which is on the edge of a
geochemical gold anomaly. The Companys directors terminated the lease with the
Alaska Mental Health Trust in July of 2006.

Fish Creek Claims

The Fish Creek gold claims lie adjacent to the Gil Claims. The
Fish Creek project is located 25 miles north of Fairbanks in a road accessible
mining district with excellent land status and infrastructure. The project is
located within host rocks that contain commercially viable mineralization
elsewhere in the Fairbanks Mining District and is located on streams that were
mined extensively for alluvial gold in the past both upstream and downstream of
the Fish Creek project. Limited exploration conducted between 1992 and 2003 did
not reveal significant bedrock exposures of mineralization however a significant
lode gold deposit has been outlined immediately adjacent to the Fish Creek
property on the south (the Gil deposit) and the Fort Knox gold mine, a
large-scale open pit gold mine 3

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miles upstream from the Fish Creek property has been in
operation since 1996. Wide-spaced placer gold drilling on a small area of the
property conducted in 2003 did not encounter significant placer gold
mineralization however, more extensive and closer spaced placer gold drilling
conducted in 2004 indicated the presence of significant concentrations of placer
gold on the claims.

The Company and Linux Gold Corp. entered into an agreement, on
March, 2002, whereby the Company may earn up to a 50% interest in the Fish Creek
mineral claims, located in the Fairbanks district of Alaska, USA, by expending $
500,000 US within three years and issuing 200,000 common shares (issued December
16, 2002 for a deemed value of $ 16,000 CDN). An additional 100,000 shares were
issued February 14, 2007 for a deemed value of $16,000 CDN in payment of an
extension of the expenditure date to March 5, 2007, which was further extended
to March 5, 2009. Linux will have a 5% net royalty interest until the Company
pays $ 2,000,000 US (see Item 4.D. for complete details of exploration and
development of this property).

Fox Creek

On June 23, 2004, the Company entered into a mineral property
lease to develop the property known as the Upper Fox Creek mining lease. The Fox
Creek Claims consisted of eight contiguous unpatented state of Alaska mining
claims, located 3 miles north of Fox, Alaska, and adjacent to the Companys 100%
owned West Ridge property to the northwest. The Company made the first US$10,000
payment but did not make the 2005 year payment and the lease was cancelled.
During the November 2005 quarter $13,283 in property costs and $34,769 in
exploration costs were written off.

Gold Hill Claims

On June 10, 2006, the Company and Frederic & John Rothermel
(the Vendors) entered into an agreement whereby the Company purchased a 100%
interest in the Gold Hill Patented Claim Group located in the Warren Mining
District, Cochise County, Arizona, USA, subject to a 10% Net Profit royalty to
the vendors, for the following considerations:

- $5,655 ($ 5,000 US) for a 90 day option and $ 11,268 ($ 10,000 US) to
  complete a due diligence within 90 days (paid),
- $7,000 ($ 6,000 US) paid January 5, 2007 to the Vendors, with $ 6,000 US
  payments to be made each quarter, (all required quarterly payments have been
  paid)
- to complete a $ 50,000 US first phase exploration program conducted by the
  Vendors,
- $ 250,000 US per year upon commencement of production.

On August 1, 2006 six additional unpatented lode mining claims
were filed with the Arizona State office of the Bureau of Land Management on
behalf of the Company. On October 16, 2006, we exercised our option and have a
10 year option to purchase up to a 10% net profit interest from the Vendors for
US$1.5 million per 5% net profit interest, therefore, having an option on a 100%
interest in the Bisbee, Arizona patented claims. The Gold Hill Project is
located approximately 4.5 miles southeast of Bisbee Arizona in the Warren Mining
District of Cochise County (Township 23 South, Range 25 East sections 25 30, 31,
and 32). The project area has a history of placer and lode mine production and
is 4 miles from the Phelps Dodge Corporations Lavender Pit, which produced 8
billion pounds of copper and 2.7 million ounces of gold. The Gold Hill Project
consists of fourteen patented claims comprising over 250 acres with an
additional 7 claims being added.

The principle gold target in the exploration area is the Gold
Hill Fault. This structure has been traced for two miles and has several adits
and many test pits located along its course. The secondary target is the Glance
Conglomerate located to the south of the Gold Hill Fault. In this area, the
Glance Conglomerate is reported to have micron sized gold associated with copper
in fine quartz-filled fractures. An initial examination of the property has been
performed by Teryl Resources which consisted of a general reconnaissance of the
area and the collection of 17 rock samples. Assay results showed trace amounts
of gold in quartz veins located within the Morita Quartzite east of the Paris
Mine. Higher gold assay results of 122 ppb Au and 4,590 ppb Au were generated
from rocks taken from the Paris Mine dump. Gold values from quartz veins in
outcrops and test pits between the Paris mine and the El Paso Mine ranged from 3
ppb Au to 635 ppb Au. Samples from the vicinity of the El Paso adit returned
assay values of 2 ppb, 9 ppb and 149 ppb Au. All rock and soil samples were
analyzed at Alaska Assay Labs. Field work in the Emerald &

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Saint Elmo claims tested gold values within the conglomerate
ranged from 19 ppb Au to 1,858 ppb Au while copper assays ranged from 520 ppm to
13,820 ppm.

Additional work is needed to determine the extent of gold and
copper mineralization in this area. We do not consider the Gold Hill property to
be a material property.

Oil and Gas PropertiesJancik, C-S and Herrmann
Wells, Fayette County, Texas

The Company owns 6.5% working interest (4.680% net revenue
interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working
interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and
Herrmann #4 wells, located in Burleson County, Texas.

Gas Wells, Knox County, Kentucky

On May 18, 2006, the Company entered into an agreement with IAS
Energy, Inc. (formerly and at the time of the agreement, IAS Communications,
Inc.) to purchase a 40% interest (subject to 40% net revenue interests to
others) and drill up to 24 wells in the Ken Lee #1 natural gas well, located in
Knox County, Kentucky, USA, for $103,045 ($92,500 US). The Company will earn a
40% interest in each well drilled by financing 50% of the total cost of drilling
each well subject to a 12.5% revenue interest to the landowner and a 27.5%
interest to Energy Source, Inc., the lessee and operator of the wells.

On June 6, 2006 the Company announced that the Ken Lee#1 well
had been successfully completed as a commercial gas well. On July 6, 2006 the
Company announced that drilling had commenced on the Elvis Farris #2 well and
has been reported to be in production.

Description of the Markets in Which the Company Competes

This is no longer applicable due to the discontinuance of the
business operations of our wholly-owned subsidiary.

Competition

Significant and increasing competition exists for the limited
number of gold acquisition opportunities available in North, South and Central
America and elsewhere in the world. As a result of this competition, some of
which is with large established mining companies which have greater financial
and technical resources than the Registrant, the Registrant may be unable to
acquire additional attractive gold mining properties on terms it considers
acceptable. Accordingly, there can be no assurance that the Registrants
exploration and acquisition programs will yield any new reserves or result in
any commercial mining operation. Oil and gas exploration and acquisition of
undeveloped properties is a highly competitive and speculative business. We
compete with a number of other companies, including major oil companies and
other independent operators which are more experienced and which have greater
financial resources. Such companies may be able to pay more for prospective oil
and gas properties. Additionally, such companies may be able to evaluate, bid
for and purchase a greater number of properties and prospects than our financial
and human resources permit. We do not hold a significant competitive position in
the oil and gas industry.

Seasonality

We can only carry out exploration when weather is favourable.
Typically, we cannot carry out any work during the months of November to March
on our mineral properties.

Availability of Raw Materials

Not applicable.

Marketing Strategy

We do not have any plans for a marketing strategy at this time.

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Dependency upon Patents/Licenses/Contracts/Processes

Not applicable. We do not have any material agreements upon
which we are dependent.

Material Effects of Government Regulation

Exploration and development activities require permits from
various foreign, federal, state and local governmental authorities. To the best
of our knowledge, we are operating in compliance with all applicable
environmental regulations.

Mineral Exploration

Exploration and development activities, require permits from
various foreign, federal, state and local governmental authorities. To the best
of our knowledge, we are operating in compliance with all applicable
environmental regulations.

Our current and anticipated future operations, including
further exploration activities, require permits from various state and other
governmental. Such operations are subject to various laws governing land use,
the protection of the environment, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, well safety and other
matters. Unfavorable amendments to current laws, regulations and permits
governing operations and activities of oil and gas and resource exploration
companies, or more stringent implementation thereof, could have a materially
adverse impact on us and cause increases in capital expenditures which could
result in our ceasing operations. We have had no material costs related to
compliance and/or permits in recent years, and anticipate no material costs in
the next year.

Oil and Gas Exploration

Our oil and gas operations are or will be subject to various
types of regulation at the federal, state and local levels. Such regulation
includes requiring permits for the drilling of wells; maintaining bonding
requirements in order to drill or operate wells; implementing spill prevention
plans; submitting notification and receiving permits relating to the presence,
use and release of certain materials incidental to oil and gas operations; and
regulating the location of wells, the method of drilling and casing wells, the
use, transportation, storage and disposal of fluids and materials used in
connection with drilling and production activities, surface usage and the
restoration of properties upon which wells have been drilled, the plugging and
abandoning of wells and the transporting of production. Our operations are or
will be also subject to various conservation matters, including the regulation
of the size of drilling and spacing units or pro-ration units, the number of
wells which may be drilled in a unit, and the unitization or pooling of oil and
gas properties. In this regard, some states allow the forced pooling or
integration of tracts to facilitate exploration while other states rely on
voluntary pooling of lands and leases, which may make it more difficult to
develop oil and gas properties. In addition, state conservation laws establish
maximum rates of production from oil and gas wells, generally limit the venting
or flaring of gas, and impose certain requirements regarding the ratable
purchase of production.

The effect of these regulations is to limit the amounts of oil
and gas we may be able to produce from our wells and to limit the number of
wells or the locations at which we may be able to drill.

Our business is affected by numerous laws and regulations,
including energy, environmental, conservation, tax and other laws and
regulations relating to the oil and gas industry.

Failure to comply with any laws and regulations may result in
the assessment of administrative, civil and criminal penalties, the imposition
of injunctive relief or both.

Moreover, changes in any of these laws and regulations could
have a material adverse effect on business. In view of the many uncertainties
with respect to current and future laws and regulations, including their
applicability to us, we cannot predict the overall effect of such laws and
regulations on our future operations. We believe that our operations comply in
all material respects with applicable laws and regulations and that the
existence and

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enforcement of such laws and regulations have no more
restrictive an effect on our operations than on other similar companies in the
energy industry. We do not anticipate any material capital expenditures to
comply with federal and state environmental requirements.

C. ORGANIZATIONAL STRUCTURE

Teryl, Inc. was incorporated on November 17, 1988, in the State
of Delaware and registered to do business in the USA, to hold and operate the
Alaska mineral property interests and Texas oil and gas well interests.

In 1998, Teryl, Inc. offered a private placement for up to
1,000,000 shares at a price of $0.23 ($0.15 US) and subscriptions of $146,044
($96,750 US) were received by November 19, 1999. Since the offering was not
fully subscribed, the Companies negotiated with the subscribers to replace the
Teryl, Inc. shares with Teryl Resources Corp. shares. Six subscribers did not
return the agreement and negotiations ensued. On August 29, 2007, the final six
subscribers agreed to a settlement of $70,000 ($50,250 US).

On October 17, 2006, the authorized capital for Teryl, Inc. was
reduced to 10,000 common shares, which resulted in a rollback to 1 common share
for each 10,000 outstanding. Teryl Resources Corp. owns 1,650 shares of Teryl,
Inc., which is 100% of the issued shares at the date of filing this 20-F.

For a list of our significant subsidiaries, see Item 10 
Additional Information  Subsidiary Information.

D. PROPERTY, PLANT AND EQUIPMENT

Our properties are in the exploration stage and a substantial
amount of capital will have to be spent on each property before we will know if
they contain commercially viable mineral deposits. Our material properties are
located in Alaska. Our properties are without known reserves and the work being
done by us is exploratory in nature.

Our executive offices are located in rented premises in a
commercial business park located in Richmond, British Columbia, Canada, a suburb
of Vancouver. The space is shared with several other companies which share
common management. The monthly rent for its portion of this 2,200 square foot
space is $1,014.00. We have occupied these facilities since November 1, 2006.
These facilities are believed to be adequate for meeting our needs for the
immediate future. If required in the future, we do not anticipate that we will
have any difficulty in obtaining additional space at favorable rates. There are
no current plans to purchase or otherwise acquire any properties in the near
future.

Mineral Properties

The following are descriptions of our material mineral
properties.

GIL PROPERTY

Project Description and Location

The Issuer owns a 20% interest in the Gil Mineral Claims, which
  consist of 237 unpatented contiguous state mineral claims encompassing slightly
  less than 3,836.4 hectares located 32 kilometers northeast of Fairbanks, Alaska.
  Kinross Gold Corporation (Kinross) owns the other 80% of the claims
  and acts as operator of the project. Kinross and the Issuer each contribute
  to annual exploration costs on an 80:20 ratio with net profits distributed in
  that same proportion in the event of production. The Issuer may opt to reduce
  its interest in the Gil Mineral Claims by choosing not to contribute its portion
  of the annual exploration expenditure. Its interest would then be reduced on
  a pro-rata basis utilizing the following formula:

$150,000 ($600,000 + expenditure for the year)

At its sole option, Kinross may choose to carry the Issuers
portion of expenditures in the form of an interest-bearing demand note,
principal and interest to be added in the event of application of the reduction
formula. Should the Issuer fail to contribute its share of the exploration costs
or fail to honour the demand note within 30 days of formal

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request for payment, it would be considered in default. In a
default situation, the Issuers interest would be reduced by double the amount
normally applied by the reduction formula. In the event its interest is reduced
below 10%, the Issuers interest would be converted to a 5% net profits interest
with no further financial contributions required.

State mining claims in Alaska require a minimum annual work
expenditure of $100 per claim prior to the first of September of each year.
Unused expenditures may be carried forward and subsequently utilized in
successive years to a total of five years from the year in which they were
incurred. The claims have been maintained annually by Kinross who have
sufficient expenditure reserve to apply for the next five years. Prior to
production, Kinross will likely convert the claims to a mining lease or apply
for a millsite permit, a procedure involving public hearings and an
environmental impact study. In anticipation, the Issuer has legally surveyed the
claims and has completed a series of six water wells for ground water monitoring
purposes, already underway.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The Gil Mineral Claims may be accessed via Fairbanks, Alaska,
by a combination of paved highway, improved gravel roads and three seasons,
four-wheel drive dirt road. Road distance is 16 kilometers north of Fairbanks to
Fox along the Steese highway, east along the Steese highway and the Fort Knox
access road to the mine site (another 19 kilometers), east through the mine
property to the water retention dam (18 kilometers) and the start of the Gil
access road. An additional 9.6 kilometers along the Gil access road brings one
to the area of drill-indicated resources and the principal site of current
exploration activity. A number of four-wheeler trails provide additional access
to this portion of the property.



The claims lie along a moderate northwestern facing slope of a
northeastern ridge rising from the broad Fish Creek valley trending in the same
direction. Vegetation consists of black spruce, birch, poplar, alder and tussock
grass. The slope is broken by a number of short, northwestern flowing streams
which form a series of gullies. Elevations range from 300 to 600 metres.

Snow generally falls on the property in late September or early
October, remaining on the ground until mid to late May. The month of April is
particular productive for drilling and moving heavy equipment over normally soft
or swampy areas which remain frozen. Exploration work involving heavy equipment
is generally suspended during the

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break up period extending from mid-April through the end of May
and the freeze up interval through mid-October to early November.

Fairbanks is the main population and service centre in the
area. The hamlet of Fox twenty kilometers west is residence to several dozen
locals and provides a few facilities for food and gas. While the claim area is
void of any buildings or other infrastructure, it does lie adjacent to the
Kinross Fort Knox open pit gold mine, a 40,000 ton per day operation with 250
permanent employees.

History

In 1989, the Issuer acquired an option on the Gil Mineral
Claims from Nerco Exploration Company whose exploration work on the property had
consisted largely of surface magnetometer surveys. In 1991, the Issuer signed a
joint venture and option agreement respecting the property with Fairbanks Gold
Corp., which eventually became Kinross. Kinross earned an 80% interest in the
Gil Mineral Claims from the Issuer by incurring exploration expenditures on the
property of $600,000. During the past ten years, Kinross and its predecessors
have conducted an integrated exploration program on the claims incurring total
expenditures of between US$3,500,000 and US$4,000,000.

Geological Setting

Regional Geology

In regional terms, the Gil Mineral Claims are located within
the Yukon-Tanana terrane, popularly labelled the Tintina Gold Belt. The
lithologies are polymetamorphic and are approximately Precambrian to Upper
Paleozoic in age. The protoliths are believed to have been primarily
sedimentary, with lessor volcanic and plutonic origins. The rocks have undergone
dynamothermal metamorphism; an early prograde amphibolite facies event and a
later greenschist facies retrograde event. Using detailed fabric studies, four
phases of penetrative deformation have been described. Radiometric ages of the
Yukon-Tanana terrane indicated that a widespread regional metamorphic event
occurred both in early Jurassic (about 180 Ma) and most recently during
mid-Cretaceous time (105-125 Ma).

The Yukon-Tanana terrane is bound to the north by the Tintina
fault and to the south by the Denali fault. Both faults are large scale right
lateral strike-slip fault systems with numerous sympathetic northeast-southeast
faults. The northeast trending faults display both left lateral strike-slip and
dip-slip movements.

Intrusive rocks in the area are intermediate to felsic in
composition. The Gilmore Dome intrusive rocks and related calc-silicate
mineralization are dated at 86+/-3 Ma to 95+/-5 Ma. It is assumed that the other
intrusive rocks of similar composition in the district have similar age.
Tertiary tholeittic basaltic rocks are present in several localities in the
district. These basalts tend to occur along north-easterly faults.

The Fairbanks district has produced approximately 7,500,000
ounces of placer gold since 1902. Prior to exploitation of the Fort Knox
deposit, district lode production totalled only a few hundred thousand ounces,
primarily from vein deposits within metamorphosed strata. This huge disparity
between placer and lode production in terms of quantity suggests that sizeable
source lode deposits remain to be found. Alternatively, the placer lode sources
may have been largely eroded over the last 100 million years. Lode deposit types
in the area include volcanogenic stratabound sulphides, intrusive hosted gold
and silver, tungsten skarn, metamorphic-hosted goldquartz- sulphide veins and
stibnite veins.

Local Geology

The Gil property lies within the Tintina Gold Belts or
Yukon-Tanana terrain, a region situated between Denali and Tintina faults,
extending through Central Alaska into the Yukon. Extensive exploration within
the belt over the past decade has increased gold resources by at least 23
million ounces from over ten different new deposits. In the Alaskan portion, an
additional eight million ounces of placer gold has been taken since 1902,
primarily from the Fairbanks district.

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While Tintina gold deposits occur within a variety of rock
hosts, form, alteration types, depth and temperature ranges, they feature many
common characteristics as well as several unique differences. Though a plutonic
association is common, deposits may be hosted within the plutons, within or
exterior to the contact aureoles or within adjacent schists and sediments.
Associated plutons fall within the 8 to 105 million-year range. They are
granitic to granodioritic in composition, Associated plutons fall within the 85
to 105 million-year range. They are granitic to granodioritic in composition,
I-type intrusives, with lithophile affinities and low magnetic signatures
(absence of magnetite, minor ilmenite). The magnetic fluids emanating from the
plutons are seen to be responsible for the gold mineralization. Prospective
intrusives are small in size, generally less than four square kilometres in
surface area. Termed the Tombstone-Tungsten Magmatic Belt within the Yukon, this
same suite of prospective plutonics extends for a distance of over 700 km across
the Yukon, Alaska and into British Columbia

Significant deposits within the Tintina Gold Belt include the
Fort Knox (4 million ounces in sheeted veins within granodiorite), Brewery Creet
(970,000 ounce disseminations and veins within monzonite dykes and
metasiliciclastics), Dublin Gulch (1.5 million ounces in sheeted veins within
granodiorite), Pogo (5.6 million ounces in high temperature/low level ductile
sub-horizontal quartz veins within gneisses), Donlin Creek (13 million ounces in
high level hypabyssal sedimentary hosted dyke swarms), True North (1.3 million
ounces in a medasediment host, disseminated shear/replacement) and Shotgun
(979,000 ounces in rhyolite porphyry and adjacent sediments).

Property Geology

The Gil Mineral Claims are primarily underlain by the Fairbanks
Schist, a Proterozoic to Lower Cambrian formation derived largely from
sedimentary rocks that have been converted into muscovite-quartz schist and
macaceous quartzite. In certain areas the Fairbanks Schist contains a
metamorphic sub-unit of volcanic provenance called the Cleary Sequence. The
Cleary Sequence is present within the central portion of the claims trending
north-easterly in a narrow band to the Slippery Creek area where it becomes the
host formation for the Main Gil as well as the North Gil zones.

The south-western portion of the Gil Mineral Claims, about
three kilometres south of the Fort Knox pit, in underlain by part of the Gilmore
Dome, a quart monzonitic to granitic pluton which is probably the mother
intrusive to the small stock hosting gold mineralization within the production
pit. The location of additional intrusive rock has become a significant sub-goal
of the Fairbanks Gold exploration programme. Indications of a possible intrusive
rock

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in the headwater area of Slippery Creek are suggested by the
presence of a gravity high outlined in a previous survey as well as petrographic
studies indicating a causative heat source in that direction.

Within the area of the Gil zones, the Fairbanks Gold geological
staff have subdivided the mixed metamorphic, sedimentary and volcanic package
into at least ten separate units which is not an easy task given the scarcity of
outcrop and the highly faulted, segmented complex nature of the property.

Strata strikes N65E dipping to the northwest variably from 35
to 70 degrees. Faults and shears in the Gil claim block strike predominantly
northwest or northeast, as indicated by trenching, drilling, ground based
magnetometer surveys, and ground based radiometric surveys. A ground based
gravity survey in 1999 exposed east to west and northeast trending structures
that were previously unknown. Faults are often coincident with gold
mineralization and commonly contain duly clay gouge, crushed quartz, calcite
veining and/or quartz veining, and can be intensely limonitically stained.

Exploration and Development during the past 3 years

During fiscal 2005, 2006 and 2007, Fort Knox Venture through
its operator Kinross Gold USA, Inc., completed exploration and development work
on this property. This has resulted in the Company being required to pay its 20%
share of expenses, which amounted to $ 111,127 ($98,916 US) in the May, 2006
year. No expenditures were made during the May, 2007 year-end. Further cash
calls are expected in the 2008 year.

In January 2005, we received a preliminary exploration summary
for the Kinross/Teryl Gil Joint Venture program. The Gil Joint Venture
exploration program consisted of geologic mapping, the excavating of four
trenches totaling 1,020 feet, the drilling of 18 reverse circulation drill holes
totaling 4,175 feet, and collecting of over 1,000 rock and soil samples for
assays.

In April 2005, we received the Gil joint venture progress
report for the 2004 exploration program. The goal of the 2004 Gil Exploration
Program was to identify gold targets that could significantly increase the
potential resource of the claim block. Field work began on June 21, 2004 and
took place in the central and eastern portions of the claim area. This included
the Main Gil Area, Sourdough Ridge, Intrusive Ridge, All Gold Ridge and Too Much
Gold Ridge. Exploration activities consisted of geologic mapping, 1,020 feet of
trenching, 18 reverse circulation drill holes totaling 4,175 feet, and the
collection of over 1000 rock and soil samples for gold assay.

Initial fieldwork outlined eight gold targets that warranted
further exploration. Drilling in the final portion of the exploration season
tested five of the eight targets. Also in April, 2005, a program and budget was
approved by Kinross Gold Corp. to move the Gil Joint Venture from the
exploration to the development stage. The approved budget is US$793,800.

Budget Summary -Estimated Cost $USD Permitting 520,000,
Engineering 160,000, Data Folio 75,000, Airborne Geophysics 28,800, Reclamation
10,000, Total 793,800. Permitting - The Joint Venture plans to initiate the
process of permitting the Gil deposit once sufficient baseline data has been
collected. Several state permits and approvals are required which will likely
include a Plan of Operations, Solid Waste Disposal Permit, Storm Water Discharge
MultiSector General Permit for Industrial Activities or a NPDES Discharge
Permit, 404 Wetlands Permit, a Reclamation and Closure Plan and a Monitoring
Plan. The U.S. Army Corps of Engineers will complete an Environmental Assessment
as required by NEPA.

Baseline studies needed include fugitive emissions,
geochemistry, surface and groundwater hydrology, aquatic biota, wetlands
delineation, cultural resource survey, socioeconomic analysis, and noise and
visual impact studies. The cultural resources survey and wetland delineation
were completed in 2004. Surface and ground water hydrology was initiated in
2000. The Environmental Assessment required under NEPA will drive the timeline,
but permitting could be completed in 2006 provided there is no significant
public opposition.

Engineering projects include deposit model, pit design, mine
plan, access road design, geotechnical review for pit slope angles, and
dewatering review of related test work.

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Data Folio - Baseline studies for permitting Gil have been
initiated in 2005 and will continue in 2006 as will the development of mine
plans for the Gil property. Permitting and engineering activities are
significant budgetary items this year. A properly cleaned, compiled, and
interpreted digital database will be used to identify new targets and develop
new target concepts, and will also have obvious value as Gil transitions from
exploration to development.

Airborne Geophysics - A high resolution aeromagnetic and EM
resistivity survey, the draped helicopter survey will be flown along 100 m
spaced lines and at a 30 m ground clearance. Approximately 300 line kms of the
2,310 kms survey will be flown over the Gil Venture property. The purpose of the
survey is to provide resolution of subtle magnetic texture like that associated
with the Fort Knox deposit and to add resistivity as a complimentary data set.
The objective is to produce a more detailed structural and lithologic base map
of the Fort Knox Trend. This base will help focus other targeting activities and
may identify targets for an immediate drill test on the Gil Joint Venture.

In October 2005, we completed a reverse drilling program. The
Gil/Sourdough drilling consisted of 1,560 feet of RC drilling for a total of 9
holes. Additional drilling is planned following seasonal freeze-up to extend the
Sourdough mineralized zone.

On January 26, 2006, an exploration update for the Gil Joint
Venture was released. Two target areas were identified and recommended for
further geologic and geophysical investigation within the Gil Joint Venture
area.

The objective of the 2005 Gil Venture exploration program was
to generate new gold targets by integrating geologic and geochemical information
with newly acquired geophysical data. Work by Fairbanks Gold Mining Inc./Kinross
Gold consisted of an update of the geologic database and a high-resolution
electromagnetic (HEM) airborne geophysical survey.

The database update began in January and continued
intermittently throughout the year. Work focused on revising soil sample
locations using updated GPS coordinates, compiling data for geologic map
production and revising the resource model. Additional database work is planned
for the first quarter of 2006.

In July, 2006 Fugro Airborne Surveys Inc., under contract to
Fairbanks Gold Mining Inc./Kinross Gold, initiated an HEM airborne geophysical
survey of the area. HydroGeophysics Inc. interpreted the geophysical data and
identified several targets within the Gil Joint Venture claim block. Additional
geophysical analysis is scheduled for 2006.

In July of 2006, Hydrogeophysics Inc. (HGI) delivered an
interpretation map with recommendations for geological and geophysical follow-up
based on the low resolution geophysical data. Two target areas were identified
and recommended for further geologic and geophysical investigation within the
Gil Joint Venture area. These targets are as follows:

1) Last Chance Creek

This target occurs on a shear zone approximately 3.1 miles east
and 1.2 miles south of the Fort Knox Mine in close proximity to the south end of
an interpreted intrusive.

The claims in this area are part of the Gil Joint Venture or
are held by Fairbanks Gold Mining Inc.

2) Too Much Gold Creek

The Too Much Gold Creek target lies on a shear located on the
west edge of an intrusive approximately 6.2 miles east and 1.8 miles north of
the Fort Knox Mine. This target is largely located within the Gil Joint Venture,
although a portion lies in the Fish Creek Claims. The Fish Creek claims are 50%
owned by Linux Gold Corp. and optioned to Teryl Resources Corp., but are not
part of the Joint Venture.

The final interpretation was completed on December 16th, 2005
and outlined six areas of interest within or partially within the Gil Joint
Venture. Drill holes for three of these target areas were proposed within the
Gil Joint Venture.

The goal of the 2006 Gil Joint Venture exploration program
should initially focus on completing an overall update of the database. This
would include the production of new geologic and geochemical maps. Fieldwork
should consist of mapping and sampling across interpreted geophysical and
geochemical anomalies. This updated information could then be integrated with
the geophysical data to further define existing exploration targets or

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generate new targets in the Gil Joint Venture claim block. On
July 10, 2006 the Company announced that drilling is to commence this summer on
a new gold target on the Gil joint venture. A total of three drill holes is
initially planned to test the most favorable geophysical target on the Gil Joint
Venture. Drilling has commences as of September 12, 2006.

In September, 2006, the necessary permits were approved, and
drilling commenced on the new gold target on the Gil joint venture. The initial
drill program will consist of three drill holes, and approximately 2000 of
drilling, with a potential for additional drilling pending the results of the
first phase. The new gold target was located by integrating geologic and
geochemical information with the recent geophysical data. Drilling initially is
planned to test the most favorable geophysical target on the Gil joint venture.
As of the date of this 20-F, we have not received data from the drilling
program.

Mineralization

Gold mineralization is contained within two distinct zones
designated the Main Gil and the North Gil, the latter situated 366 metres north
of the former. A third zone showing potential, the Sourdough Ridge zone, occurs
some 790 metres further east and is in the early stages of exploration. To date,
the Main Gil zone has been extensively drill tested over a minimal strike
distance of 1,006 metres to 152 metre depths. Gold values occurs within a
calc-silicate horizon approximately 21 metres thick striking N60E, dipping
between 45 and 70 degrees NW. Indicated resource is calculated to be 10,700,000
tons at 0.04 opt gold.

The host calc-silicate horizon is described as a
biotite-pyroxenite-actinolite-quartz-calcite schist derived from finely
laminated mafic volcanic tuff or impure marl of amphibolite metamorphic grade.
While favourable as a gold-bearing host, the presence of secondary quartz
stockworking, veining and/or faulting/fracturing is vital for elevated gold
values. Veining varies in character but falls into two broad gold bearing
categories: a) discrete white quartz veins up to 1 inch in width; and b) later
discrete thinner quartz-carbonate veins with or without actinolite/pyroxenite.
Both sets dip steeply and both are preceded by apparently barren quartz-feldspar
veins and are cut by later calcite veins.

The presence of abundant pyroxenite and secondary iron rich
actinolite are necessary for high gold values. The latter minerals form as dark
green fibrous mats sub-parallel to foliation and are seen as retrograde
replacement products of hornblende and pyroxene. Fine-grained biotite is also
found in close association. The characteristic dark green colour of the
assemblage is frequently used as an exploration guide for elevated gold values.
Gold deposition is not only caused by system cooling of the aqueous siliceous
solutions but also the replacement of pyroxene by Fe-rich ilmenite and ilmenite
by rutile. This process liberates ferrous iron, the oxidation of which
destabilized the Au(HS)2 complex. The released iron is then free to form pyrite
or pyrrhotite, thus lowering the fugacity of sulphur in the fluid, which also
destabilizes the gold complex. Sulphides include pyrrhotite and pyrite while
oxides are ilmenite and rutile. Magnetic, molybdenite and chalcopyrite are
rarely seen.

The North Gil zone exhibits a slightly different character in
that elevated gold values are entirely associated with quartz veining. A lesser
preference is seen for host units as the veins occur within quartz-mica schists,
the felsic schists (slightly favoured) and/or calcareous biotite-chlorite-quartz
schist. Sulphide contents of less than 1% consist of pyrite and/or calcite
veins. Veins are generally less than two inches wide, dip from 45 degrees to
vertically and consist primarily of white quartz or quartz-calcite with or
without actinolite/pyroxenite. Overall zone dimensions are in order of 1,000 by
500 feet and have been tested to 1,000-foot depths where grades remain strong.
The zone remains open along strike, both to the east and the west.

More persistent gold values are found a) when quartz veining
occurs within the felsic schist or the interlayered felsic schist; b) when
quartz veins occur in or near contacts between lithologies; c) in and around the
margins of shear zones; and d) among areas of increased carbonate rock (calcite
veins and/or marble). A third area receiving increased exploration attention is
the Sourdough Ridge Zone. Four reverse circulation drill holes have returned
values of potentially mineable grade material while an additional two contain
significant values. Two types of gold bearing veins occur within the
calc-silicate units and mica schists, namely quartz-carbonateamphibole and
quartz veins. They tend to be narrow, striking in an east-westerly direction
with near vertical dips. Positive exploration results in this zone imply a
doubling of the previously known mineralized strike length.

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Drilling

Kinross had initially utilized an auger drill in its
exploration on the Gil Mineral Claims. Auger drill depths generally range from
two to 60 feet with the average in the eight to 20 foot range. Cuttings are
assayed using a one assay ton fire assay and a 34 element ICP package. The core
from diamond drilling is generally HQ sized with occasional NQ where reduction
is dictated by faulted ground. The core is logged, photographed and a sample
taken for reference approximately every ten feet. The remaining core is
submitted in five-foot intervals for gold assay using a one assay ton fire assay
with AA finish. As reverse circulation drilling is used for grade evaluation in
a low-grade gold environment, great care is employed in the sampling procedure.
Holes are sampled on continuous intervals of five feet with a quarter split
retained as a sample. A Jones splitter mounted directly below the cyclone is
used when drilling dry while a rotary wet splitter is used when drilling wet.

Sampling, Analysis and Security of Samples

Samples are analysed by one assay ton with an AA finish.
Duplicates of each 10th, 30th, 50th, 70th, 90th sample, and so on, are sent to
the primary lab under different numbers while duplicates of each 20th, 40th,
60th, 80th, 100th, etc., sample are sent to another lab. On every 40th sample,
the primary lab does a recheck at their own facility while every 80th is sent to
an outside lab. A duplicate sample at the end of every logging page, every 100
feet, is taken at the drill and sent to the primary lab. Chemex Labs, and more
recently Bondar-Klegg, have carried out the bulk of Issuers analyses over the
decade. In addition, an experienced gold panner employed at the rig takes a gold
pan full of cuttings at each five foot interval. The cuttings are panned and the
concentrate examined for gold colours, the presence and type of sulphides and,
should suspected tungsten minerals occur, these are placed under an ultraviolet
light for examination. Everything is recorded along with the details of the
lithology. Samplers and loggers are discouraged from wearing jewellery during
work.

Mineral Resources and Mineral Reserve Estimates

Kinross has cited a drill indicated resource figure for the Gil
Mineral Claims of 10,700,000 short tons averaging 0.04 opt, containing 433,000
ounces of gold. This was calculated by polygonal methods utilizing cross
sections and includes only the Main Gil zone.

Metallurgical testing on the Main Gil zone has proven positive.
Preliminary tests indicate that material from the Main Gil is easier to
beneficiate than the Fort Knox ore. Indicated recoveries are in excess of 90%
for the Main Gil and 79% for the North Gil. The positive recovery aspects of the
Gil resource further enhance its eventual placement into the ore category. In
a negative sense, the geometry of the Main Gil zone suggests a fairly high
stripping ratio, possibly in the order of 6:1, overall to a 500-foot depth.

Drilling at the Main Gil has indicated consistent, somewhat
strataform mineralization over a strike length of 2,500 feet. At present, the
numbers indicated would not be viewed as hard mineable reserves. A typical
section is characterized by thin higher grade zones up to 0.6 opt gold
interspersed with relatively wide, low grade or barren intervals. The zone has
been drilled to depths of 500 feet. Thickness is an average of 75 feet. At an
average dip of 65 degrees and a specific gravity of 2.5, such a zone would
contain a resource of 10,795,500 short tons.

The North Gil is characterized by narrow, relatively high
grades zones with intervening zones of low grade to barren rock. The lacking of
any obvious stratigraphic control adds to the difficulty of a resource
calculation, however, the presence of the Main Gil pit one thousand feet to the
south, means that the cost to exploit the adjoining North Gil zone would be
minimal.

The presence of the currently producing Fort Knox mine facility
six miles to the south-west vastly enhances the economics of any deposit within
trucking distance. The experience of the Fort Knox/Kinross/Fairbanks Gold
management group in successfully procuring mining or millsite permits, as well
as dealing with the mining related environmental issues and public hearings in
the Fairbanks area, suggests that any application tendered by the organization
will receive preferential and expedient treatment.

Mining Operations

Currently, there are no mining operations conducted on the Gil
Mineral Claims.

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WEST RIDGE PROPERTY

Description and Location

The West Ridge gold property is located approximately 15 miles
  north of Fairbanks, Alaska, in the Livengood A-2 1:63,360 quadrangle. The propertys
  western margin is crossed by the Elliott Highway, a major paved artery connecting
  Fairbanks to the North Slope oil and gas production facilities at Prudhoe Bay.
  The West Ridge property consists of 48 state of Alaska mining claims covering
  1750.5 acres. The state claims are registered with the Alaska Division of Mining,
  Land, and Water Management with Teryl Resources Corp. as the 100% owner.

Mineral rights in this part of Alaska are administered by the
  State of Alaska. Annual mining claim rents vary according to claim size and
  age and are due and payable by November 30 of each year for State mining claims.
  Claim rentals are paid in addition to annual work commitment on State mining
  claims total ($2.50 per acre per year). Amounts spent in excess of these levels
  are bankable on State mining claims for up to four years into the future. All
  claims on the West Ridge project currently are in good standing. There currently
  are no unusual social, political or environmental encumbrances to mining on
  the project. Two open pit gold mines currently operate within 10 miles of the
  West Ridge project, Fort Knox and True North, both operated by Kinross Gold.
  Teryl currently holds a valid 3-year Hardrock Exploration Permit on the project.
  Additional permits for future work will be acquired from the Alaska Department
  of Natural Resources on an as-needed basis.

Accessibility, Climate and Infrastructure

The West Ridge property is approximately 15 road miles north of
Fairbanks via the paved Elliott Highway. The south side of the property is
accessible via seasonal dirt roads and the Old Murphy Dome Road while the north
side of the property is accessible via the Dome Creek Road and seasonal dirt
roads connecting to it. Land telephone lines and a high voltage electrical power
line service Kinross Golds True North mine, less than 2 miles from the
property. A cellular phone network already covers the West Ridge property. The
greater Fairbanks area supports a population of approximately 75,000 and has
excellent labor and services infrastructure, including rail and international
airport access. Exploration and development costs in the Fairbanks area are at
or below those common in the western United States.



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Snow generally falls on the property in late September or early
October, remaining on the ground until mid to late May. The month of April is
particular productive for drilling and moving heavy equipment over normally soft
or swampy areas which remain frozen. Exploration work involving heavy equipment
is generally suspended during the break up period extending from mid-April
through the end of May and the freeze up interval through mid-October to early
November.

Elevations on the property range from 800 feet to over 1900 feet.
  Topography in the area is dominated by low rounded hills dissected by relatively
  steep walled valleys. Outcrops are scarce except in man-made exposures. Vegetation
  consists of a tundra mat that supports subarctic vegetation. A variably thick
  layer of aeolian silt covers valley bottoms on the property. Permafrost is limited
  to small discontinuous lenses on steep, poorly drained north-facing slopes and
  has posed no hindrance to past exploration. Average annual precipitation is
  13 inches, mostly as snowfall. Mining operations can be conducted on a year-round
  basis and heap leach technology has been profitably employed at two locations
  in the Fairbanks district since 1985.

History

The Dome Creek basin has been one of the most productive placer
gold drainages in the Fairbanks District with the portion of the drainage from
Seattle Creek (draining the central West Ridge project area) downstream to the
townsite of Olnes producing approximately 114,000 ounces of placer gold between
1903 and 1973. The United States Smelting Refining and Mining Company
(USSR&M) conducted dredging in Dome Creek from Seattle Creek to Moose Creek
from 1955  1959. A small scale underground drift mine was operated by Roberts
Mining started from 1989 to 1993 below the lower limit of U.S.S.R. & M.
dredging. During the summer of 1989 Roberts Mining processed about 14,000 cubic
yards of gravel mined the previous winter that averaged 0.04 ounces per cubic
yard. In 1991, Robert's Mining mined 11,470 cubic meters (15,000 cubic yards) of
placer pay at the drift mine, reworking old drifts and removing side pay left by
the early 20th century hand miners. Although limited evidence exists of small
scale surface placer prospecting exists in Seattle Creek, Moose Creek No. 1 and
Moose Creek No. 2, no information is available to the author regarding these
activities or possible production from them.

Several small lode gold and tungsten occurrences occur with and
  adjacent to the West Ridge project. Prior to 1943 a small occurrence of scheelite
  was discovered at the Old Glory prospect on the ridge between Seattle Creek
  and Moose Creek No. 2. A 3-foot zone of weathered schist containing disseminated
  scheelite was found which strikes N44oE and dips 45oSE. The average tungsten
  tri-oxide content was estimated at 0.5 to 1%. Channel samples across 4.5 feet
  of the disseminated scheelite zone contained 0.48% tungsten tri-oxide. A fine-grained
  quartz diorite dike was found 8 feet below the surface in the bottom of a small
  pit sunk in the same trench where the scheelite was encountered. No record of
  production or other exploration is available on this prospect. Vegetation observed
  in 2003 that had grown up in the trench suggests this prospect had not been
  explored of at least 30 years.

Teryl Resources acquired the property in the early 1990s and
conducted limited ground magnetics surveys and power auger soil sampling on 400
foot spaced northsouth lines. This work outlined two broadly defined gold in
soil anomalies, the East anomaly lies on the divide between Seattle and
Steamboat Creeks on the eastern margin of the property. The Western anomaly is
located on the divide between Moose Creek No. 2 and small unnamed tributaries of
Dome Creek in the central portion of the West Ridge property. Follow-up work on
these anomalies was conducted by Kinross in 1998 and 1999 when Kinross completed
widely spaced Bombardier auger soil sampling and followed up by drilling 4
reverse circulation drill holes (1,650 feet) along the old powerline right or
way within the Western anomaly. Kinross terminated its option on the property in
early 2000.

No further work was conducted on the West Ridge prospect until
July 2003 when Teryl retained Avalon Development Corp. to review past work and
make recommendations for future work on the property. Initial efforts focused on
the Old Glory and the newly discovered Black Dome prospects. During the period
July 2003 through January 2004 Teryl funded hand trenching, rock sampling, power
soil auger sampling, trenching and ground magnetics and VLF surveys over the Old
Glory prospect and limited power soil auger sampling, rock sampling and
prospecting on the Black Dome prospect

In September 2004, we discovered a new zone of gold
mineralization. Rock and soil sampling was conducted in August approximately
1,600 meters west of the Old Glory prospect where the Company discovered
significant gold

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mineralization in 2003. Exploration in the newly discovered
area was prompted by past soil sampling conducted by Amax Gold that indicated
anomalous gold and arsenic in soils on the ridgeline between Moose Creek #1 and
Moose Creek #2. Initial sampling consisted of 14 soil samples and 20 rock
samples collected from hand-dug pits.

Of the 175 soil samples collected, 29 returned values greater
than 100 parts per billion gold with the maximum value being 981 parts per
billion. An additional 32 returned anomalous gold values ranging between 50 and
100 parts per billion. Anomalous gold was associated with elevated arsenic,
antimony, lead, bismuth and tungsten. The presence of anomalous bismuth (to 15
ppm) and tungsten (to 370 ppm) in soils suggests that gold mineralization within
the sample grid may be intrusive related, a similarity shared by several other
intrusive-related gold systems the Fairbanks District.

Anomalous gold and pathfinder elements in the 2004 soil grid
occur in four discrete areas of the grid and all four areas are open to
expansion into lands owned and leased by Teryl.

No field work was conducted on the West Ridge property during
the fiscal years ended 2006 or 2007.

Geological Setting

Bedrock geology of the Fairbanks Mining District is dominated
  by a N60-80E trending lithologic and structural trend covering a 30-mile by
  15-mile area . The southern two-thirds of the West Ridge project is situated
  primarily in lower to middle Paleozoic metavolcanic and metasedimentary rocks
  of the Cleary Sequence and Fairbanks Schist. These rocks are in fault contact
  along the northeast trending Eldorado Fault which separates Fairbanks Schist
  on the south from eclogite and amphibolite facies rocks of the Chatanika Terrane
  on the north. Rocks of the Cleary Sequence and Fairbanks Schist are exposed
  in the Cleary antiform, the northern of two northeast trending antiformal belts
  present in the district.

Lithologies in the Fairbanks Schist include quartz muscovite
schist, micaceous quartzite and biotite quartz mica schist. These lithologies
have been metamorphosed to the lower amphibolite facies. Lithologies within the
Cleary Sequence include quartzite, massive to finely laminated mafic to
intermediate flows and tuffs, calc-schist, black chloritic quartzite,
quartz-sericite schist of hydrothermal origin and impure marble.

Most investigators believe rocks of the Cleary Sequence and Fairbanks
  Schist have been over thrust from the northeast by eclogite to amphibolite facies
  rocks of the Chatanika terrane. The Chatanika terrane consists of quartz muscovite
  schist, carbonaceous quartzite, impure marble, garnet feldspar muscovite schist,
  and garnet-pyroxene eclogite that have yielded Ordovician Ar40/Ar39 age dates.
  Motion on the Chatanika thrust fault has been dated at approximately 130 million
  years, Metamorphic histories of the Chatanika eclogite and Fairbanks Schist
  within the Yukon Tanana Terrane, Alaska, as revealed by electron microprobe
  geothermometry and 40AR/39AR single grain dating and resulted in structural
  preparation of favorable host units in the Chatanika terrane and adjacent lower
  plate rocks. Evidence from the district and from other parts of Interior Alaska
  with similar geologic histories suggest rocks classified as part of the Cleary
  Sequence may in fact be both Fairbanks Schist and Chatanika terrane rocks separated
  by multiple low angle structures that could be either thrust or gravity faults
  or both.

Intrusives in the Fairbanks district have yielded Ar40/Ar39 and
K-Ar dates of 85-95 million years. These intrusives range in composition from
diorite to granite and possess elevated Rb/Sr ratios indicative of significant
crustal contribution to subduction generated magmas. Several granodiorite to
aplite intrusive bodies are present in the West Ridge project area. The presence
of hypabyssal intrusives and sporadic Au and Au-W mineralization in the West
Ridge project area suggests the area may be underlain by more extensive
intrusive bodies similar to those on Pedro Dome and Gilmore Dome. This
conclusion is supported by airborne geophysical surveys. Mineralization within
the Pedro Dome, Gilmore Dome and Dolphin intrusive complexes suggests plutonic
rocks pre-date or are contemporaneous with mineralization.

Rocks on the West Ridge project are folded about earlier
northwest and northeast trending isoclinal recumbent fold axes followed by an
open folded N60-80E trending system. Upper plate rocks of the Chatanika terrane
have been affected by more intense northwest and northeast trending isoclinal
and recumbent folding followed by folding along the same N60-80E trending axis
which affected lower plate rocks. Lithologic packages in both the upper and
lower plates are cut by steeply dipping, high angle northwest and northeast
trending shear zones, some of which are

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mineralized. Airborne magnetic data in this part of the Fairbanks
  District indicate the presence of district scale east-west and northeast trending
  structures which appear to pre-date N60-80E folding. Although little empirical
  evidence exists from the West Ridge property itself, gold mineralization on
  the West Ridge project probably post-dates regional and district scale folding
  and probably is contemporaneous with or slightly younger than district-scale
  northeast trending structures and plutonic activity.

Deposit Types

Recent discoveries in the Fairbanks District have outlined a
series of distinctive mineral occurrences which appear to be genetically related
to mid-Cretaceous plutonic activity which affected a large area of northwestern
British Columbia, Yukon, Alaska and the Russian Far East. This work, based on
extensive geologic and structural mapping and analytical studies (major and
trace element analysis, fluid inclusion microthermometry, Ar40/Ar39
geochronology, and isotope analysis) has provided new information regarding gold
metallogenesis in the Fairbanks district. A synthesis of this information
suggests an ore deposit model in which gold and high CO2 bearing fluids
fractionate from ilmenite series, I-type mid-Cretaceous intrusions during the
late phases of differentiation. The gold is deposited in anastomosing pegmatite
and/or feldspar selvage quartz veins. Brittle fracturing and continued fluid
convection and concentration lead to concentration of gold bearing fluids in
intrusions and schisthosted brittle quartz-sericite shear zones. Carbonate
and/or calcareous metamafic horizons host W-Au skarns and replacement deposits.
Structurally prepared calcareous and/or carbonaceous horizons may host
bulk-mineable replacement deposits. These occur most distal to the intrusions
within favorable host rock in the Fairbanks Schist and Chatanika Terrane.

Seven different potentially economic gold deposit types have
been identified in Interior Alaska and the Fairbanks district. They are: Gneiss
or high-grade schist-hosted quartz veins or metasomatic replacement zones
proximal to or within causative intrusives. Metals associated include Au, Bi,
and As and possibly Cu and W. Pogo (5.6 Moz) and Gil (433,000 oz) are examples
of such mineralization. There is a strong genetic relationship between the
causative intrusion and gold mineralization but no obvious spatial relationship.

Stockwork-shear style mineralization hosted in porphyritic
intermediate to felsic intrusives. Mineralization contains Au with anomalous Bi,
Te, W and trace Mo. Examples include Fort Knox (7.2 Moz) and Dublin Gulch (+1
Moz). There is a strong genetic and spatial relationship between host intrusion
and gold mineralization. Porphyritic stockwork with intrusion/schist shear
hosted Au-As-Sb (Ryan Lode, 2.4 Moz) with a strong genetic and spatial
relationship between host intrusion and gold mineralization,

Base metal ± Au, Ag and W intrusion hosted mineralization with
both spatial and genetic relationship between precious metal mineralization and
intrusion. Examples include Dolphin (0.6 Moz) and Silver Fox prospects.
Structurally controlled mineralization hosted by schist-only high angle shear
zones and veins. Associated metals include Au, As, Sb, Ag, Pb and W in low
sulfide quartzcarbonate veins. Alteration adjacent to veins is pervasive
quartz-sericite-sulfide alteration that can extend for up to one mile from the
source structure. Deposits were mined heavily prior to World War II and are
noteworthy because of their exceptional grades (+1 to +5,000 opt Au). Examples
include Cleary Hill (280,000 oz production), Christina, Hi Yu (110,000 oz
production) and Tolovana (500 oz production) veins. There is a strong genetic
relationship between the causative intrusion and gold mineralization but no
obvious spatial relationship. Low angle, disseminated, carbonate-hosted Au-As-Sb
mineralization associated with brittle thrust or detachment zones distal to
generative intrusives. The True North deposit (1.3 Moz) is an example of this
type of mineralization. There is a strong genetic relationship between causative
intrusions and gold mineralization but no obvious spatial relationship.

Shear-hosted monominerallic massive stibnite pods and lenses.
Trace As, Au, Ag and Pb but these prospects are noteworthy because they appear
to represent the most distal end members of the intrusive gold hydrothermal
systems. Examples include Scrafford and Stampede mines. There is a strong
genetic relationship between causative intrusions and gold mineralization but no
obvious spatial relationship.

Mineralization

Little is know of the controls for mineralization on the West
Ridge project however gold mineralization in the Fairbanks District is well
documented and reasonably well understood. The majority of the mineralized
structures in

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the district trend either N60-80W and dip steeply to the
southwest or N40-60E and dip steeply to the northwest. These shear zone
geometries and their distribution may represent sympathetic structures generated
by regional scale shear couples related to Tertiary (post 55 Ma) motion of the
Tintina and Denali faults.

Examination of the spatial arrangement of gold occurrences in
  the Fairbanks District suggests clusters or swarms of gold-bearing veins, stockworks
  and shear zones are controlled by a series of district-scale northeast-trending
  structures regularly spaced approximately 8,000 feet (2.4 km) apart across the
  district. These structures were first identified as district scale features
  evident on public airborne geophysical surveys conducted in the mid-1990s.
  Their periodicity with respect to clusters of known gold occurrences was unrecognized
  prior to that time. The Eldorado fault, which cuts through the West Ridge property,
  is the best documented of these district scale northeast structures and appears
  to control mineralization at both the Ryan Lode (2.4 million ounces) and the
  True North (1.3 million ounces) deposits. This 8,000-foot periodicity extends
  to the east where it is associated with the 600,000 ounce Dolphin deposit and
  several of the districts largest past-producing lode gold mines. Gold
  mineralization to the west of the Eldorado Creek fault in the Treasure Creek
  area and the Sheep Creek area of Ester Dome may also be controlled by regularly
  spaced northeast trending structures.

The other recently recognized feature of gold mineralization in
the West Ridge area is related to the structural relationship between lower
plate rocks of the Fairbanks Schist  Cleary Sequence and upper plate rocks
of the Chatanika Terrane. Published maps of the district indicate that the
contact between the overlying Chatanika Terrane and rocks of the lower plate are
marked by a single north-dipping thrust plane that strikes northeast. This
thrust event was dated at 130 Ma based on data derived from a single core hole
drilled by Placer Dome on Marshall Dome several miles east of the West Ridge
project. The actual contact between upper and lower plate rocks is not exposed
at surface anywhere along its mapped trace so the inferred motion direction
(thrust versus low-angle gravity fault) is unknown. With the exception of gold
and antimony mineralization in the vicinity of the True North deposit, published
geologic maps of the district indicate that all of the historic lode gold,
tungsten and antimony occurrences in the district are hosted in lower plate
rocks. However, geological and geochemical data from the West Ridge property
suggest that lode gold mineralization on the Old Glory prospect on the West
Ridge project is hosted in a zone containing mixed lithologies derived from both
upper and lower plate rocks. This mixed zone appears to may be the result of
multiple en-echelon low angle structures separating upper and lower plate rocks.
If this interpretation is correct, the grade and geometry of gold mineralization
in the West Ridge project area may be controlled in part by district-scale
northeast trending master structures and favorable physio-chemical conditions
in host rocks separated by en-echelon low-angle faults related to emplacement of
the Chatanika Terrane.

Drilling and Exploration and Development

Prior to the work conducted by Teryl in 2003 the only
significant exploration work conducted on the West Ridge project was that
conducted by Teryl (1992-96) and Kinross (1998 and 1999, See History). Teryls
efforts consisted of ground magnetics and soil auger sampling which identified
the East and West anomalies (see History). Except for gold values, details of
these surveys are not available to the author. A total of 718 soil auger samples
were collected by Teryl with gold values ranging from 2 to 990 ppb (Teryl,
1996). Anomalous gold was clustered in two locations in the central part of the
property on the ridge between Moose Creek and Seattle Creek and on the divide
between upper Dome Creek and Steamboat Creek. A single anomalous soil sample
containing 215 ppb gold was detected near the Old Glory prospect but was not
associated with other anomalous soil samples.

In 1998 Kinross Gold, then operating the Fort Knox project and
conducting district-scale work on a number of other projects acquired the West
Ridge property and completed due diligence sampling that confirmed the presence
of anomalous gold, arsenic and antimony on the East and West Anomalies.
Additional widely spaced Bombardier soil auger sampling was completed in 1999
and reverse circulation drilling was conducted on the West anomaly. This work
identified two large gold in soil anomalies, the East and West anomalies. The
West anomaly measures 4,000 feet NW-SE by 3,000 feet NE-SW and contained
numerous samples with +100 ppb gold and +200 ppm arsenic. Limited surface rubble
crop returned anomalous gold in felsic intrusive and quartzite with the values
ranging from <5 ppb to 16.45 ppm. The East anomaly, while containing lower
overall geochemical values, is over 7,000 feet long NE-SW and extends off the
West Ridge property to the northeast. Gold in soils on the East anomaly reached
a high of 1.64 ppm. A single sample anomaly containing 960 ppb gold was
identified 2,000 feet west of the Old Glory prospect but the Old Glory prospect
was not covered by the Kinross soil sampling grid.

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Kinross conducted follow-up reverse circulation drilling in 5
holes (1,650 feet) on the West anomaly. This drilling failed to intersect
significant mineralization except for a 20 foot interval in hole WR1 with
returned 0.033 opt gold from 115 to 135 feet and a 10 foot interval in hole WR4
with returned 0.040 opt gold from 340 to 350 feet. Gold-bearing intrusive rocks
that were mapped and sampled at the surface were not found to be extensive in
drilling. Anomalous gold in drill cuttings was associated with elevated arsenic
and antimony similar to other gold-bearing systems in the central Fairbanks
Mining District. Kinross terminated its interest in the property prior to the
2000 exploration season.

In July of 2003 Teryl retained Avalon Development to evaluate
the West Ridge project and make recommendations for future exploration. This
evaluation revealed a number of significant gold and pathfinder anomalies where
no follow-up work had been completed. Initial field exploration efforts in 2003
focused on the Black Dome area of the property where prospecting revealed the
presence of a previously undocumented abandoned adit/trench on the north facing
ridge above the Dome Creek. Chatanika terrain eclogite, black carbonaceous
schist and quartzite are exposed in the walls of the excavation which appears to
date back to the 1950s. Samples of the carbon rich, Fe-oxide stained
carbonaceous schist returned a high of 105 ppb gold. Due to the low gold
concentrations and lack of quartz stockwork veining characteristic of upper
plate mineralization, exploration emphasis was shifted to the south to the Old
Glory prospect.



Initial efforts at the Old Glory prospect included
hand-trenching in the vicinity of the historic tungsten-bearing trench. Grab
rock sampling conducted in and around this old slit trench produced several
significant gold values with associated with highly anomalous arsenic and
sporadic anomalous lead, bismuth, antimony and tungsten. The presences of
gold-bearing calc-silicate alteration in some rock samples and sporadic
anomalous bismuth (<2 to 144 ppm) suggests the presence of a gold favorable
intrusive system similar to that being drilled currently by Kinross Gold at
their Gil project in the eastern Fairbanks District.

The extent of this type of mineralization and the possible
presence of the causative intrusive were unknown so a small closely spaced (10
meter spacing) soil auger grid was placed over the Old Glory discovery area.
This work

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revealed a 100 square meter + 50 ppb gold anomaly within which
56 out of 121 samples contained over 100 ppb Au with a high of 1,155 ppb Au. An
expanded soil sampling program was conducted August-October and consisted of an
additional 405 soil auger samples on 25 meter centers.

Geochemical data from the two integrated grids delineated at
least two prominent structural trends associated with gold mineralization at Old
Glory. The dominant trend for gold in soils is N30E. This trend lies along a
mapped district-scale northeast trending linear defined from airborne
geophysical surveys. A less apparent N45W trending gold anomaly can also be
interpreted from the soil geochemistry however the northwest trending anomalies
are less continuous and of lower magnitude than the northeast trending
anomalies. There is a strong correlation in soil geochemistry between Au, As and
Sb and to a lesser degree with Bi and W. Gold, arsenic and antimony are elevated
within a northeast trending corridor measuring 650 meters in length by 375
meters in width. The anomaly remains open to expansion beyond the limits of the
soil auger grid. Gold, arsenic and antimony also display less obvious northwest
trending soil anomalies suggesting the northwest trending mineralization
pre-dates the district-scale northeast shear system.

Soil geochemistry also delineates a remarkably clear boundary
between schists of the Chatanika Terrane, Fairbanks Schist and Cleary Sequence
on the south and hornblende granodiorite to the north. This intrusive is thought
to be the western limit of the Pedro Dome intrusive. Limited rubble crop of the
Pedro Dome intrusive exists along the old powerline access road on the north end
of the soil grid. These rubble crops are unaltered and unmineralized as are most
of the soil chips collected from soil samples in the northern 1/3 of the soil
grid area. However, more felsic derivatives of the Pedro Dome intrusive are
concentrated along the intrusive  schist contact and intruding into the schist
units south of the main contact. These contact units are strongly sericite
altered and contain variable amounts of gold and pathfinder elements. Soil
geochemistry suggests potassic alteration and Au-As-Sb mineralization are
associated with these marginal phase intrusives. In addition elevated bismuth
values in soils, while generally low (3-5 ppm), are generally located within or
proximal to sericite-altered granodiorite. These findings suggest gold
mineralization may be related to late-stage intrusives which are in turn
controlled by the district scale northeast trending structures. Similar genetic
conclusions have been drawn for two other deposits in the district: the 1.3
million ounce True North deposit mineralization, located along the Eldorado
fault, a district-scale northeast trending structure that is parallel to and
approximately one mile northwest of the Old Glory area, and the 0.6 million
ounce Dolphin deposit located along a similar northeast trending linear that is
parallel to and approximately one-half mile southeast of the Old Glory area.

The preliminary rock sampling and soil auger sampling results
prompted Teryl to approved backhoe trenching over the central portion of the Old
Glory soil anomaly. Three trenches (342 meters total) were excavated, mapped and
sampled in October 2003. In addition, ground based magnetics and VLF-EM surveys
that parallel trenches were completed in late November and a follow-up magnetic
survey was completed in mid January 2004 to expand geophysical coverage to the
south of the trenches.

Two of the three trenches were oriented west-northwest to cross
the main trend of soil anomalies and the predominant structural grain through
the Old Glory area. The other was oriented N30E parallel to and within the heart
of the Old Glory soil anomaly. Overburden thickness ranges from about 3 to 8
feet and consisted of thawed aeolian silt on heavily weathered bedrock. Trench
WR-1 is a total of 155 meters in length, trench WR-2 was 72 meters in length and
trench WR-3 was 115 meters in length. Each trench was mapped and chip channel
samples collected from the floor of the trench. Geochemical sampling was
conducted on 1 meter centers for altered and/or mineralized intervals and 2
meter centers for unaltered rocks. Samples collected for trenches WR-1, WR-2,
and WR-3 totaled 119, 35, and 93, respectively. An additional 34 samples were
collected as high-grade material from selected locations.

The dominant lithologies present in the WR trenches include
massive to thinly bedded gray quartzite, massive to fissile brown and buff
micaceous quartzite, and fissile brown to gray quartz mica schist. Less common
lithologies observed include dark gray aphanitic quartz porphyry dikes, eclogite
and biotite diorite to granodiorite. Barren metamorphic sweat quartz lenses
from 1 to 3 centimeters in width are common and normally parallel metamorphic
foliation. Unaltered rocks generally weather rusty brown-orange to rusty
orange-brown.

Folding, faulting and shearing of varying degrees and
orientations were observed in the West Ridge trenches. In general, foliation
(S1) and original bedding (S0) are parallel and dip variably to the south. Small
folds are common

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with a predominant fold axis orientation of 070o with axes
plunging 14oE. There is no preferred orientation for faults. Dominant trends are
NE, NW, and E-W +/- 20o. with variable but generally steep (+60o) dips. Faulting
and shearing appear to be polyphase and some evidence was observed for foliation
plane or low angle displacement. Shears are characterized by variable sericite
alteration and occasional quartz veins/lenses. Several orientations of vertical
to steeply dipping joints also are present, the most prominent being N20-25oE,
N80oW, N80oE, and N40oW.

Sericite alteration is pervasive in rocks containing
significant anomalous gold and/or pathfinder elements and varies from weak and
patchy in less altered rocks to pervasive and strong in highly altered rocks,
most commonly where host rocks are cut by shear zones or at contacts with
altered granitic rocks. Secondary oxidation products consists of As, Sb, Fe, and
Mn oxides. Relative trace element concentrations help in identification between
and among the various rock types at the nearby True North mine and proved useful
in helping distinguish between oxidized, hydrothermally altered and fresh units
within the Chatanika terrane, Cleary Sequence and Fairbanks Schist.

Quartz of hydrothermal origin was observed in all trenches,
most commonly as 1 to 15 cm veins or stockwork veins in shear zones. Although
surface oxidation is nearly complete, small amounts of unoxidized vein material
remains in some of these shears and contain 1-3% sulfide/sulfosalts including
arsenopyrite, pyrite, stibnite and/or boulangerite-jamesonite. The best
exposures of mineralized shear zone was about the 70-meter mark of trench WR-1.
The shear zone at this location is controlled by a steeply south dipping fault
trending 290o. The immediate 10 meters in the hanging wall (south side) of this
mineralized structure contained abundant slickensides. The shear itself consists
of 30 cm of mineralized milky quartz vein and sericite altered schist fragments.
A one-meter chip channel rock sample from this shear returned 595 ppb gold and
2,430 ppm arsenic. Grab samples from this same zone returned 2,120 ppb gold and
5,280 ppm arsenic.

Trench 2 intercepted variably mineralized rock but failed to
return plus-1 gram per tonne gold values from channel or grab samples. The best
interval in trench 2 was a six-meter zone from 18 to 24 meters that returned
three consecutive 2-meter samples which returned 189, 705 and 136 ppb gold,
respectively. The first of these three samples contained a small dike of dark
greenish gray siliceous sericite-altered intrusive suggesting a genetic
relationship between anomalous gold and intrusive rocks on the prospect. Trench
WRTR0303 was oriented northeast  southwest and extended from trench WRTR0302 on
the north through and beyond trench WRTR0301 on the south. The southern 15
meters of trench 3 intercepted a diorite to granodiorite intrusive which had
been noted in soil chips. This intrusive was highly oxidized but was strongly
sericite altered where fresh rock was present. Oxidized sulfide cast suggest the
fresh rock contained 1%-5% total sulfides. This intrusion is also cut by two
white aplite dikes. Geochemistry from channel samples collected in trench 3 show
a dramatic increase in gold and arsenic content within the intrusive. The
14-meter section of the trench which intercepted the intrusive averages 660 ppb
gold and 1,022 ppm arsenic with the highest grade portion of this interval being
a two-meter zone nearest the country rock contact which averaged 2,052 ppb gold
and 2,527 ppm arsenic. The intrusive mineralization remains open to expansion
beyond the end of trench WRTR0303.

Following return of geochemical results from the 2003 trenching
program, two ground geophysical surveys were conducted over the Old Glory
prospect. The initial survey consisted of magnetics and very low frequency
electromagnetics (VLF-EM) lines which were coincident with the three trenches.
These surveys revealed the presence of several coincident magnetic and VLF-EM
anomalies. Coincident magnetic and VLF-EM anomalies outlined in trenches 1 and 2
suggested that alteration and mineralization are likely controlled by a
northeast striking structural zone which has an apparent dip of 55 degrees to
the west. This interpretation is in agreement with soil geochemistry collected
earlier in the season. In addition, the magnetic response from last 15 meters of
trench WRTR0303 was markedly lower that the surrounding traverses within the
metamorphic country rocks suggesting magnetic surveys could be a useful tool in
tracing the extent of the mineralized intrusive encountered in trench 3.
Magnetic lows are known to be associated with gold-bearing intrusives elsewhere
in the Tintina Gold Belt.

A follow-up magnetic survey was completed over the Old Glory
prospect in January 2004 in an attempt to determine the extent of the intrusive
rocks encountered in trench WRTR0303. This survey consisted of three lines
ranging from 500 to 700 feet in length which extended from the south end of
trench 3 in a fan pattern to the southwest, south and southeast. All three lines
showed a marked decrease in magnetic response to the south suggesting a possible
schist  intrusive contact in that area. Additional exploration will be required
to determine if significant gold mineralization is associated with this probably
contact zone.

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Drilling

Past drilling on the West Ridge property was conducted by
Kinrsoss Gold in 1999. (see History). This work consisted of 4 reverse
circulation drill holes (1,650 feet).

A magnetic survey was conducted January 26th, 2004. The survey
was a southern extension to the earlier work based on prior trenching and soil
sampling, and is an attempt to define the southern limits of the intrusive -
hosted schist.

In September 2004, we announced the discovery of a new zone of
gold mineralization. Rock and soil sampling was conducted in August
approximately 1,600 meters west of the Old Glory prospect where the Company
discovered significant gold mineralization in 2003. Exploration in the newly
discovered area was prompted by past soil sampling conducted by Amax Gold that
indicated anomalous gold and arsenic in soils on the ridgeline between Moose
Creek #1 and Moose Creek #2. Initial sampling consisted of 14 soil samples and
20 rock samples collected from hand-dug pits.

One of two areas selected for this work returned soil samples
containing gold values ranging up to 848 ppb with elevated arsenic and antimony
values. Gold, arsenic and antimony values were consistently higher in soil
samples collected over granodiorite intrusive host rocks suggesting a possible
genetic association between the intrusive rocks and gold mineralization. Rock
samples collected from the same hand-dug pits where soil samples were collected
returned gold values ranging up to 4,350 ppb (4.3 gpt or 0.127 opt). Gold was
associated with anomalous arsenic and antimony and was hosted by iron oxide
stained quartz-bearing intrusives and quartz-mica schist of the Fairbanks
Schist. The extent of the mineralization is open to expansion beyond the areas
sampled to date in 2004.

In November 2004, a total of 161 power auger soil samples were
collected on a small grid over the southern part of the West Ridge claims
adjacent to and within the block of State Trust land leased to Teryl. In
addition to the 161 auger samples, 14 shovel soil samples were collected in the
same area as previous rock sampling which returned gold values ranging up to
4,350 ppb (4.3 gpt or 0.127 opt). The grid was extended to the south onto the
northwestern edge of the Fox Creek claims in an attempt to see if mineralization
on the two properties could be linked via soil samples.

Of the 175 soil samples collected, 29 returned values greater
than 100 parts per billion gold with the maximum value being 981 parts per
billion. An additional 32 returned anomalous gold values ranging between 50 and
100 parts per billion. Anomalous gold was associated with elevated arsenic,
antimony, lead, bismuth and tungsten. The presence of anomalous bismuth (to 15
ppm) and tungsten (to 370 ppm) in soils suggests that gold mineralization within
the sample grid may be intrusive related, a similarity shared by several other
intrusive-related gold systems the Fairbanks District.

Anomalous gold and pathfinder elements in the 2004 soil grid
occur in four discrete areas of the grid and all four areas are open to
expansion into lands owned and leased by Teryl.

Trenching

Geochemical results from the three West Ridge trenches indicate
the presence of widespread elevated gold, arsenic and antimony with sporadic but
lower level anomalous lead, molybdenum, bismuth and tungsten . Host rocks
consist of quartz mica schist, quartzite, felsic intrusives and breccia zones
containing one or more of these rock types and clearly show a strong shear zone
at about 70 meters in Trench 1 which separates quartzite and quartz mica schists
of the Fairbanks Schist with low level gold and pathfinder levels on the west
from more elevated gold and pathfinder levels to the east. Host rocks east of
this structure contain elevated levels of Mg, K, Ba, Ca, Ba, Sr, and V and
appear to be composed of host rocks with compositions similar to eclogitic rocks
of the Chatanika Terrane, an allochthonous terrane which hosts the True North
deposit to the northwest but which has never been identified as being present on
the West Ridge claims. The shear at the 70 meter mark returned grab samples with
values up to 2.12 grams per tonne gold and 5,280 ppm arsenic and strikes to the
northeast. This shear probably is responsible for the northeast-trending
gold-in-soil anomaly outlined previously by auger sampling. The extension of
this shear into

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Trench 2 did not yield significant gold mineralization but did
correspond to a 10-meter section of the trench with anomalous gold, arsenic and
antimony mineralization.

The most significant intervals encountered in trenching came
  from the last 15 meters of trench 3 which averaged 596 ppb gold and intersected
  a highly oxidized sericite altered diorite to granodiorite intrusive containing
  up to 2.98 grams per tonne gold with 3,140 ppm arsenic. This intrusive did not
  contain anomalous Pd, Ag, Sb, Bi or W. Alteration associated with the intrusive
  included strong sericitic alteration and a marked increase in aluminum and sodium
  values. This sort of silicate alteration is normally associated with albitization
  in and adjacent to gold-bearing intrusives in the Tintina Gold Belt of Alaska
  and the Yukon. This intrusive mass remains open to expansion to the west and
  south into an area of the previously completed soil auger grid where gold soil
  values are consistently anomalous (+50 ppb) and reach up to 1,000 ppb. This
  portion of the soil grid, measuring at least 100 meters north-south by 150 meters
  east-west, is defined by an amorphous gold-in-soil pattern similar to that seen
  in intrusive hosted gold occurrences elsewhere in the district. This portion
  of the grid also grab rock samples which returned up to 10 grams per tonne gold
  from quartz-vein float, the highest grades recovered from the property to date.

Sampling Method and Approach

All rock samples collected during the 2003 field programs were
marked in the field using Garmin 48XL and Garmin Etrex hand-held GPS units. Each
grab rock sample collected for geochemical analysis was accompanied by a
separate hand sample retained for reference purposes. Each soil sample collected
for analysis was accompanied by a separate lithology sample that was washed,
logged and added to the digital database. Samples collected were placed in
double nylon shipping sacks and picked up at a secured warehouse by
representatives of ALS Chemex of Fairbanks.

Soil sampling completed in 2003 consisted of power auger soil
sampling using 3-inch wide auger flights powered by man-portable gas powerheads.
Sampling protocols in place for the program dictated that only top of bedrock
soil samples would be collected. Samples were not collected at sample stations
where overburden was deeper than the 12 feet of auger flight on hand or where
discontinuous permafrost prevented sampling at the soil  bedrock interface.
Trench channel sampling conducted in October was conducted with geologic pick
and chisel.

Sample Preparation, Analyses and Security

All samples collected in 2003 were prepared by ALS Chemex at
their Fairbanks preparation facility and analyzed by ALS Chemex at their North
Vancouver laboratory. The entirety of each grab and channel rock sample was
crushed to 85% passing 75 microns (200 mesh). The entirety of each soil sample
collected in 2003 was dried, sieved through a 180 micron (80 mesh) screen and
pulverized to +85% passing 75 microns (200 mesh). All soil and rock samples were
analyzed for Au by 30 gram lead collection fire assay techniques with an atomic
emission spectrographic finish. In addition each sample was analyzed for a suite
of 27 trace elements using a four acid digestion procedure followed by
inductively coupled plasma (ICP) finish. Pulps and rejects from the 2003 program
were returned to Avalon Developments Fairbanks warehouse for permanent storage.

Data Verification

Sample blanks composed of Browns Hill Quarry basalt from the
Fairbanks Mining District, Alaska were inserted as the first sample in a
submittal and thereafter in the same submittal on a minimum 1 for 25 basis. A
total of 82 sample blanks were inserted into the sampling sequence for the 2003
program. Extensive previous analysis of this same blank rock type has given
Avalon a large geochemical database for use on a comparative basis. Analyses
performed by ALS Chemex on the blanks from the West Ridge project indicate no
unusual or spurious sample results in the blanks submitted. No standards were
included in analytical sample shipments.

Mineral Processing and Metallurgical Testing

There has been no mineral processing or metallurgical testing
on mineralized material from the West Ridge property.

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Mineral Resource and Mineral Reserve Estimates

There are currently no mineral resources or mineral reserve
estimates on the West Ridge property.

Mining Operations

Currently, there are no mining operations conducted on the West
Ridge Mineral Claims.

Fish Creek Claims

The Fish Creek gold claims lie adjacent to the Gil Claims.

The Fish Creek project is located 25 miles north of Fairbanks
in a road accessible mining district with excellent land status and
infrastructure. The project is located within host rocks that contain
commercially viable mineralization elsewhere in the Fairbanks Mining District
and is located on streams that were mined extensively for alluvial gold in the
past both upstream and downstream of the Fish Creek project. Limited exploration
conducted between 1992 and 2003 did not reveal significant bedrock exposures of
mineralization however a significant lode gold deposit has been outlined
immediately adjacent to the Fish Creek property on the south (the Gil deposit)
and the Fort Knox gold mine, a large-scale open pit gold mine 3 miles upstream
from the Fish Creek property has been in operation since 1996. Wide-spaced
placer gold drilling on a small area of the property conducted in 2003 did not
encounter significant placer gold mineralization however, more extensive and
closer spaced placer gold drilling conducted in 2004 indicated the presence of
significant concentrations of placer gold on the claims.

On March 5, 2002, the Company and Linux Gold Corp. entered into
an agreement whereby we could earn up to a 50% interest in the Fish Creek
mineral claims located in the Fairbanks district of Alaska, USA, by expending
$550,750 ($500,000 US) within three years and issuing 200,000 common shares
(issued December 16, 2002 at $0.08 per share). Linux will have a 5% net royalty
interest until we pay $2,203,000 ($2,000,000 US). The agreement was extended to
expire on March 5, 2007, and subsequently extended again to expire on March 5,
2009. The Company issued 100,000 common shares to Linux as consideration for the
2007 extension.

The following map shows the location of and access to our
property.



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A ground magnetic survey was completed on the Fish Creek
property on November 20, 2003 on the right limit (southeast) side of Fish Creek
Valley, approximately 600  700 feet down-valley from the toe of the Fort Knox
mine fresh water supply dam. This program was an orientation survey to test the
right limit bench of Fish Creek for a suspected buried placer gold-bearing
channel. High grade gold placer accumulations were encountered in a narrow
right-limit channel during excavation of the Fort Knox mine fresh water dam site
but their extent and grade downstream on the Fish Creek property has never been
explored. Magnetic surveys of this type have been successful in locating
elevated magnetic field intensities associated with the heavy, magnetic mineral
concentrations often associated with placer gold accumulations. The field survey
consisted of two lines with 200-foot line spacing and 10-foot station spacing,
which appears to provide sufficient detail to extrapolate magnetic data between
lines. Total field and vertical gradient magnetic data have a good correlation,
suggestive of adequate base station data. Signatures from the two traverses are
interpreted to cross five features, of which three have the possibility of being
associated with alluvial concentrations of various characteristics.

The two anomalies recommended for physical testing are those
indicative of alluvial heavy magnetic mineral concentration encountered on the
west side of Lines 100N and 300N, just east of Fish Creek, and the strong
anomaly on the eastern extent of Line 300N. Depth estimates for these targets,
are generally 8 to 12 feet. A program of additional ground magnetics followed by
trenching and/or large-diameter auger drilling to evaluate the two most
promising alluvial gold targets was recommended for early 2004.

In March, 2003 our geologist consultant, Avalon Development
Corp., completed the Fish Creek reverse circulation drilling program. A total of
five holes were drilled to test several magnetic anomalies for potential placer
and lode gold mineralization. However, assays on the first phase of drilling on
the Fish Creek claims, Alaska, have not revealed economic values on four out of
the five hole reverse drilling program. Hole number five, however, intercepted 5
feet of 2.33 PPM gold between 45  50 feet from surface. The five-hole reverse
circulation drill program was completed to test several magnetic anomalies for
placer and lode gold values.

A ground magnetic survey was completed on the Fish Creek
property on November 20, 2003 on the right limit (east) side of Fish Creek
Valley, approximately 600  700 feet down-valley from the toe of the Fort Knox
mine fresh water supply dam. Extremely high grade gold placer accumulations were
encountered in a narrow right-limit channel during excavation of the Fort Knox
mine fresh water dam site but their extent and grade downstream on the Fish
Creek property has never been explored. A two person crew, consisting of James
Munsell, from Avalon Development and equipment operator, Kerry Adler from
On-Line Exploration Services, Inc. conducted the survey. This was an orientation
survey to test the right limit bench for a suspected buried placer gold-bearing
channel east of Fish Creek. Surveys of this type have been successful in
locating elevated magnetic field intensities associated with the heavy, magnetic
mineral concentrations often associated with placer gold accumulations.

The field survey consisted of two lines with 200-foot line
spacing and 10-foot station spacing, which appears to provide sufficient detail
to extrapolate magnetic data between lines. Total field and vertical gradient
magnetic data have a good correlation, suggestive of adequate base station data.
Signatures from the two traverses are interpreted to cross five features, of
which three have the possibility of being associated with alluvial
concentrations of various characteristics.

The two anomalies recommended for physical testing are those
indicative of alluvial heavy magnetic mineral concentration encountered on the
west side of Lines 100N and 300N, just east of Fish Creek, and the strong
anomaly on the eastern extent of Line 300N. Depth estimates for these targets,
are generally 8 to 12 feet.

In May 2003, we received reports that assays on the first phase
of drilling on the Fish Creek claims, Alaska, have not revealed economic values
on four out of the five hole reverse drilling program. Hole number five,
however, intercepted 5 feet of 2.33 PPM gold between 45  50 feet from surface.
The five-hole reverse circulation drill program was completed to test several
magnetic anomalies for placer and lode gold values.

In July, 2004, the drilling permit was approved by the State of
Alaska exploration division to drill up to 25 vertical eight inch diameter
holes, on two lines, to explore the potential Fish Creek placer gold paystreak.
Each line will be composed of 10 to 15 drill holes spaced 50 to 200 feet apart,
and from 45 to 75 feet deep, to test two anomalies located last year by a
magnetic survey. The survey located two anomalies indicative of a potential
buried placer gold

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bearing channel, extremely high-grade placer gold was
encountered during the excavation of the Fort Knox mine fresh water dam,
immediately upstream of the Fish Creek property.

In May, 2004 we commenced a closely spaced magnetic survey over
the previous magnetic targets that were discovered in 2003 . The magnetic survey
located two anomalies indicative of a potential buried placer gold bearing
channel.

In July 2004 a total of 20 soil samples were collected near
Odden Creek with a hand held power auger to depths from 2 to 7.5 feet. These
holes were placed on a grid pattern with hole spacings of 200 feet to test for
metal anomalies and to examine bedrock chips in proximity to intrusive colluvium
found on the surface. Several groupings of holes were weakly anomalous in gold
pathfinder elements and identified as prospective lode gold targets. Total cost
of this program was $1,800.

In September and October 2004 a 22 hole (1,506 feet) reverse
circulation drilling program was completed on the property. Twenty holes were
drilled on two widely spaced lines to test the placer gold potential while two
deeper holes were drilled to test an intrusive-related lode gold target. Six of
the twenty placer holes returned intervals with gold values in excess of 0.01
ounces of gold per cubic yard. Values ranged from 0.0108 to 0.0629 ounces per
cubic yard over widths of 5 to 8 feet. These values suggest potential for
commercially viable alluvial gold resources may exist on the Fish Creek project.
Total cost of the combined placer and lode drilling program was approximately
$54,000.

After completing the placer drilling, two lode gold exploration
holes totaling 405 feet of drilling were completed on the south side of Odden
Creek. Samples were collected every five feet, but did not result in any
significant concentrations of metals or other pathfinder elements. The best
values for gold were 0.038 ppm and 0.040 ppm, found in T04RC01 at 195 feet and
200 feet, respectively.

In December 2004, a total of twenty 8-inch diameter RC placer
holes  from 40 to 70 feet deep -- were completed and two 5.5 -inch diameter RC
lode holes 200 and 205 feet deep were drilled to test an intrusive target.
Alluvial placer gravels were generally sampled on intervals of five feet and
concentrated with a Denver Goldsaver. Drill cuttings were directed from the
drill string through the swivel-head into the Goldsaver via slurry hose for
immediate concentration. Placer concentrates were carefully panned and all
visible gold particles were extracted, dried, weighed, and saved for further
analysis. Other heavy minerals found in each sample interval were also dried,
weighed and saved for later analysis. The drill-concentrator system employed in
this program does not permit accurate measurements of the sample volumes,
therefore, sample grades are derived by dividing the recovered mass of placer
gold by the volume of an ideal cylinder. Sample grades also incorporate a purity
of 900 fine, which is based on historical production documented at placer mines
upstream from the 2004 drilling program.

Auger drilling near Odden Creek, conducted on July 13, 2004 to
test C soil geochemistry, resulted in several weak metal anomalies. One hole
(T04A001) which penetrated the intrusive target and several surrounding holes
(T04A002, -003, &-004) were elevated in silver, lead, arsenic and bismuth.
Another hole (T04A010) was anomalous in zinc, arsenic, copper, iron, sulphur and
tungsten, suggesting a potential sulphide deposit.

For 2005, to elevate the upper part of the paystreak, the
partners plan to drill four lines of closely spaced holes 50 to 100 feet apart
on lines spaced 500 to 1,000 feet apart. The lower part of the paystreak can be
developed to measured resource status by drilling two lines of closely spaced
holes on lines spaced 2,000 feet apart. After the results of the proposed
drilling are known a preliminary feasibility study may be performed to address
economic and mining factors that will affect the economic extraction of placer
gold.

Neither of the two lode holes drilled in 2004 on Odden Creek
intercepted economic grades of gold. Hole T04RC01 terminated in mineralized,
quartz-veined, graphitic schist assaying small amounts of gold.

In August 2005, we announced that an extensive auger drilling
program has commenced on the All Gold Creek geophysical anomaly, on the Fish
Creek property. The auger track rig can drill up to a depth of 80, several
auger drill holes are planned to test the aerial geophysical anomaly and the
coincident gravity low target for future R/C drilling, based on positive results
for the auger drilling program.

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In October 2006, six new geophysical targets were located on
the Fish Creek property. An interpretive report titled Proposed Drill Sites,
Fish Creek Gold Property, Fairbanks Mining District, Alaska. Fugro Airborne
Survey, Inc., under contract to Fairbanks Gold Mining, Inc./Kinross Gold,
initiated an HEM Airborne geophysical area and identified six main targets on
the Fish Creek property.

The following interpreted targets are based on linear
resistivity features inferring regional structural trends. Conductive gradients
at depth or along a structure suggest areas of higher fracture density. The high
magnetic anomalies with good depth extent are interpreted as intrusives and the
linear magnetic highs may be calc-silicates.

Proposed Drill Site 01: Interpreted Target  Conductive Shear /
High Fracture Density Proposed Drill Site 02: Interpreted Target 
Conductive Shear / High Fracture Density Proposed Drill Site 03: Interpreted
Target  Calc-silicate / High Fracture Density Proposed Drill Site 04:
Interpreted Target  Calc-silicate / High Fracture Density Proposed Drill
Site 05: Interpreted Target  Intrusive Contact / High Fracture Density
Proposed Drill Site 06: Interpreted Target  Manto Type Magnetic Anomaly

Together with Linux Gold Corp., we planned to implement an
exploration program during the 2006/7winter on the Fish Creek gold property.
Linux Gold Corp. has received permits to conduct exploration drilling on the
Fish Creek property.

There currently are no resources or reserves on the Fish Creek
property that comply with the Canadian Institute of Mining and Metallurgy (CIM)
Standards on Mineral Resources and Reserves Definitions and Guidelines adopted
by CIM Council on August 20, 2000. While encouraging in its results, the drill
hole density of the 2004 placer drilling campaign at Fish Creek was not
sufficient to allow estimation of CIM compatible resources or reserves.

Additional work on the Fish Creek property will be based on
results from the previous drilling programs. Each successive phase of
exploration is dependent on generation of encouraging results from the previous
programs and the increasing potential for delineation of commercially viable
resources on the project. A two phase program has been recommended as follows:

-Infill Reverse Circulation Drilling: Infill drilling using
large diameter reverse circulation methods is warranted on the property to
better define the placer gold mineralization outlined in 2004. Previous
experience by other operators within the Fish Creek drainage has shown that
drilling is an effective method of sampling and valuating the placer deposit and
provides predictable estimates of subsequent production. Previous work suggests
that drilling to obtain samples with volumes of 0.05 cubic yards each are
adequate to estimate the volume and value of the placer gold deposit. Sampling
procedures similar to those utilized in 2004 should be followed except that the
volume of each sample should be measured to provide a more accurate estimate of
the gold grades and to evaluate the recovery of the drilling system.
Additionally, all holes should be continued into bedrock for at least 25 feet to
test for the presence of lode gold mineralization. The primary goal of this
program would be to enable industry acceptable mineral resources to be
calculated between the two lines of drilling completed in 2004. A secondary goal
would be to determine if significant lode gold mineralization exists in the area
drilled. Recommended future work on the Fish Creek property should include
drilling 20 reverse circulation drill holes (8 diameter) for a total of 1,600
feet of drilling.

-Construction of an all-weather creek crossing for off-road
vehicles, near the mouth of Odden Creek, will facilitate this work. The
estimated cost of such work is $50,000. Fieldwork will take about one to two
weeks, whereas sample analysis and reporting will take an additional two to four
weeks. Step-out Reverse Circulation Drilling: if results of the phase 1 infill
drilling are encouraging, step-out drilling using large diameter reverse
circulation methods is warranted on the property to expand on the placer gold
mineralization outlined in 2004. Sampling procedures similar to those utilized
in 2004 should be followed except that the volume of each sample should be
measured to provide a more accurate estimate of the gold grades and to evaluate
the recovery of the drilling system. Additionally, all holes should be continued
into bedrock for at least 25 feet to test for the presence of lode gold
mineralization. The primary goal of this program would be to enable industry
compliant mineral resources to be calculated for areas of the property that lie
up and downstream from the 2004 drill lines. A secondary goal would be to
determine if significant lode gold mineralization exists in the area drilled.

44

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Recommended future work on the Fish Creek property should
include drilling 55 reverse circulation drill holes (8 diameter) for a total of
4,400 feet of drilling. Construction of an all-weather creek crossing for
off-road vehicles, near the mouth of Odden Creek, will facilitate this work. The
estimated cost of such work is $150,000. Fieldwork will take about two to three
weeks, whereas sample analysis and reporting will take an additional four to six
weeks.

OIL AND GAS WELL INTERESTS

The Company owns 6.5% working interest (4.680% net revenue
interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working
interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and
Herrmann #4 wells, located in Burleson County, Texas.

On May 18, 2006, the Company entered into an agreement with IAS
Energy, Inc. (formerly and at the time of the agreement, IAS Communications,
Inc.) to purchase a 40% interest (subject to 40% net revenue interests to
others) in the Ken Lee #1 natural gas well, located in Knox County, Kentucky,
USA, for $103,045 ($92,500 US). The Company has first refusal rights to
participate in up to 23 future wells.

On June 6, 2006, we were advised by Energy Source, Inc., the
operator, that the Ken Lee #1 well has been successfully completed as a
commercial gas well. The initial open flow tested 1.22 MCF of high BTU gas. The
well was completed to a depth of 1410 in the Big Lime formation.

On July 6, 2006, we announced that we had commenced the
drilling of the Elvis Farris #2 well, located on the Farris Lease, in Laurel
County, Kentucky, which is under lease by Energy Source, Inc.

Although we have successfully drilled and are producing oil and
gas from the wells in which we have an interest, the revenue from the extraction
of oil and gas is not a material amount. Accordingly, we do not consider our oil
and gas wells to be material to our business operations or financial position.
For further information on how we account for the expenses and sales of our oil
and gas interests, please refer to the Notes to our financial statements.

Plan of OperationsSource of Funds for Fiscal
2006/2007

Our primary source of funds since incorporation has been
through the issuance of equity securities.

We have been successful in the past in acquiring capital
through the issuance of shares of our common stock, sales of options on mineral
properties and through advances from related parties. Although we intend to
continue utilizing these sources, there has been no assurance in the past that
these sources and methods would continue to be available in the future.

On February 14, 2000, John G. Robertson, our President, issued
a "Commitment to Provide Financing to Teryl Resources Corp. as Required for
Ongoing Operations". The substance of the Commitment states that, if the Company
is not able to obtain funds required for maintaining its ongoing operations and
status as a publicly traded company, from other sources, Mr. Robertson agrees
and commits to provide, and/or arrange for any such funds for the Company on
either a loan, equity, or combination basis, on mutually agreeable terms, and
which comply with any regulatory rules and regulations applicable to such
transactions. Mr. Robertson further states that such maintenance funding
requirements are estimated at approximately C$100,000 per year and that he is
capable of and willing to provide and/or arrange for such funding until the
Company is able to obtain adequate funding from other sources, and/or is able to
generate net earnings from revenues which will sustain its ongoing operations.

In the event that Mr. Robertson were not able to meet his
commitments, and no other sources of capital were available to the Company in
the future, on a reasonable financial basis, it would face the same obstacles as
many small, undercapitalized companies do, and, in the worst case, could be
forced to reorganize or liquidate, either of which consequence would likely have
an adverse financial effect upon the Company's shareholders.

At the present time, and in its present circumstances, there
exists substantial doubt as to the ability of the Company to continue as a going
concern, since there is no ongoing source of revenues and profits capable of
sustaining the Company's operating overhead, although Mr. Robertson has
committed to ensuring that the Company is able to

45

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survive on an interim basis, over the longer term, the Company
will need to either begin to derive revenues from its existing resource-based
assets, or find and enter into a business which holds the prospects of ensuring
that it can continue as a going concern. Management is aware of such need and is
both researching new business opportunities and assessing potential financing
possibilities for funding its existing resource property obligations and also
any new business which may be entered into or acquired.

We had a working capital deficit of $278,043 on May 31, 2007
compared to a surplus of $123,556 at May 31, 2006. Subsequent to May 31, 2007,
we have raised an additional $6,420 from Oil & Gas operations and $407,250
through the sale of common shares.

Use of Funds for Fiscal 2007/2008

During Fiscal 2007/2008, we estimate that we will expend
approximately $365,000 on general and administrative expenses. During Fiscal
2007/2008 we estimate that we will expend approximately $190,000 on property
exploration and development expenses.

Anticipated Changes to Facilities/Employees

We anticipate there will not be any changes to either
facilities or employees in the near future.

United States vs. Foreign Sales/AssetsWe have had
no revenue during the past five fiscal years from the sale of assets. As of May
31, 2007, we had assets valued at $ 42,970 located in Canada; and assets valued
at $ 3,519,325 located in the United States.

ITEM 4A. UNRESOLVED STAFF COMMENTS

This section is not applicable as we are not an accelerated
filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange
Act, or a well-known seasoned issuer as defined in Rule 405 of the Securities
Act.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following contains forward-looking statements relating to
revenues, expenditures and sufficiency of capital resources. Actual results may
differ from those projected in the forward-looking statements for a number of
reasons, including those described in this 20-F.

Our financial statements have been prepared in accordance with
Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA
Generally Accepted Auditing Standards (GAAS). All material numerical differences
between Canadian GAAP and US GAAP, are described in footnotes to the financial
statements. We are a Canadian company and therefore our financial statements
have been prepared in Canadian dollars.

Audited financial statements for the fiscal years ended May 31,
2007, May 31, 2006 and May 31, 2005 respectively are included in this 20-F.

Overview

We are an oil, gas, and mineral exploration company engaged in
the acquisition and exploration of oil and gas, and mineral properties. Our
expenditures are made acquiring mineral properties and carrying out exploration
work. We do not have any producing mineral properties at this time. We also
acquire oil and gas property interests and participate in drilling wells. The
recoverability of amounts shown for investments, mineral properties, interests
in oil and gas properties and the related deferred expenditures is dependent
upon the existence of economically recoverable reserves, the ability to obtain
the necessary financing to complete the exploration, the profitability of future
production or our ability to dispose of those assets on a profitable basis. Our
ongoing operation is dependent upon cash flow from successful operations and
equity financing. We have incurred a loss of $465,540 in the year ended May 31,
2007 (2005 - $430,646; 2005 - $ 515,740).

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A. OPERATING RESULTS

This review of the results of operations should be read in
conjunction with our audited financial statements for the years ended May 31,
2007, May 31, 2006 and May 31, 2005.

Fiscal Year Ended May 31, 2007 compared to Fiscal year Ended
May 31, 2006Results of Operations

The Company realized a net loss of $465,540 in fiscal 2007,
compared to a net loss of $430,646 in fiscal 2006. Administrative expenses in
fiscal 2007 totaled $488,745 as compared to $378,474 in 2006. The expenses
increased from the prior year mainly due to the depletion of gas wells of
$24,243 and stock based compensation of $66,300. Office, rent and telephone
totaled 10,171 compared to $5,737 in 2006. Professional fees were $87,395
compared to $39,808 in 2006. Management and directors fees remained stable at
$75,396 as compared with $74,440 in 2006. Publicity, promotion and investor
relations expenditure increased to $110,413 in fiscal 2007 compared to
expenditures of $110,076 in fiscal 2006. The Company paid $41,624 for mining
exploration work in 2007 as compared to $163,320 in 2006. Corporation capital
taxes decreased to $4,494 in fiscal 2007 compared to $11,549 in fiscal 2006 due
to reduction in taxes in the State of Delaware as a result of the reduction in
authorized capital of the subsidiary, Teryl Inc. An allowance for depletion of
gas wells was expensed in 2007 in the amount of $24,243 compared to $nil in
2006. Stock based compensation costs of $66,300 were expensed in 2007, due to
new stock option issuances, compared to $ nil in 2006.

At May 31, 2007, the Companys Oil and Gas operations had an
income of $33,714 compared to an income of $27,154 for the year ended May 31,
2006. The Company also received advances from related parties of $95,765 during
fiscal 2007.

Fiscal Year Ended May 31, 2006 compared to Fiscal year Ended
May 31, 2005 Results of Operations

During fiscal 2006, revenue from oil and gas operations was $
27,154 as compared to $ 28,307 for fiscal 2005. The Company also received
advances from related parties of $26,956 during fiscal 2006.

Administrative expenses in fiscal 2006 totaled $378,474 as
compared to $528,086 in 2005. The expenses decreased from the prior year mainly
due to the decreased activity in investor relations, which was $110,076 in
fiscal 2006 (2005 - $229,678). Office, rent and telephone totaled $5,737
compared to $5,560 in 2005. Professional fees totaled $39,808 compared to
$50,718 in 2005. Management and directors fees decreased to $74,440 in 2006 from
$78,319 in 2005. The Company paid $163,320 for mining exploration work in 2006
as compared to $253,967 in 2005. Keltic Bryce Enterprises was paid $ 161,749
regarding their outstanding debenture and accrued interest.

Fiscal Year Ended May 31, 2005 compared to Fiscal year Ended
May 31, 2004 Results of Operations

During fiscal 2005, revenue from oil and gas operations was $
28,307 as compared to $ 21,037 for fiscal 2004.

Administrative expenses in fiscal 2005 totaled $528,086 as
compared to $769,158 in 2004. The expenses decreased from the prior year mainly
due to the decreased activity in investor relations, which was $229,678 in
fiscal 2005 (2004 - $327,302) and management and directors fees which increased
to $78,319 from $55,522 in fiscal 2004. Office, rent and telephone totaled
$5,560 compared to $5,200 in 2004. Professional fees totaled $50,718 compared to
$29,435 in 2004. The Company paid $253,967 for mining exploration work in 2005
as compared to $654,642 in 2004. The Company paid $22,602 for mining
acquisitions in 2005 as compared to $20,645 in 2004. Related parties were repaid
$142,203 in advances from prior years.

47

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B. LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

In the past, we have derived most of our development and
operating capital primarily from the issuance of capital stock. Minor amounts
were derived from interest.

We have been successful in the past in acquiring capital
through the issuance of shares of our Common Stock, and through advances from
related parties. Although we intend to continue utilizing these sources, there
has been no assurance in the past that these sources and methods would continue
to be available in the future.

We received funding in 2007 from our affiliated companies
(common officers and directors). The total amount owing to related parties is
$172,180 or 57% of total current liabilities as at May 31, 2007. The balances
owing to related parties are non-interest bearing, unsecured and repayable on
demand. Our affiliated companies have indicated that they will not be demanding
repayment of these funds during the next fiscal year and will advance, or pay
expenses on behalf of the Company if further funds are needed.

The audited financial statements have been prepared assuming
that the Company will continue as a going-concern. As discussed in note 1 to the
financial statements, the Company has minimal revenues and limited capital,
which together raise substantial doubt about its ability to continue as a
going-concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Subsequent to the fiscal year ended May 31, 2007, we received
subscriptions pursuant to a private placement for cash proceeds of $407,250.

We anticipate that our cash requirements for the fiscal year
ending May 31, 2008 will remain consistent with those for the fiscal year ended
May 31, 2007.

In the event that no other sources of capital were available to
us in the future, on a reasonable financial basis, it would face the same
obstacles as many small, undercapitalized companies do, and, in the worst case,
we could be forced to reorganize or liquidate, either of which consequence would
likely have an adverse financial effect upon our shareholders.

Liquidity

Fiscal Year Ended May 31, 2007 compared to Fiscal year Ended
May 31, 2006

During 2007, we financed our operations by the issue of
1,294,340 common shares for cash proceeds of $199,151, which consisted of the
issuance of 1,194,340 common shares pursuant to a private placement offerings
completed during the year to raise cash proceeds of $179,151 after issue costs,
and the issuance of 100,000 shares pursuant to the exercise of share purchase
warrants for cash proceeds of $20,000. $95,765 came from advances from related
parties; $33,714 from oil and gas revenues; and an opening cash surplus of
$209,636 at May 31, 2006. During the fiscal year ended May 31, 2006, $390,492
was spent on operations and $266,365 was spent on exploration of mineral
properties and the purchase of a gas well interest. Financing activities during
fiscal 2006 consisted of $671,250 in shares issued for cash; $26,956 in advances
from related parties less the debenture repayment of $150,000.

During 2007, we spent $210,843 of these funds on operating
activities as discussed above under Results of Operation for the year ended May
31, 2007 as compared to $390,492 the year ended May 31, 2006. $290,762 was spent
on exploration of mineral properties and purchases of gas well and mineral
property interests and office equipment.

Our cash position decreased by $206,689 to $2,947 and our
working capital as at May 31, 2007 was $278,043.

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Fiscal Year Ended May 31, 2006 compared to Fiscal year Ended
May 31, 2005

During 2006, we financed our operations by the issue of
2,690,500 common shares for cash proceeds of $671,250, which consisted of the
issuance of 2,648,000 common shares pursuant to private placement offerings
completed during the year to raise cash proceeds of $657,746 after issue costs,
the issuance of 37,500 common shares pursuant to the exercise of stock options
for cash proceeds of $7,500, and the issuance of 5,000 shares pursuant to the
exercise of share purchase warrants for cash proceeds of $1,750.

During 2006, we spent $390,492 of these funds on operating
activities as discussed above under Results of Operation for the year ended May
31, 2006 as compared to $529,428 the year ended May 31, 2005.

Our cash position decreased by $108,651 to $209,636 and our
working capital as at May 31, 2006 was $123,556.

Fiscal Year Ended May 31, 2005 compared to Fiscal year Ended
May 31, 2004

During 2005, we financed our operations by the issue of
3,597,000 common shares for cash proceeds of $926,213, which consisted of the
issuance of 2,000,000 common shares pursuant to private placement offerings
completed during the year to raise cash proceeds of $593,363 after issue costs
and the issue of 1,597,000 shares pursuant to the exercise of share purchase
warrants for cash proceeds of $332,850.

During 2005, we spent $529,428 of these funds on operating
activities as discussed above under Results of Operation for the year ended May
31, 2005 as compared to $1,167,809 the year ended May 31, 2004.

Our cash position decreased by $52,271 to $318,287 and our
working capital at May 31, 2005 was $138,460.

Capital Resources

Our authorized capital consists of 100,000,000 common shares
without par value and 5,000,000 Preferred Shares (non-voting) with a par value
of $1.00. At May 31, 2007 we had 40,862,528 issued and outstanding common shares
(May 31, 2006  39,468,188) issued and outstanding common shares), and at
October 4, 2007 we had 43,577,528 issued and outstanding common shares. No
Preferred Shares have been issued to date. The directors of the Company adopted
the Teryl Resources Corp. 2002 Stock Option Plan (the Plan or the 2002
Plan), and received shareholder approval of same on January 22, 2003. The
Company has adopted a type of plan under which options may be granted for a
number of shares up to 10% of the issued and outstanding shares of the Company
from time to time. As the number of shares reserved for issuance under the Plan
increases with the issue of additional shares by the Company, the Plan is
considered to be a rolling stock option plan. This rolling plan requires
Shareholder approval annually.

During the year ended May 31, 2007 no stock options were
exercised, 1,590,000 stock options expired or were cancelled and 1,900,000 stock
options were granted. As at May 31, 2007 we had 2,487,500 stock options
outstanding at exercise prices ranging from $0.15 per share to $0.45 per share
with expiry dates ranging from March 4, 2008 to April 24, 2012. These stock
options vest over a two-year period from the date of grant. Subsequent to May
31, 2007, no stock options have been exercised, nor granted. If exercised, the
remaining 2,487,500 stock options would increase our available cash by $522,000.

During the year ended May 31, 2006, 37,500 stock options were
exercised, 375,000 stock options expired or were cancelled and no stock options
were granted. As at May 31, 2006 we had 2,177,500 stock options outstanding at
exercise prices ranging from $0.15 per share to $0.45 per share with expiry
dates ranging from October 7, 2006 to March 5, 2009.

As at May 31, 2007 we had 2,418,340 warrants outstanding
exercisable. 1,094,340 were exercisable at a price of $0.20 per share before
April 11, 2008, and 1,324,000 were exercisable at a price of $0.35 per share
before May 17, 2008. If exercised, the outstanding 2,418,340 warrants would
increase our available cash by $682,268 at an average price of $0.28.

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As at May 31, 2006 we had 1,324,000 warrants outstanding
exercisable at a price of $0.30 per share before May 17, 2007 and $0.35 per
share before May 17, 2008. If exercised, the outstanding 1,324,000 warrants
would increase our available cash by $430,300 at an average price of $0.325.

Contributed surplus was $285,754 as at May 31, 2007 (2006 -
$169,401). The increase of $116,353 represents the difference between the fair
value of 1,900,000 stock options granted in the fiscal year ended May 31, 2007,
being recorded in the Companys books at the fair value of the outstanding
options calculated using the Black-Scholes method of valuation.

US GAAP Reconciliation

Under Canadian GAAP, it is acceptable to defer mineral property
acquisition and exploration costs until a decision to abandon the property is
made, it is determined that the property does not have economically recoverable
reserves or that a company is unlikely to pursue exploration activities on the
property. Under U.S. GAAP, mineral exploration costs are expensed until it can
be proven that economically viable reserves are present on the property and a
company has the ability and intention to pursue exploitation of these reserves.

Under Canadian GAAP, cash flows relating to mineral property
exploration costs are reported as investing activities. For U.S. GAAP, these
costs would be characterized as operating activities.

Under Canadian GAAP, future income taxes are calculated based
on enacted or substantially enacted tax rates applicable to future years. Under
U.S. GAAP, only enacted rates are used in the calculation of future income
taxes. This GAAP difference did not result in a difference in our financial
position, results of operations or cash flows for the years ended May 31, 2007,
2006 and 2005.

We have adopted the fair value based approach to Stock Based
Compensation under the provisions of CICA 3870 and SFAS No. 148. The method of
adoption applied by us is permissible under both Canadian and US standards.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

There were no expenditures on research and development over the
past three years ended May 31, 2005, May 31, 2006 and May 31, 2007. We do not
hold any patents, trademarks or copyrights.

D. TREND INFORMATION

We currently have no active business operations that would be
effected by recent trends in productions, sales, etc. We have no material net
sales or revenues that would be affected by recent trends other than the general
effect of mineral and oil and gas prices on our ability to raise capital and
those other general economic items.

E. OFF-BALANCE SHEET ARRANGEMENTS

There are no known off-balance sheet arrangements other than
those disclosed in this Form 20-F and in our audited consolidated financial
statements for the year ended May 31, 2007.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table provides information as of the latest
fiscal year end balance sheet date with respect to the Companys known
contractual obligations specified below.

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Payments due by period

Contractual Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    More than 5 yearsMineral Property Obligations
      US$500,500
      US$428,500
      US$72,000
    Nil
    NilLong-term debt obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Capital (Finance) Lease obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Operating lease obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Purchase Obligations
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Other Long-term liabilities reflected on the
      Companys Balance sheet under Canadian GAAP
    Nil - -
    Nil - -
    Nil - -
    Nil - -
    Nil - -Total
      US$500,500
      US$428,500
      US$72,000
    Nil
    Nil


As we explore our properties, we decide which ones to proceed
with and which ones to abandon. To fully exercise the options under various
agreements for the acquisition of interests in properties located in Alaska and
Arizona, we must incur exploration expenditures on the properties and make
payments to the optionors as follows:

Property
    Calendar Year
    Option/Advance Royalty Payment
    Expenditure Commitment
    Number of SharesGil Property, Alaska
    2008
      US$ -
      US$ -
    -2009
      US$ -
      US$ -
    -West Ridge Property, Alaska
    2008
      US$ -
      US$ -
      -2009
      US$ -
      US$ -
    -Fish Creek, Alaska
    2008
      US$ -
      US$ 185,375
    100,0002009
      US$ -
      US$ 185,375
    -Black Dome, Alaska
    2008
      US$ -
      US$ -
    -2009
      US$ -
      US$ -
    -Gold Hill, Arizona
    2008
      US$ 24,000
      US$ 15,000
    -2009
      US$ 24,000
      US$ 15,000
    -


These amounts may be reduced in the future as we determine
which properties are of merit and abandon those with which we do not intend to
proceed. Oil and Gas Wells:

The Company has no commitment to participate in the drilling of
gas wells in Knox & Laurel Counties located in Kentucky, USA, however it has
first right of refusal to participate in up to 23 future wells to be drilled.

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G. SAFE HARBOR

This annual report includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include conclusions of prefeasibility and
feasibility studies, estimates of future production, capital and operating
costs, prices of silver and gold and other known and unknown risks. These and
other factors and uncertainties may cause material differences from future
results as expressed or implied by these forward looking statements. These
risks, uncertainties and other factors include but are not limited to the risks
involved in the exploration and development of a mining and oil and gas
business.

All statements, other than statements of historical facts,
included in this annual report that address activities, events or developments
which we expect or anticipate will or may occur in the future are
forward-looking statements. The words "believe", "intend", "expect",
"anticipate", "project", "estimate", "predict" and similar expressions are also
intended to identify forward-looking statements.

Our estimated or anticipated future results or other
non-historical facts are forward-looking and reflect our current perspective of
existing trends and information. These statements involve risks and
uncertainties that cannot be predicted or quantified, and consequently actual
results may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others,
the success of our exploration and development activities, environmental and
other regulatory requirements, foreign exchange issues, mineral deposit
estimates and mineral prices, competition by other mining or oil and gas
companies, financing risks, mineral title issues, insider conflicts of interest,
political stability issues, and other risks and uncertainties detailed in this
report and from time to time in our other Securities and Exchange Commission
(SEC) filings.

Consequently, all of the forward-looking statements made in
this annual report are qualified by these cautionary statements. We cannot
assure you that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
effect on us or our business or operations.

Forward-looking statements are subject to a variety of risks
and uncertainties in addition to the risks referred to in Risk Factors under
Item 3.D above.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

As of May 31, 2007, our Board of Directors consisted of four
Directors, two of whom are independent (or outside) non-executive Directors.
The following table provides certain information about the members of our Board
of Directors as of October 4, 2007.

Name
    Position with the Company
    Age
    Date of First Election or AppointmentJohn G. Robertson (2)(3)
    President, Director
    66
    October 25 , 1982Jennifer Lorette (1)(3)
    Director
    35
    February 20, 2004Susanne Robertson (1)(3)
    Director
    61
    September 12 , 1990Monique van Oord (1)(2)(3)
    Chief Financial Officer, Secretary, Director
    46
    October 17, 2002


Indicates member of the Issuer's audit committee.

The Senior Management serves at the pleasure of the Board of
Directors.

Each director of the Issuer holds office until the next Annual
General Meeting unless his or her office is earlier vacated in accordance with
the Articles of the Company and the Business Corporations Act(British
Columbia), or unless he or she becomes disqualified to act as a director.

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John Robertson.Mr. Robertson is the President and a
founder of the Company since 1982; Mr. Robertson has been the Chairman,
President and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation
traded on the OTC bulletin board, since July 1992, a U.S. public company engaged
in the development of a rotary engine/ compressor (Rand Cam Engine). Since
October 1984 Mr. Robertson has been President and a Director of Reg Technologies
Inc., a British Columbia corporation listed on the TSX Venture Exchange that has
financed the research on the Rand Cam Engine since 1986. REGI U.S. is ultimately
controlled by Reg Technologies Inc. Mr. Robertson has been the President and
Principal Executive Officer and a Director of IAS Energy, Inc. since its
formation in December 1994, a U.S. public company engaged in the acquisition and
exploration of oil and gas interests in North America. Since June 1997 Mr.
Robertson has been President, Principal Executive Officer and a Director of
Information Highway.com, Inc., an inactive reporting Florida corporation. Since
May 1977 Mr. Robertson has been President and a member of the Board of Directors
of SMR Investments Ltd., a private British Columbia corporation engaged in
management of public companies. Mr. Robertson is also the President and Director
of the following private companies: JGR Petroleum, Inc., BlueCrow Internet Co.
Ltd., 394754 B.C. Ltd., dba SOVO Computer Centre, Pavlik Travel Services Ltd.,
World Tel-Internet (Toronto) Ltd., International Diamond Syndicate Ltd., Argon
Investment Corporation, and Airstream Communications, Inc. Mr. Robertson is a
citizen and resident of Canada.

Jennifer Lorette.Ms. Lorette has been a director since
June 2001. Since June 1994 Ms. Lorette, has been Vice President of REGI U.S.,
Inc., an Oregon corporation traded on the OTC bulletin board. Since April 1994
she has also been Vice President of Administration for Reg Technologies, Inc., a
British Columbia corporation listed on the TSX Venture Exchange, and trading on
the OTC bulletin board . REGI U.S. is ultimately controlled by Reg Technologies
Inc. Since June 1997 Ms. Lorette has been Secretary/Treasurer, and a Director of
Information Highway.com, Inc., a Florida corporation. Ms. Lorette is a founder,
and has been Secretary/Treasurer of IAS Energy, Inc. since February 1995. Ms.
Lorette is a citizen and resident of Canada.

Susanne Robertson.Director of the Company since 1990;
Principal of SMR Investments, Ltd., a private business and financial consulting
company, since 1979; Director of Linux Gold Corp, a BC company reporting in the
US and Canada involved in mining and oil and gas exploration, since 2001, and a
director of Reg Technologies Inc., a British Columbia corporation listed on the
TSX Venture Exchange and trading on the OTC bulletin board, since 1984. Ms.
Robertson is a citizen and resident of Canada.

Monique van Oord.Director of the Company and Chief
Financial Officer since January 2003. Director of Linux Gold Corp. since
February 2004, Administrator for several public and private companies from 2002
to date. . Ms. van Oord is a citizen and resident of Canada.

The Directors have served in their respective capacities since
their election and/or appointment and will serve until the next Annual General
Meeting or until a successor is duly elected, unless the office is vacated in
accordance with our Articles.

The Board of Directors appoints Senior Management who serve at
the discretion of the Board of Directors.

No Director and/or Senior Management had been the subject of
any order, judgment, or decree of any governmental agency or administrator or of
any court or competent jurisdiction, revoking or suspending for cause any
license, permit or other authority of such person or of any corporation of which
he is a Director and/or Senior Management, to engage in the securities business
or in the sale of a particular security or temporarily or permanently
restraining or enjoining any such person or any corporation of which he is an
officer or director from engaging in or continuing any
conduct/practice/employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security or any aspect of the securities business or of theft or of any felony.

There is a family relationship between two of the Directors or
Senior Management. John Robertson and Susanne Robertson are husband wife.

There are no arrangements or understandings with major
shareholders, customers, suppliers or others, pursuant to which any person
referred to above was selected as a Director or member of senior management.

53

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B. COMPENSATION

The following table sets out the compensation information for
the fiscal years ended May 31, 2007, May 31, 2006 and May 31, 2005 for our
directors and members of our administrative, supervisory or management bodies.

Name and 
        Principal 
        Position
      Year
      Annual Compensation
      Long-Term CompensationAwards
      PayoutsSalary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation 
        ($)
      Securities 
        Granted under 
        Options(2)/ 
        SARS(3)
        Granted 
        #
      Restricted
        Shares 
        or 
        Restricted
        Share 
        Units 
        ($)
      LTIP (4)
        Payouts 
        ($)
      All Other 
        Compensation 
        ($)John G. Robertson, President
      2007 2006 2005
      12,000(1) 12,000(1)
        *12,000(1)*
      Nil Nil Nil
      30,000(5) 30,000(5)
        *30,000(5)*
      1,000,000 / Nil 990,000 / Nil
        990,000 / Nil
      Nil Nil Nil
      Nil Nil Nil
      Nil Nil NilJennifer Lorette, Director
      2007 2006 2005
      24,000(6) 19,000(6)
        25,750(6)
      Nil Nil Nil
      Nil Nil Nil
      100,000 / Nil 100,000 / Nil
        100,000 / Nil
      Nil Nil Nil
      Nil Nil Nil
      Nil Nil NilSusanne Robertson, Director
      2006 2005 2004
      Nil Nil Nil
      Nil Nil Nil
      Nil Nil Nil
      500,000 / Nil 500,000 / Nil
        500,000 / Nil
      Nil Nil Nil
      Nil Nil Nil
      Nil Nil NilMonique van Oord, Chief Financial
        Officer, Secretary, Director
      2007 2006 2005
      15,000(7) 19,550(7)
        *23,500(7)*
      Nil Nil Nil
      Nil Nil Nil
      50,000 / Nil 50,000 / Nil
        50,000 / Nil
      Nil Nil Nil
      Nil Nil Nil
      Nil Nil Nil


|(1) | John Robertson received $12,000 in Directors
  Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | During fiscal 2007, Mr. Robertson, President, Secretary
      and a Director, held 990,000 options exercisable at $0.15, which expired
      on April 24, 2007. On April 24, 2007, Mr. Robertson was granted 1,000,000
      options at $0.15, expiring on April 24, 2012. Jennifer Lorette, a
      Director, held 100,000 options exercisable at $0.15 per share. These
      options expired on April 24, 2007. Ms. Lorette was granted 100,000 options
      at $0.15 expiring April 24, 2012. Susanne Robertson, a Director, held
      500,000 options exercisable at $0.15, which expired on April 24, 2007. On
      April 24, 2007, Ms. Robertson was granted 500,000 options at $0.15,
      expiring on April 24, 2012. During fiscal 2007, Monique van Oord, an
      Officer and Director, held 50,000 options exercisable at $0.35. On April
      24, 2007, Ms. van Oords options were repriced to $0.15, but require
      disinterested shareholder approval, at the Companys annual shareholder
      meeting scheduled for October 30, 2007, to effect the repricing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | "SARS"or "stock appreciation right"means
      a right granted by the Company, as compensation for services rendered, to
      receive a payment of cash or an issue or transfer of securities based
      wholly or in part on changes in the trading price of publicly traded
      securities of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | "LTIP"or "long term incentive plan"means
      any plan which provides compensation intended to serve as incentive for
      performance to occur over a period longer than one financial year, but
      does not include option or stock appreciation right plans or plans for
      compensation through restricted shares or restricted share
units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Management fees paid to SMR Investments Ltd., a company
      for which John Robertson acts as a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

54

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|(6) | Jennifer Lorette, a Vice President, received consulting
      fees directly and wages were paid through KLR Petroleum Ltd. which
      administers the payroll for the Company and related parties.         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(7) | Monique van Oord, Chief Financial Officer, received
      consulting fees directly and wages were paid through KLR Petroleum Ltd.
      which administers the payroll for the Company and related
  parties.

Compensation of Executive Officers and Directors

The Company entered into a Management Agreement with SMR
Investments Ltd. for the provision of management and administrative services.
Pursuant to the Management Agreement, SMR Investments Ltd. provides management
and administrative services to the Company, and is in a unique position to
service the promotion, marketing, investment and business management needs of
the Company, for which the Company pays up to $2,500 per month. The Management
Agreement also provides that the manager will be reimbursed for all reasonable
out-of-pocket expenses. Susanne Robertson, a director of the Company, is the
sole shareholder of SMR Investments Ltd. and John Robertson, President and a
director of the Company is a director of SMR Investments Ltd During the last
fiscal year of the Company, the sum of $30,000 was paid as a management fee to
SMR Investments Ltd.

The aggregate cash compensation (including salaries, fees,
directors fees, commissions, bonuses paid/accrued for services rendered during
the fiscal year ended May 31, 2007, and any compensation other than bonuses
earned during the fiscal year ended May 31, 2006 the payment of which was
deferred) paid to the directors and executive officers by the Company and its
subsidiaries for services rendered during the fiscal year ended May 31, 2007 was
$90,396 ($87,320 in 2006). Included in this amount is $30,000 paid as a
management fee to SMR Investments Ltd., (see SMR Management Agreement above)
Other than as herein set forth, the Company did not pay any additional
compensation to its directors and executive officers (including personal
benefits and securities or properties paid or distributed which compensation was
not offered on the same terms to all full time employees).

No cash or non-cash compensation was paid or distributed to the
executive officers of the Company under any pension or other plans nor is there
any plan for such payments or distributions during the following fiscal year
contributed to the directors and officers.

During the fiscal year ended May 31, 2007 1,900,000 stock
options were granted pursuant to stock option plans. No employee options were
exercised and 1,590,000 options were cancelled or expired (see Note 10 to our
Financial Statements).

Total options currently exercisable at the date of this 20-F
are 2,487,500. All exercise prices are CDN dollars as listed in the following
tables. See Note 10 to the financial statements.

Option/SAR Grants

Name
    Number of Options Granted
    % of Total Options Granted as of May 31, 2007
    Exercise or Base Price ($/Security)
    Date of Grant
    Mkt. Value of Securities Underlying Options on
      Date of Grant ($) (3)
    Expiry DateDirectors who are not Named
      Executive Officers (1)
    600,000
    24.1% (2)
    $0.15
    April 24, 2007
    $93,000
    April 24, 2012


(1) Jennifer Lorette, a Director, was granted 100,000 options
at $0.15 expiring April 24, 2012. Susanne Robertson, a Director, was granted
500,000 options at $0.15, expiring on April 24, 2012. (2) Total options
granted during fiscal 2007 were 1,900,000. (3) The closing price of the
Companys shares on the TSX Venture Exchange on May 31, 2007 was $0.155.

55

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Options to Purchase Registrant's Common Shares Held by
Officers and Directors of Registrant

NAME OF OPTIONEE
    NUMBER OF OPTIONS
    EXERCISE PRICE (CDN $)
    EXPIRY DATEJohn G. Robertson
    1,000,000
    $0.15
    April 24, 2012Jennifer Lorette
    100,000
    $0.15
    April 24, 2012Monique van Oord
    50,000
    $0.35
    April 24, 2012Susanne Robertson
    500,000
    $0.15
    April 24, 2012TOTAL HELD AS A GROUP:
    1,650,000


Options to Purchase Registrants Common Shares Held by
Persons Other than Officers and Directors of the Registrant

Name of Optionee
    No. of Optioned Shares
    Exercise Price Per Share
    Expiry DateArnie Winrob
    50,000
    $0.15
    April 24, 2012Cheryl Derbyshire
    25,000
    $0.18
    November 2, 2011James Kerr
    75,000
    $040
    March 4, 2008Peter Zihlmann
    112,500
    $0.20
    October 20,2008George Duggan
    300,000
    $0.45
    November 13, 2008Agoracom Investor Relations Corp.
    250,000
    $0.285
    June 1, 2009Barbara West
    25,000
    $0.15
    June 11, 2011TOTAL HELD AS A GROUP:
    837,500


INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors and senior officers of the Company,
proposed nominees for election or associates of such persons is or has been
indebted to the Company or its subsidiaries, other than routine indebtedness, at
any time since the beginning of the last completed financial year of the
Company.

C. BOARD PRACTICES

Under section 224 of the Business Corporations Act,S.B.C. 2002, c. 57, the directors of a company must, at their first meeting
on or after each annual reference date, elect an audit committee, to hold office
until the next annual reference date. The audit committee must be composed of at
least 3 directors, and a majority of the members of the committee must not be
officers or employees of the company or of an affiliate of the company. The
members must elect a chair from among their number and determine their own
procedures. The auditor of a company must be given reasonable notice of, and has
the right to appear before and to be heard at each meeting of the companys
audit committee and must appear before the audit committee when request to do so
by the committee and after being given reasonable notice to do so. Our Board of
Directors established an Audit Committee which members consist of Monique van
Oord, Susanne Robertson and Jennifer Lorette.

The Directors are elected by the shareholders to hold office
for a term of one year or until re-elected at the next annual general meeting.

D. EMPLOYEES

We employed no employees during any of the years ended May 31,
2007, May 31, 2006 and May 31, 2005. Our legal, accounting, marketing and
administrative functions are, and have been during the last three fiscal years,
contracted out to consultants.

56

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We have no employees; as such, no directors or officers belong
to any labor unions. We have not been subject to any strikes or other labor
disturbances that have interfered with our operations.

E. SHARE OWNERSHIP

The following table sets forth the ownership of our common
shares by our Directors and Officers as at October 4, 2007:

Shareholder
    Number of shares issued and outstanding
    Percentage ownership (1)John G. Robertson
    3,196,014 (2)
    7.33%Jennifer Lorette
    212,800 (3)
    *Monique van Oord
    85,000 (4)
    *Susanne Robertson
    6,529,983 (5)
    14.98%


(1) as at October 4, 2007, there were 43,577,528 issued and
outstanding common shares.

(2) includes 395,450 shares registered in the name of Access
Information Services, a corporation controlled by the Robertson Family Trust;
50,000 shares registered in the name of KLR Petroleum, a corporation controlled
by John Robertson, and 1,000,000 options registered in the name of Mr. Robertson
that are currently exercisable. [Mr. Robertson is one of three trustees of the
Robertson Family Trust, which acts by the majority vote of the three trustees.
Mr. Robertson disclaims beneficial ownership of the shares owned or controlled
by the Robertson Family Trust]. Mr. Robertson's address is the same as our
address].

(3) Includes 100,000 options that are currently exercisable.
Ms. Lorette's address is the same as our address.

(4) Includes 50,000 options that are currently exercisable. Ms.
van Oords address is the same as the Companys.

(5) includes 5,338,883 shares registered in the name of SMR
Investments Ltd., and 500,000 options that are currently exercisable, . Ms.
Robertson's address is the same as the Companys.

*Beneficially owns less than one percent of our common shares.

For information regarding the ownership of stock options to
acquire our common shares which are held by our Directors and Officers, and also
by our employees, please refer to Item 6.B above  Stock Options Granted to
Employees, Directors and Senior Managers.

As a foreign private issuer, our officers, directors and ten
percent beneficial owners we will not be subject to the reporting obligations of
the proxy rules of the Section 14 of the Securities Exchange Act of 1934 or the
insider short-swing profit rules of Section 16 of the Securities Exchange Act of
1934.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS.

To the best of our knowledge, we are not indirectly owned or
controlled by any other corporation, foreign government or by any other natural
or legal person, except as set out below.

At May 31, 2007, we are aware of the following shareholders who
owns 5% or greater of the voting shares of the Company:

57

---

Name of Shareholder
    No. of Common Shares Owned
    Percentage of Outstanding
      Common SharesSusanne Robertson
    6,029,983 (5)
    14.98%John G. Robertson
    2,196,014 (2)
    7.33%


| | (1) | Of the 6,029,983 common shares owned by Susanne
      Robertson, 691,600 common shares are held directly and the balance of
      5,338,883 common shares are held by SMR Investments Ltd., a private
      company wholly-owned by Susanne M. Robertson..                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Of the 2,196,014 common shares owned by John G.
      Robertson, 1,750,564common shares are held directly, 395,450,000 common
      shares are held by Access Information Services Inc., a private company
      wholly-owned by The Robertson Family Trust, and 50,000 common shares are
      held by KLR Petroleum, a corporation controlled by Mr.
  Robertson.

Over the past three years, there has not been a significant
change in the percentage ownership held by any major shareholder. The Companys
major shareholders do not have different voting rights from any other holder of
common shares.

Canadian Share Ownership.

On August 31, 2007, our shareholders list showed 43,577,528
common shares outstanding with registered and indirect holding by depository
institutions and other financial institutions estimated as 102 holders of record
resident in Canada, holding an aggregate of 34,898,625 common shares; 140
holders of record resident in the United States, holding an aggregate of
6,943,653 common shares; and 6 holders of record resident elsewhere holding an
aggregate of 1,735,250 common shares.

Control of the Company

We are a publicly owned, widely-held Canadian corporation, with
shareholders in Canada, the United States and other foreign jurisdictions. We
are not controlled by another corporation, by any foreign government, or other
natural or legal person, other than John Robertson and Susanne Robertson listed
above. We do not know of any arrangements which could result in a change in
control of the Company.

B. RELATED PARTY TRANSACTIONS.

The Company entered into a Management Agreement with SMR
Investments Ltd. for the provision of management and administrative services.
Pursuant to the Management Agreement, SMR Investments Ltd. provides management
and administrative services to the Company, and is in a unique position to
service the promotion, marketing, investment and business management needs of
the Company, for which the Company pays up to $2,500 per month. The Management
Agreement also provides that the manager will be reimbursed for all reasonable
out-of-pocket expenses. Susanne Robertson, a director of the Company, is the
sole shareholder of SMR Investments Ltd. and John Robertson, President and a
director of the Company is a director of SMR Investments Ltd. During the last
fiscal year of the Company, the sum of $30,000 was paid as a management fee to
SMR Investments Ltd.

We had related party advances owing of $172,180 at the May 31,
2007 year-end, compared to $ 76,415 at the end of our previous fiscal year.
These were unsecured, non-interest bearing and with no fixed terms of repayment.
These transactions with related parties during the year ended May 31, 2007 are
as follows:

1.          
Reg Technologies Inc. is a public company, which shares office facilities and
staff, several directors and participates in Joint Ventures with the Company.
REGI US, Inc. is another company with common directors, staff and office
facilities.

2.          
Office rent amounted to $15,018 (2006 - $17,040; 2005 - $16,680) for the year
ended May 31, 2007 of which $4,847 (2006 - $11,360; 2005 - $11,120) has been
shared with Reg Technologies Inc. and REGI US, Inc. As of May 31, 2007, $2,856
(2006 - $Nil; 2005 - $Nil) was receivable from REGI US, Inc. to the Company.

58

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3.          
SMR Investments Ltd. is a private company controlled by an officer of the
Company. Under a management contract with SMR Investments Ltd., the Company
agreed to pay up to $2,500 per month for management services. The Company was
charged management fees of $30,000 (2006 - $30,000; 2005 - $30,000) by SMR
during the current year.

4.          
The Company holds 15,880 shares of Linux Gold Corp, a British Columbia public
company with common directors.

5.          
Directors fees of $12,000 (2006 - $12,000; 2005 - $12,000) were paid to J.
Robertson, President of the Company; administration consulting fees of $24,000
(2006 - $19,000; 2005 - $25,750) were paid to J. Lorette, a director of the
Company and secretarial fees of $15,000 (2006 - $19,550; 2005 - $23,500) were
paid to M. van Oord, a director of the Company.

6.          
Fees of $9,396 (2006 - $6,770; 2005 - $9,019) were paid to KLR Petroleum Ltd.
(which is controlled by an officer of the Company) for administration of the
Company payroll and benefit plan.

We believe that the terms of these transactions were incurred
in the normal course of operations and are equivalent or more favorable than
terms we would be able to negotiate in arms-length transactions with
unaffiliated parties.

C. INTERESTS OF EXPERTS AND COUNSEL.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Our financial statements are stated in Canadian Dollars (CDN$)
and are prepared in accordance with Canadian Generally Accepted Accounting
Principles (GAAP), the application of which conforms in all material respects
for the periods presented with United States GAAP, except as discussed in
footnotes to the financial statements.

Our audited consolidated financial statements for the fiscal
years ended May 31, 2007, May 31, 2006 and May 31, 2005 are attached hereto.

Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Distribution Policy

We have not paid any cash dividends to date and we do not
intend to pay cash dividends in the foreseeable future.

B. SIGNIFICANT CHANGES

None.

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Our shares trade on the TSX Venture Exchange (the "TSXV"),
since July 1985, under the symbol TRC-V. There are currently no restrictions on
the transferability of these shares under Canadian securities laws. In addition,
there has been a very limited U.S. market in our shares on the "Pink Sheets" for
the past several years, under the symbol TRYLF. We are not specifically aware
of prices and other trading details for any shares which have or may have traded
on the "Pink Sheets".

59

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The following table shows the annual high and low closing
prices of our stock traded on the TSXV during the last five fiscal years as
follows:

Year
    High ($CDN)
    Low ($CDN)
    Close ($ CDN)2007
    0.37
    0.145
    0.1552006
    0.41
    0.185
    0.2752005
    0.56
    0.265
    0.272004
    0.85
    0.24
    0.372003
    0.53
    0.08
    0.352002
    0.27
    0.05
    0.22


The following table shows the quarterly high and low closing
prices of our stock traded on the TSXV during the last two fiscal years, for
each quarter as follows:

Period
    High
    Low
    Close
    Volume2007Q4 5/31/07
    0.185
    0.15
    0.155
    1,137,110Q3 2/28/07
    0.185
    0.145
    0.155
    1,923,679Q2 11/30/06
    0.26
    0.17
    0.18
    2,322,170Q1 8/31/06
    0.37
    0.26
    0.26
    1,539,3322006Q4 5/31/06
    0.41
    0.255
    0.275
    2,370,397Q3 2/28/06
    0.39
    0.20
    0.355
    2,176,794Q2 11/30/05
    0.28
    0.185
    0.235
    1,250,975Q1 8/31/05
    0.33
    0.23
    0.235
    739,925


(Information provided by the TSX Venture Exchange. The
quotations reflect inter-dealer prices, without retail mark-up, markdown, or
commission and may not represent actual transactions.)

The following table shows the high and low closing prices of
our stock traded on the TSX Venture Exchange during the most recent six months,
for each month as follows:

Month
    High*
    Low*2007, September
    0.26
    0.192007, August
    0.35
    0.252007, July
    0.375
    0.272007, June
    0.31
    0.272007, May
    0.37
    0.262007, April
    0.17
    0.155


(*Information provided by the TSX Venture Exchange. The
quotations reflect inter-dealer prices, without retail mark-up, markdown, or
commission and may not represent actual transactions.)

Common Share Description

Our authorized share capital consists of 100,000,000 common
shares without par value and 5,000,000 preferred shares with a par value of
$1.00. All of our authorized common shares are of the same class and, once
issued, rank equally as to dividends, voting powers, and participation in
assets. The Preferred Shares have attached thereto a right to receive dividends
as determined by the Directors. The Preferred Shares may be issued in series,
with special rights and restrictions therefore being determined by the
Directors, subject to regulatory approval. No Preferred Shares have been issued
to the date of this 20-F.

Holders of common shares are entitled to one vote for each
share held of record on all matters to be acted upon by the shareholders.
Holders of common shares are entitled to receive such dividends as may be
declared from time to

60

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time by the Board of Directors, in its discretion, out of funds
legally available therefore. Upon our liquidation, dissolution or winding up,
holders of common shares are entitled to receive pro rataour assets, if
any, remaining after payments of all debts and liabilities. No shares have been
issued subject to call or assessment. There are no preemptive or conversion
rights and no provisions for redemption or purchase for cancellation, surrender,
or sinking or purchase funds.

Provisions as to the modification, amendment or variation of
such shareholder rights or provisions are contained in the Business
Corporations Act(British Columbia). Unless the Act or our Articles
otherwise provide, any action to be taken by a resolution of the shareholders
may be taken by an ordinary resolution, being approved by a vote of a majority
of the votes cast in respect of the matter at the shareholders meeting.

There are no restrictions on the repurchase or redemption of
our common shares while there is any arrearage in the payment of dividends or
sinking fund installments. Convertible Securities / Warrants

The following table lists, as of May 31, 2007, the share
purchase warrants outstanding. As of May 31, 2007, we were aware of 6 holders of
our 2,418,340 share purchase warrants, 5 of whom were resident in Canada, 1
holder was offshore and no holders were resident in the United States. These
warrants were issued in conjunction with two private placements for the purchase
of a total of 3,842,340 units (consisting of common shares with warrants).

Effective Date of Issuance
    Number of Share Purchase Warrants Originally
      Issued
    Number of Share Purchase Warrants Still
      Outstanding
    Year 1
    Year 2
    Expiration Date of Share Purchase WarrantsMay 17, 2006
    1,324,000
    1,324,000
    0.30
    0.35
    May 17, 2008April 7, 2007
    1,194,340
    1,094,340
    0.20
    -
    April 11, 2008


B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Our shares trade on the TSX Venture Exchange (the "TSXV"),
since July 1985, under the symbol TRC-V. There are currently no restrictions on
the transferability of these shares under Canadian securities laws. In addition,
there has been a very limited U.S. market in our shares on the "Pink Sheets" for
the past several years, under the symbol TRYLF. We are not specifically aware
of prices and other trading details for any shares which have or may have traded
on the "Pink Sheets".

We are working with our sponsor Market Maker, Westminster
Securities, Inc., to apply to quote our common shares on the OTC Bulletin Board
quotation service upon reaching effectiveness and the no-comment stage of this
20-F.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

61

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ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

A.1. Authorized and Issued Share Capital

The authorized and issued share capital as of May 31, 2007:

Authorized Share Capital: 100,000,000 common shares without par
value.

As of May 31, 2007, a total of 40,862,528 common shares have
been issued and fully paid for a total of $10,839,258. As of August 31, 2007, a
total of 43,577,528 common shares have been issued and fully paid for a total of
$11,246,508.

Below is a summary of the Companys outstanding shares during
the year ended May 31, 2007, and the three months ended August 31, 2007:

NUMBEROFSHARES
    
    
    AMOUNTBalance, May 31, 2006
    
    39,468,188
    
    $
    10,624,107Shares issued
      for mineral properties (i)
    
    100,000
    
    
    16,000Private placement (ii)
    
    1,194,340
    
    
    179,151Private
      placement warrants exercised (iii)
    
    100,000
    
    
    20,0001,394,340
    
    
    215,151Balance, May 31, 2007
    
    40,862,528
    
    $
    10,839,258Private
      placement (iv)
    
    2,175,000
    
    
    407,250Balance, August
      31, 2007
    
    43,575,528
    
    $
    11,246,508


(i) On February 14, 2007, 100,000
common shares were issued at $0.16 per share to Linux Gold Corp. under the terms
of the Fish Creek mineral property agreement.

(ii) On April 7, 2007, the Company
issued 1,194,340 units of capital stock pursuant to a Private Placement with 4
placees at a price of $0.15 per unit. Each unit consists of one share and one
share purchase warrant exercisable within one year for $0.20 per share.

(iii) On May 23, 2007, an individual
exercised warrants for 100,000 shares at a price of $0.20 per share

(iv) The Company completed a private
placement on August 30, 2007 for 2,175,000 units at $0.15 per unit. Each unit
consists of one common share and one share purchase warrant exercisable for
$0.20 per share in the first year and $0.25 per share in the second year.

A.2 Shares not representing capital  Not applicable

A.3 Shares held by Company  Not applicable.

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A.4 Share Purchase Warrants

The Company has the following share purchase warrants
outstanding as at May 31, 2007. Each whole share purchase warrant entitles the
holder to purchase one common share of the Company:

Number of
    Resulting
    Exercise Price Per
    Expiry DateWarrants
    Number
    Shareof
    (CDN $)Common**Shares**Private placement warrants (i)
    1,094,340
    1,094,340
    $0.20
    April 11, 2008Private placement warrants (ii)
    1,324,000
    1,324,000
    $0.35
    May 17, 2008


(i) On May 17, 2006, the Company issued
2,648,000 units of capital stock pursuant to a Private Placement with 3 placees
at a price of $0.25 per unit. Each unit consists of one share and one-half share
purchase warrant exercisable within one year for $0.30 per share (or for $0.35
within the second year).

(ii) On April 7, 2007, the Company
issued 1,194,340 units of capital stock pursuant to a Private Placement with 4
placees at a price of $0.15 per unit. Each unit consists of one share and one
share purchase warrant exercisable within one year for $0.20 per share. On May
23, 2007, an individual exercised warrants for 100,000 shares at a price of
$0.20 per share.

The Company has the following share purchase warrants
outstanding as at August 31, 2007. Each whole share purchase warrant entitles
the holder to purchase one common share of the Company:

Number of
    Resulting
    Exercise Price Per
    Expiry DateWarrants
    Number
    Shareof
    (CDN $)Common**Shares**Private placement warrants (i)
    1,094,340
    1,094,340
    $0.20
    April 11, 2008Private placement warrants (ii)
    1,324,000
    1,324,000
    $0.35
    May 17, 2008Private placement
    2,175,000
    2,175,000
    $0.20
    August 30, 2008warrants (iii)
    
    
    $0.25
    August 30, 2009


(i) On May 17, 2006, the Company issued
2,648,000 units of capital stock pursuant to a Private Placement with 3 placees
at a price of $0.25 per unit. Each unit consists of one share and one-half share
purchase warrant exercisable within one year for $0.30 per share (or for $0.35
within the second year).

(ii) On April 7, 2007, the Company
issued 1,194,340 units of capital stock pursuant to a Private Placement with 4
placees at a price of $0.15 per unit. Each unit consists of one share and one
share purchase warrant exercisable within one year for $0.20 per share. On May
23, 2007, an individual exercised warrants for 100,000 shares at a price of
$0.20 per share.

(iii) On August 31, 2007, the Company
issued 2,715,000 units of capital stock pursuant to a Private Placement with 36
placees at a price of $0.15 per unit. Each unit consists of one share and one
share purchase warrant. Each Warrant enables the investor to purchase one
additional share of Common Stock at $0.20 in the first year or $0.25 in the
second year from the date the units are issued.

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A.5 Stock Options

The following table summarizes the stock options outstanding
and exercisable at May 31, 2007 and August 31, 2007:

| |                      | Number
      of Options | Price      | Expiry
      Date
| | -------------------- | ----------------------- | ---------- | -----------------
| | Consultants options | 75,000                  | $    0.40  | March 4, 2008    
| | Consultants options | 112,500                 | $    0.20  | October 20, 2008 
| | Consultants options | 300,000                 | $    0.45  | November 13, 2008
| | Directors options   | 50,000                  | $    0.15  | March 5, 2009    
| | Consultants options | 250,000                 | $    0.285 | June 1, 2009     
| | Consultants options | 25,000                  | $    0.15  | June 11, 2011    
| | Employees options   | 25,000                  | $    0.18  | November 2, 2011 
| | Directors options   | 1,600,000               | $    0.15  | April 24, 2012   
| | Employees options   | 50,000                  | $    0.15  | April 24, 2012   
| |                      | 2,487,500               |            |                  

A.6 History of Share Capital

The following table sets out the history of the Companys share
capital for the past five fiscal years:

Fiscal Year
    Nature of Share
    Number of
    Amount (Cdn $)Issuance
    SharesFiscal 2003
    Private placement
    A
    1,500,000
    150,000Employee stock option exercised
    B
    12,500
    1,875Private placement warrants exercised
    C
    275,000
    33,000Private placement
    D
    217,350
    76,073Issued for Mineral Property Fish Creek mineral
      property
    E
    200,000
    16,000Fiscal 2004
    Stock options exercised
    F
    247,500
    37,125Private placement
    G
    2,000,000
    495,887Private placement warrants exercised
    H
    250,000
    30,000Stock option exercised
    I
    50,000
    20,000Private placement
    J
    3,000,000
    1,026,375Private placement warrants exercised
    K
    193,500
    58,050


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Private placement
    L
    2,000,000
    982,750Debt settlement
    M
    201,600
    70,560Fiscal 2005
    Private placement warrants exercised
    N
    622,000
    186,600Private placement warrants exercised
    O
    975,000
    146,250Private placement
    P
    2,000,000
    593,363Fiscal 2006
    Stock option exercised
    Q
    37,500
    7,500Private placement
    R
    2,648,000
    662,000Stock option exercised
    S
    5,000
    1,750Fiscal 2007
    Mineral property shares issued
    T
    100,000
    16,000Private placement
    U
    1,194,340
    179,151Private placement warrants exercised
    V
    100,000
    20,000


A.          
On December 11, 2002, the Company issued 1,500,000 units of capital stock at a
price of $ 0.10 per unit, pursuant to a Private Purchase agreement, to net the
treasury $ 150,000. Each unit consists of one common share and one share
purchase warrant exercisable within the first year for $ 0.12 and $ 0.15 within
the second year per common share.

B.          
On December 20, 2002, an employee, exercised an Employee Stock Option for 12,500
shares at $0.15per share to net the treasury $ 1,875.

C.          
On January 15 and 23, 2003, two individuals exercised Private placement warrants
for a total of 275,000 shares at $ 0.12 per share to net the treasury $ 33,000.

D.          
On May 23, 2003, the Company issued 217,350 shares of capital stock at a price
of $ 0.35 per unit, pursuant to a Private Purchase agreement, to net the
treasury $ 76,073. These shares were issued in regards to a subscription
received by its subsidiary, Teryl, Inc.

E.          
On December 16, 2002, the Company issued 200,000 common shares, at a price of $
0.08 each, to Linux Gold Corp. pursuant to the Fish Creek mineral claims
agreement.

F.          
On June 23, 2003, the president of the Company, exercised a Stock Option for
10,000 shares and on November 28, December 4, 2003 and February 24, 2004 three
employees exercised Stock Options for 237,500 shares, at $ 0.15 per share to net
the treasury $ 37,125.

G.          
On August 26, 2003, the Company issued 2,000,000 units of capital stock pursuant
to a Private Placement with 27 placees at a price of $ 0.25 per unit ($ 500,000
less issue costs of $ 4,113) to net the treasury $ 495,887. Each unit consists
of one common share and one-half share purchase warrant exercisable in the first
year for $ 0.30 and $ 0.40 in the second year, per common share.

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H.          
On October 20, 2003, one individual exercised Private placement warrants for a
total of 250,000 shares at $ 0.12 per share to net the treasury $ 30,000.

I.          
On November 21, 2003, 50,000 shares at $ 0.40 per share were issued on the
exercise of stock options.

J.          
On November 24, 2003, the Company issued 3,000,000 units of capital stock
pursuant to a Private Placement with 50 placees at a price of $ 0.35 per unit ($
1,050,000 less issue costs of $ 23,625) to net the treasury $ 1,026,375. Each
unit consists of one common share and one-half share purchase warrant
exercisable within one year for $ 0.50 per common share.

K.          
In December, 2003 and January, March and April, 2004, private placement warrants
totalling 193,500 shares at $ 0.30 per share were exercised.

L.          
On April 26, 2004, the Company issued a Private Placement with 27 placees for
2,000,000 units at $ 0.50 per unit to net the treasury $ 982,750 ($ 1,000,000
less issue costs of $ 17,250). Each unit consists of one common share and one
share purchase warrant for one additional common share exercisable within
eighteen months for a price of $0.60 per share.

M.          
On March 9, 2004, the Company issued 201,600 common shares at $0.35 per share
for settlement of debt totalling $ 70,560.

N.          
During the August 31, 2004 quarter, 10 individuals exercised private placement
warrants totalling 622,000 shares at a price of $ 0.30 per share to net the
treasury $ 186,600.

O.          
During the November 30, 2004 quarter, 3 individuals exercised private placement
warrants totalling 975,000 shares at a price of $ 0.15 per share to net the
treasury $ 146,250.P. On May 18, 2005, the Company issued 2,000,000 units of
capital stock pursuant to a Private Placement with 42 placees at a price of $
0.30 per unit ($ 600,000 less issue costs of $ 6,637) to net the treasury $
593,363. Each unit consists of one share and one-half share purchase warrant
exercisable within one year for $ 0.35 per share.

Q.          
On February 23, 2006, a consultant exercised a portion of his stock option for
37,500 common shares at a price of $ 0.20 to net the treasury $ 7,500.

R.          
On May 17, 2006, the Company issued 2,648,000 units of capital stock pursuant to
a Private Placement with 3 placees at a price of $0.25 per unit. Each unit
consists of one share and one-half share purchase warrant exercisable within one
year for $0.30 per share (or for $0.35 within the second year).

S.          
On May 18, 2006, one individual exercised warrants for 5,000 shares at a price
of $0.35 per share.

T.          
On February 14, 2007, 100,000 common shares at a deemed value of $0.16 each were
issued to Linux Gold Corp. under the terms of the Fish Creek mineral property
agreement.

U.          
On April 7, 2007, the Company issued 1,194,340 units of capital stock pursuant
to a Private Placement with 3 placees at a price of $ 0.15 per unit to net the
treasury $ 179,151. Each unit consists of one share and one share purchase
warrant which may be exercised within one year for $ 0.20 per share.

V.          
On May 23, 2007, an individual exercised warrants for 100,000 shares at a price
of $ 0.20, to net the treasury $ 20,000.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

We were incorporated on May 23, 1980, as Candy Mountain Gold
Corporation under a perpetual charter pursuant to the Company Act(British Columbia) by the registration of its Memorandum of Association and
Articles of Association. On January 20, 1984, a special resolution was passed
changing its name to Teryl Resources Corp.

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On March 29, 2004, the new British Columbia Business
Corporations Act (the "BCA") came into force in British Columbia and replaced
the former Company Act (Former Act), which is the statute under which we were
previously governed. Under the BCA, we have two years within which to transition
("Transition") under the new statute. In accordance with the BCA, we cannot
amend our Articles or Notice of Articles until the Transition to the BCA is
completed. We filed a transition application with the Registrar of Companies
British Columbia to transition to the BCA and completed the Transition on
September 13, 2004.

On November 15, 2004, at the Annual General Meeting of
shareholders, our shareholders passed a special resolution to delete and replace
our Articles as they applied to the Former Act in their entirety for new
articles under the BCA. Under the Business Corporations Act(British
Columbia) we are permitted to conduct any lawful business that we are not
restricted from conducting by our memorandum and articles, neither of which
contain any restriction on the business we may conduct. Our Incorporation Number
is BC0187279.

A director who, in any way, directly or indirectly, is
interested in a proposed contract or transaction with us must disclose in
writing the nature and extent of the director's interest at a meeting of
directors and abstain from voting on approval of the matter. Our Articles permit
an interested director to be counted in the quorum and the Business
Corporations Act(British Columbia) provides that a director of a company is
not deemed to be interested in a proposed contract or transaction merely because
the proposed contract or transaction relates, among other things, to an
indemnity, liability insurance or the remuneration of a director in that
capacity. Hence, directors can vote compensation to themselves or any of their
members. The board of directors has an unlimited power to borrow, issue debt
obligations and to charge our assets, provided only that such power is exercised
bona fide and in our best interests. There is no mandatory retirement age for
directors. A director is not required to have any share qualification.

We have two classes of shares. We have 100,000,000 authorized
common shares, voting, without par value; and authorized 5,000,000 non-voting
preferred shares with a par value of $1.00. Our common shares are without any
special rights or restrictions.

The Preferred Shares have attached thereto a right to receive
dividends as determined by the Directors. The Preferred Shares may be issued in
series, with special rights and restrictions therefor being determined by the
Directors, subject to regulatory approval. No Preferred Shares have been issued
to the date of this 20-F.

The dividend entitlement of a common shareholder of record is
fixed at the time of declaration by the board of directors. A vested dividend
entitlement does not lapse, but unclaimed dividends are subject to a statutory
six year contract debts limitation. Each common share is entitled to one vote on
the election of each director. There are no cumulative voting rights, in
consequence of which a simple majority of votes at the annual meeting can elect
all of our directors. Each common share carries with it the right to share
equally with every other common share in dividends declared and in any
distribution of our surplus assets after payment to creditors on any winding up,
liquidation or dissolution. There are no sinking fund provisions. All common
shares must be fully paid prior to issue and are thereafter subject to no
further capital calls by us. There exists no discriminatory provision affecting
any existing or prospective holder of common shares as a result of such
shareholder owning a substantial number of shares.

Under the Business Corporations Act(British Columbia),
the rights of shareholders may be changed only by the shareholders passing a
special resolution approved by 2/3 of the votes cast at a general meeting of
shareholders, the notice of which is accompanied by an information circular
describing the proposed action and its effect on the shareholders. Shareholders
representing 10% of our common shares who vote against such a resolution may
apply to the Court to set aside the resolution and the Court may set aside,
affirm or affirm and order us to purchase the shares of any shareholder at a
price determined by the Court.

The Board of Directors must call an annual general meeting once
in each calendar year and not later than 15 months after the last such meeting.
The Board may call an extraordinary general meeting at any time. Notice of such
meetings must be accompanied by an information circular describing the proposed
business to be dealt with and making disclosures as prescribed by statute. A
shareholder or shareholders having in the aggregate 5% of our issued shares may
requisition a meeting and the Board is required to hold such meeting within four
months of such

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requisition. Admission to such meetings is open to registered
shareholders and their duly appointed proxies. Others may be admitted subject to
the pleasure of the meeting.

Our memorandum and articles contain no limitations on the
rights of non-resident or foreign shareholders to hold or exercise rights on our
shares. There is no limitation at law upon the right of a non-resident to hold
shares in a Canadian company. There are no provisions in our memorandum and
articles that would have an effect of delaying, deferring or preventing a change
in control and that would operate only with respect to a merger, acquisition or
corporate restructuring involving us or any of our subsidiaries.

There is no provision in our articles setting a threshold or
requiring or governing disclosure of shareholder ownership above any level.
Securities Acts, regulations and the policies and rules thereunder in the
Provinces of Alberta and British Columbia, where we are a reporting company,
require any person holding or having control of more than 10% of our issued
shares to file insider returns disclosing such share holdings.

C. MATERIAL CONTRACTS

During the years ended May 31, 2007 and May 31, 2006, we
entered into the following material contracts.

Fish Creek Joint Venture Agreement

On March 5, 2002 we announced that a joint venture has been
completed for a 50% interest in 30 Fish Creek claims in Alaska based on the
following terms and conditions. The Company would issue 200,000 treasury shares
of its common shares, which shares were issued on December 16, 2002, and will
give to Linux Gold Corp. a 5% royalty interest until $2,000,000 U.S. has been
received from the royalty payments. We may purchase the 5% net royalty for
$500,000 U.S. within 1 year after production. We also agree to expend a minimum
of $500,000 U.S. after three years from the date of the agreement.

On November 4, 2002, we amended the March 5, 2002 agreement
with Linux Gold Corp. We agreed that in consideration for receiving a mining
license which was not disclosed to us at the time of the March 5, 2002
agreement, both parties agreed to grant Linux a back in working interest for a
25% interest in the mining lease after Teryl completes the US$500,000
expenditures.

In March 2007, the joint venture agreement was extended until
March 5, 2009. Other than the extension, all other terms remain the same.

Gold Hill Property Purchase and Net Profits Royalty Agreement

On June 10, 2006, the Company and Frederic & John Rothermel
(the Vendors) entered into an agreement whereby the Company purchased a 100%
interest in the Gold Hill Patented Claim Group located in the Warren Mining
District, Cochise County, Arizona, USA, subject to a 10% Net Profit royalty to
the vendors, for the following considerations:

| | - | $5,655 ($ 5,000 US) for a 90 day option and $ 11,268 ($
      10,000 US) to complete a due diligence within 90 days (paid),                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | $7,000 ($ 6,000 US) paid January 5, 2007 to the Vendors,
      with $ 6,000 US payments to be made each quarter, (all required quarterly
      payments have been paid)
| | - | to complete a $ 50,000 US first phase exploration program
      conducted by the Vendors,                                                                              
| | - | $250,000 US per year upon commencement of production.                                                                                                                  

Kentucky Gas Wells

The Company entered into agreements with IAS Energy, Inc.
(formerly IAS Communications, Inc.), a company with common directors, to
purchase 40% interests (subject to 40% net revenue interests to others) on May
18, 2006, in the Ken Lee #1 natural gas well for $103,045 ($92,500 US); on June
8, 2006, in the Elvis Farris #2 natural gas well for $104,461 ($92,500 US); and
on July 31, 2006, in the Clarence Bright #1 natural gas well for $104,673
($92,500 US). All the wells are located in Knox or Laurel Counties, Kentucky,
USA. The Company has first refusal rights to

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participate in up to 21 future wells, which expires in October,
2007. The Ken Lee well commenced production in June, 2006; the Elvis Farrell
well commenced production in August, 2006; and the Clarence Bright well
commenced production in December, 2006.

D. EXCHANGE CONTROLS.

There are no governmental laws, decrees or regulations in
Canada relating to restrictions on the export of capital affecting the
remittance of interest, dividends or other payments to nonresident holders of
the Registrant's shares. Any such remittances, however, are subject to
withholding tax. See Item 10.E, "Taxation". There are no limitations under the
laws of Canada, the Province of British Columbia or in the charter or any other
constituent documents of the Company on the right of foreigners to hold or vote
the shares of the Company. However, under the provisions of the Investment
Canada Act, when control of a Canadian business is acquired by a non- Canadian,
the transaction may be reviewable in certain circumstances by Investment Canada,
an agency of the federal government of Canada. Reviewable transactions are those
in which a non-Canadian acquires the assets of a Canadian business or the voting
shares of a Canadian corporation the value of which assets or shares exceeds $5
million (Canadian). Also, certain transactions are specifically exempted from
review.

E. TAXATION.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal
Canadian federal income tax consequences of acquiring, holding and disposing of
shares of our common stock for a shareholder of ours who is not a resident of
Canada but is a resident of the U.S. and who will acquire and hold our common
shares as capital property for the purposes of the Income Tax Act(Canada) (the Canadian Tax Act). This summary does not apply to a
shareholder who carries on business in Canada through a permanent
establishment situated in Canada or performs independent personal services
in Canada through a fixed base in Canada if the shareholders holding in Teryl
Resources Corp. is effectively connected with such permanent establishment or
fixed base. This summary is based on the provisions of the Canadian Tax Act and
the regulations thereunder and on an understanding of the administrative
practices of Canada Customs & Revenue Agency, and takes into account all
specific proposals to amend the Canadian Tax Act or regulations made by the
Minister of Finance of Canada as of the date hereof. It has been assumed that
there will be no other relevant amendment of any governing law although no
assurance can be given in this respect. This discussion is general only and is
not, nor is it intended to provide a detailed analysis of the income tax
implications of any particular shareholders interest. Investors are advised to
obtain independent advice from a shareholders own Canadian and U.S. tax
advisors with respect to income tax implications pertinent to their particular
circumstances. The provisions of the Canadian Tax Act are subject to income tax
treaties to which Canada is a party, including the

Canada-United States Income Tax Convention(1980), as
amended (the Convention).

Dividends on Common Shares and Other Income

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

The amount of a stock dividend (for tax purposes) would
generally be equal to the amount by which the paid up or our stated capital had
increased by reason of the payment of such dividend. We will furnish additional
tax information to our shareholders in the event of such a dividend. Interest
paid or deemed to be paid on our debt securities held by non-Canadian residents
may also be subject to Canadian withholding tax, depending upon the terms and
provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax
dividends paid to a religious, scientific, literary, educational or charitable
organization or to an organization constituted and operated exclusively to
administer a

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pension, retirement or employee benefit fund or plan, if the
organization is a resident of the U.S. and is exempt from income tax under the
laws of the U.S.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or
capital loss from a disposition of a share of our common stock is the amount, if
any, by which his or her proceeds of disposition exceed (or are exceeded by,
respectively) the aggregate of his or her adjusted cost base of the share and
reasonable expenses of disposition. The capital gain or loss must be computed in
Canadian currency using a weighted average adjusted cost base for identical
properties. The capital gains net of losses included in income are as follows.
For gains net of losses realized before February 28, 2000, as to 75%. For gains
net of losses realized after February 27, 2000 and before October 18, 2000, as
to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%.
There are special transitional rules to apply capital losses against capital
gains that arose in different periods. The amount by which a shareholders
capital loss exceeds the capital gain in a year may be deducted from a capital
gain realized by the shareholder in the three previous years or any subsequent
year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject
to Canadian tax on taxable capital gains, and may deduct allowable capital
losses, realized on a disposition of taxable Canadian property. Shares of our
common stock will constitute taxable Canadian property of a shareholder at a
particular time if the shareholder used the shares in carrying on business in
Canada, or if at any time in the five years immediately preceding the
disposition 25% or more of the issued shares of any class or series in our
capital stock belonged to one or more persons in a group comprising the
shareholder and persons with whom the shareholder and persons with whom the
shareholder did not deal at arms length and in certain other circumstances.

The Convention relieves U.S. residents from liability for
Canadian tax on capital gains derived on a disposition of shares unless: (a) the
value of the shares is derived principally from real property in
Canada, including the right to explore for or exploit natural resources and
rights to amounts computed by reference to production; (b) the shareholder was
resident in Canada for 120 months during any period of 20 consecutive years
preceding, and at any time during the 10 years immediately preceding, the
disposition and the shares were owned by him when he or she ceased to be
resident in Canada; or (c) the shares formed part of the business property of a
permanent establishment that the holder has or had in Canada within the
12 months preceding the disposition.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS.

Our financial statements included in this 20-F for the years
ended May 31, 2007, 2006, and 2005 were audited by Morgan & Company,
Chartered Accountant as stated in their reports appearing herein (which reports
express an unqualified opinion), and are included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

H. DOCUMENTS ON DISPLAY.

Material contracts and publicly available corporate records may
be viewed at our registered and records office located at Suite 240, 11780
Hammersmith Way, Richmond, British Columbia.

The Company files annual reports and furnishes other
information with the SEC. You may read and copy any document that we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 or by accessing the Commissions website (http://www.sec.gov). The
Company also files its annual reports and other information with the Canadian
Securities Administrators via SEDAR (www.sedar.com).

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I. SUBSIDIARY INFORMATION.

We hold a 100% interest Teryl, Inc., a private Delaware
corporation which is currently inactive.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

In June 2006, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes,
an interpretation of FASB Statements No. 109. FIN 48 clarifies the accounting
for uncertainty in income taxes by prescribing a two-step method of first
evaluating whether a tax position has met a more likely than not recognition
threshold and second, measuring that tax position to determine the amount of
benefit to be recognized in the financial statements. FIN 48 provides guidance
on the presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for
Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
140", to simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long- Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The adoption of
this statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. The objective of SFAS 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.

In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
requires employers to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This statement also requires an employer to

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measure the funded status of a plan as of the date of its
year-end statement of financial position, with limited exceptions. The
provisions of SFAS No. 158 are effective for employers with publicly traded
equity securities as of the end of the fiscal year ending after December 15,
2006. The adoption of this statement is not expected to have a material effect
on the Company's future reported financial position or results of operations. We
are a small business issuer as defined in Rule 405 of the Securities Act of
1933, and Rule 12b-2 of the Securities Exchange Act of 1934, as
amended, and therefore need not provide the information requested by this item.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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

A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

None.

B. USE OF PROCEEDS.

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with
the participation of our management, including the President, and the Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures [as defined in the Exchange Act Rule
13a-15(e)] as of the end of the period covered by this report. Based upon the
evaluation of the effectiveness of the disclosure controls and procedures as of
the end of the period covered by this 20-F, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of such date, the disclosure
controls and procedures were effective at the reasonable assurance level with
respect to such disclosure controls and procedures being designed to ensure that
information relating to the Registrant required to be disclosed by the Company
in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC.

There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide
reasonable , and not absolute assurance, of achieving the desired control
objectives, and management necessarily was required to apply its judgement in
evaluating the cost-benefit relationship of possible controls and procedures.

There was no significant change in our internal control over
financial reporting that occurred during our most recently completed fiscal year
ended May 31, 2007 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. Nor were there
any significant deficiencies or material weaknesses in our internal controls
requiring corrective actions.

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Extension of Compliance Date for Managements Report on
Internal Control Over Financial Reporting

The Company is a non-accelerated filer as defined in Rule 12b-2
of the Act. On September 21, 2005, the Securities and Exchange Commission
extended the compliance dates for non-accelerated filers concerning the
provisions of Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies,
requiring an evaluation of changes to internal control over financial reporting
requirements with respect to the companys first periodic report due after the
first annual report that must include managements report on internal control
over financial reporting. A company that is a non-accelerated filer must begin
to comply with these requirements for its first fiscal year ending on or after
July 15, 2007. In addition, the compliance period was extended to the amended
portion of the introductory language in paragraph 4 of the certification
required by Exchange Act Rules 13a-14(a) and 15d-14(a) that refers to the
certifying officers responsibility for establishing and maintaining internal
control over financial reporting for the company, as well as paragraph 4(b). The
amended language must be provided in the first annual report required to contain
managements internal control report and in all periodic reports filed
thereafter. The extended compliance dates also apply to the amendments of
Exchange Act Rules 13a-15(a) and 15d-15(a) relating to the maintenance of
internal control over financial reporting.

Under the internal control reporting provisions of the Act,
Management will be responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
The Companys internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

There were no changes in the Companys internal controls that
have materially affected, or are reasonably likely to materially affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

ITEM 15T. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16. [Reserved]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We do not currently have a financial expert in our audit
committee due to our relatively small size. In 2006, we had no employees and we
relied upon the services of a chartered accounting firm in Vancouver, BC,
Canada, to prepare our interim unaudited quarterly consolidated financial
statements. Also, we retained the audit services of Morgan & Company,
Chartered Accountants to perform the audit on our year-end consolidated
financial statements.

Moreover, the audit committee is comprised of seasoned business
professionals, whereby the members have over 25 years of experience in the
investment business and are board members of several corporations.

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On these bases, we believe that the audit committee has
adequate resources available to it when financial expertise and advice are
necessary.

ITEM 16B. CODE OF ETHICS

We have not adopted a formal written code of ethics given our
relatively small size, whereby we had no employees in 2006.

Directors are subject to the laws of the Province of British
Columbia, Canada, whereby they are required to act honestly, in good faith and
in the best interests of the Company.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses accounting fees and services of
the Registrant:

(Stated in terms of Canadian dollars)

Type of Services Rendered
    2007 Fiscal Year
    2006 Fiscal Year(a) Audit Fees
    $30,500
    $25,000(b) Audit-related Fees
    $25,875
    $8,075(c) Tax Fees
    $1,850
    $1,320(d) All Other Fees
    $9,800
    $750


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

Not applicable.

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

This item is not applicable as the Companys common shares have
not yet completed registration pursuant to section 12 of the Exchange Act.

PART III

ITEM 17. FINANCIAL STATEMENTS

Our financial statements are stated in Canadian Dollars and are
prepared in accordance with Canadian Generally Accepted Accounting Principles
(GAAP), the application of which, in our case, conforms in all material respects
for the periods presented with United States GAAP, except as discussed in
footnotes to the financial statements.

|Independent
      Auditors Report dated September 24, 2007                                                  
|-------------------------------------------------------------------------------------------------------------
|Consolidated
      Balance Sheets at May 31, 2007 and 2006                                                   
|Consolidated
      Statements of Operations and Deficit for the years ended May 31, 2007,
      2006 and 2005
|Consolidated
      Statements of Cash Flows for the years ended May 31, 2007, 2006 and 2005                  
|Notes
      to the Consolidated Financial Statements for the years ended May 31, 2007
      and 2006         

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

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ITEM 19. EXHIBITS

Documents filed as exhibits to this annual report:

Number
      Description1.1
      Certificate of Incorporation
           Candy Mountain Gold Corporation May 23, 1980
      (1)1.2
      Certificate of Name Change,
          Special Resolution and Altered Memorandum to change name from Candy
          Mountain Resources to Teryl Resources Corp. dated January 20, 1984
      (1)1.3
      Special resolutions and Altered
          memorandum dated October 25, 1985 increasing the authorized capital
          to 15,000,000 by creating 5,000,000 Preferred Shares with a par value
          of $1.00, and amending the Articles of the Company by adding Special
          Rights and Restrictions Attached to the Preferred Shares as a Class
      (1)1.4
      Altered memorandum and special
          resolution dated November 30, 1988 increasing the number of authorized
          common shares to 30,000,000 common shares from 10,000,000 common shares
      (1)1.5
      Altered memorandum and special
          resolution dated November 30, 1988 canceling the then existing Articles
          of the Company and replacing the Articles in their entirety with new
          Articles of the Company
      (1)1.6
      Altered memorandum and special
          resolution dated November 20, 2000 increasing the authorized capital
          to 100,000,000 common shares from 30,000,000, effective December 4,
          2002
      (4)1.7
      Altered Memorandum and special
          resolution, certificate of name change dated February 4, 2003 changing
          the name from Teryl Resources Corp. to Teryl Gold Corp.
      (4)1.8
      Transition Application and
          Notice of Articles transitioning from the former Company Act (British
          Columbia) to the Business Corporations Act (British Columbia) dated
          September 15, 2004
      (6)1.9
      Notice of Alteration effective
          November 25, 2004 changing the name of the Company back to Teryl Resources
          Corp.
      (6)1.10
      Notice of Articles dated November
          25, 2004 reflecting the Altered memorandum and special resolution dated
          November 15, 2004 canceling the then existing Articles of the Company
          and replacing the Articles in their entirety with new Articles of the
          Company
      (6)2.1
      Specimen copy of Registrants
          common share certificate
      (1)4.1
      Commitment to provide financing
          to Teryl Resources Corp. as required for ongoing operations dated February
          14, 2000 from John Robertson
      (2)4.2
      Mining Joint Venture Agreement
          between Fairbanks Gold Mining, Inc. and Teryl, Inc. dated September
          23, 1999
      (1)4.3
      Management Agreement dated
          December 1, 1994 between Teryl Resources Corp. and SMR Investments Ltd.
      (1)4.4
      Joint Venture Agreement between
          Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2002 
          Fish Creek Mineral Claims
      (3)4.5
      Amendment to Joint Venture
          Agreement between Linux Gold Corp. and Teryl Resources Corp. dated November
          4, 2002
      (4)4.6
      Anderson Group Property Purchase
          Agreement  August 18, 2003
      (5)4.7
      West Ridge Property Lease
          Agreement dated July 2003
      (5)4.8
      Extension to Joint Venture
          Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March
          5, 2005
      (6)4.9
      Upper Fox Creek Development
          Agreement dated June 23, 2004 between the Company, Jean Turner and Ron
          Way
      (6)4.10
      Natural
          Gas Well Interest Agreement between Teryl Resources Corp. and IAS Energy,
          Inc. dated May 18, 2006
      (8)4.11
      Mineral
          Property Agreement between Teryl Resources Corp. and Frederic &
          John Rothermel - Gold Hill Property  June 10, 2006
      (8)8.1
      List
          of Subsidiaries  Teryl, Inc. (a Delaware corporation)
      (8)14.1
      Consent
          of Morgan & Company
      (8)


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|(1) | incorporated by reference to the Registrants
      Registration Statement on Form 20-F filed on December 29, 2000 with the US
      Securities and Exchange Commission
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                        
|(2) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2000.                                                 
|    |                                                                                                                                                                        
|(3) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2002                                                  
|    |                                                                                                                                                                        
|(4) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2003                                                  
|    |                                                                                                                                                                        
|(5) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2004                                                  
|    |                                                                                                                                                                        
|(6) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2005                                                  
|    |                                                                                                                                                                        
|(7) | incorporated by reference to the Registrants Annual
      Report on Form 20-F for the fiscal year-ended May 31, 2006                                                  
|    |                                                                                                                                                                        
|(8) | attached hereto.                                                                                                                                                       

GLOSSARY OF MINING TERMS

The following is a glossary of some of the terms used in the
mining industry and referenced herein:

Adits: A horizontal or nearly horizontal passage driven
  from the surface for the working or dewatering of a mine.

Allochthonous terrane: a series of rocks; used in the
description of rocks in a general, formed or produced elsewhere than in its
present place

Alluvial: A term used to identify particular types of,
or minerals found associated with, deposits made by flowing water, such as
alluvial gold

Amphibolite: crystalloblastic rock consisting mainly of
amphibole and plagioclase with little or no quartz. As the content of quartz
increases, the rock grades into hornblende plagioclase gneiss

Arsenopyrite:A major ore of arsenic, Arsenopyite can
  contain a small amount of gold as an impurity

Assay:a precise and accurate analysis of the metal contents
  in an ore or rock sample

Au:gold.

Auger drill:a handheld machine that produces small,
continuous core samples in unconsolidated materials

Breccia: A fragmental rock; any rock formation
essentially composed of uncemented, or loosely consolidated, small angular

Colluvium:mixture of rock fragments

Contained gold: total measurable gold in grams or ounces
estimated to be contained within a mineral deposit. Makes no allowance for
economic criteria, mining dilution or recovery losses.

Diamond drill:a large machine that produces a more or
less continuous core sample of the rock or material being drilled.

Dynamothermal metamorphism:A form of regional
metamorphism that acts on rocks caught between two converging plates and is
initially caused by directed pressure from the plates, which causes some of the
rocks to rise

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and others to sink, sometimes by tens of kilometers. The rocks
that fall then experience further dynamothermal metamorphism, this time caused
by heat from the Earth's interior and lithostatic pressure from overlying rocks
Eclogite: A coarse-grained, deep-seated ultramafic rock, consisting essentially
of garnet (almandine-pyrope) and pyroxene (omphacite). Rutile, kyanite, and
quartz are typically present.

Feasibility study:a detailed report assessing the feasibility,
  economics and engineering of placing a mineral deposit into commercial production

Felsic: A mnemonic adjective derived from (fe) for feldspar,
  (l) for lenad or feldspathoid, and (s) for silica, and applied to light-colored
  rocks containing an abundance of one or all of these constituents.

Fracture: The general term to include any kind of
discontinuity in a body of rock if produced by mechanical process such as shear
stress or tensile stress

Gm/mtor gpt:grams per metric tonne.

Gold deposit:means a mineral deposit mineralized with
gold.

Grams per cubic meter:alluvial mineralization measured
by grams of gold contained per cubic meter of material, a measure of gold
content by volume not by weight.

Granitic: Pertaining to or composed of granite.Granodioritic:

Graphite: A allotropic form of carbon found in nature

Greenschis: schistose metamorphic rock whose green color
is due to the presence of chlorite, epidote, or actinolite.

Hypabyssal: Pertaining to an igneous intrusion, or to
the rock of that intrusion, whose depth is intermediate between that of abyssal
or plutonic and the surface.

Ilmenite: The mineral group geikielite, ilmenite, and
pyrophanite. Also called menaccanite; titanic iron ore.

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

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

Intrusive:cuts across (is intrusive into)

Limonitically: Consisting of or resembling limonite

Listwanite: (carbonate altered serpentinite) is
associated with gold mineralization.

Lithologies: The character of a rock described in terms
of its structure, color, mineral composition, grain size, and arrangement of its
component parts; all those visible features that in the aggregate impart
individuality to the rock.

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Lithophile: Said of an element that is concentrated in
the silicate rather than in the metal or sulfide phases of meteorites. Such
elements concentrate in the Earth's silicate crust in Goldschmidt's tripartite
division of elements in the solid Earth

Lode mining:mining of gold bearing rocks, typically in
the form of veins or stockworks

Mafic: Pertaining to or composed dominantly of the ferromagnesian
  rock-forming silicates; said of some igneous rocks and their constituent minerals

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

Mineral claim or mining claim: The portion of
mining ground held under law by a claimant.

Mineralization: Implication that the rocks contain
sulphide minerals and that these could be related to ore.

Monzonite:granular plutonic rock containing approx.
equal amounts of orthoclase and plagioclase, and thus intermediate between
syenite and diorite. Quartz is minor or absent. Either hornblende or diopside,
or both, are present and biotite is a common constituent. Accessories are
apatite, zircon, sphene, and opaque oxides. The intrusive equivalent of latite.

Net profit interest (NPI):effectively a royalty based
on the net profits generated after recovery of all csts

Net smelter royalty or NSR:a royalty based on
the gross proceeds received from the sale of minerals less the cost of smelting,
refining, freight and other related costs.

Ore:a naturally occurring rock or material from which
  economic minerals can be extracted at a profit

Ounce or oz.: a troy ounce or 20 pennyweights or 480 grains
  or 31.103 grams.

opt :troy ounces per short ton

Petrographic: Pertaining to the study of rocks

Placer: A place where gold is obtained by washing; an
alluvial or glacial deposit, as of sand or gravel, containing particles of gold
or other valuable minerals including gemstones.

Pluton: A body of medium- to coarse-grained igneous rock
that formed beneath the surface by crystallization of a magma

Ppm:parts per million

Probable reserve- the economically mineable part of an
indicated, and in some circumstances a measured resource demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified.

Prospect: an area prospective for economic minerals
based on geological, geophysical, geochemical and other criteria.

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Protoliths: refers to the precursor rock of a given
lithology

Proven reserve:the economically mineable part of a
measured resource demonstrated by at least a preliminary feasibility study. This
study must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting,
that economic extraction is justified.

Reserve: That part of a mineral deposit which could be
economically and legally extracted or produced at the time of the reserve
determination.

Reverse circulation drill:a large machine that produces
a continuous chip sample of the rock or material being drilled

Scheelite: varicolored, fluoresces bright blue mineral;
in limestone and pneumatolitic veins near granite contacts, granite pegmatites;
a source of tungsten

Skarn:a fine-grained metamorphic rock that is usually
coloured green or red, occasionally gray, black, brown or white. It forms
through thermal metamorphism as the mineralogical, chemical and crystallographic
changes in a solid-state rock, i.e. without melting, in response to new
conditions of pressure and/or temperature, and/or introduction of fluids.

Stockwork: Small veins of mineralization that have so
penetrated a rock mass that the whole rock mass can be considered
mineralized

Stratiform: occurring as a bed or beds; arranged in
strata

Terrane: A region considered in relation to its fitness
for some purpose; an extent of ground or territory

Tholeiitic: Any of a series of igneous rocks that are
similar in composition to basalt, but are richer in silica and iron and poorer
in aluminum than basalt is.

Ton:short ton (2,000 pounds).

Tonne:metric tonne (2,204.6 pounds).

Trenching:the surface excavation of a linear trench to
expose mineralization for sampling

Vein:a tabular body of rock typically of narrow
thickness and often mineralized occupying a fault, shear, fissure or fracture
crosscutting another pre-existing rock

For ease of reference, the following conversion factors are
provided:

1 mile
    = 1.609 kilometers
    2,204 pounds
    = 1 tonne1 yard
    = 0.9144 meter
    2,000 pounds/1 short ton
    = 0.907 tonne1 acre
    = 0.405 hectare
    1 troy ounce
    = 31.103 grams


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SIGNATURE PAGE

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

TERYL RESOURCES CORP. REGISTRANT

|Dated: October 17, 2007 | By: | /s/ John G. Robertson
|----------------------- | --- | ---------------------
|                        |     | John G. Robertson    
|                        |     | President/Director   

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