UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549





FORM 20-F /A-1



(Mark One)







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



or



X

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

For the fiscal year ended

February 28, 2006



or





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

or





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

Date of event requiring this shell company report



For the transition period from ___________________ to ______________________



|                        |        
|----------------------- | -------
|Commission file number: | 0-30614







Oromin Explorations Ltd.

(Exact name of Company as specified in its charter)





Not applicable

(Translation of Companys name into English)





Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)





Suite 2000, 1055 West Hastings Street, Vancouver, B.C., Canada, V6E 2E9

(Address of principal executive offices)



Page 1 of 72 Pages

The Exhibit Index is located on Page 71





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2





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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|                    |  |                                          
|None                |  |                                          





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



Common Shares Without Par Value

(Title of Class)





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



None

(Title of Class)





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



40,494,088



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



Yes  No X



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



Yes X   No _________



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



Large accelerated filer   Accelerated filer  Non-accelerated filerX





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



Item 17 X  Item 18 _________



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



Yes   No X





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3



(APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)



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



Yes _________  No __________  Not Applicable X





The information set forth in this Annual Report on Form 20-F is as at February 28, 2006 unless an earlier or later date is indicated.



Financial information is presented in accordance with accounting principles generally accepted in Canada.  Measurement differences between accounting principles generally accepted in Canada and in the United States, as applicable to the Company, are set forth in Item 5 of this Annual Report and in Note 17 to the accompanying Financial Statements of the Company.



Statements in this Annual Report regarding expected completion dates of feasibility studies, anticipated commencement dates of resource production operations, projected quantities of future resource production and anticipated production rates, operating efficiencies, costs and expenditures are forward-looking statements.  Actual results could differ materially depending upon the availability of materials, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, the accuracy of reserve estimates, lower than expected ore grades or the failure of equipment or processes to operate in accordance with specifications.  See Risk Factors for other factors that may affect the Companys future financial performance.



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4



SECURITIES AND EXCHANGE COMMISSION



FORM 20-F



TABLE OF CONTENTS



|                              |                                                                                                                                                                                                                                                                                                                   |         
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                              |                                                                                                                                                                                                                                                                                                                   | Page No.
|GLOSSARY OF OIL AND GAS TERMS | 8                                                                                                                                                                                                                                                                                                                
|GLOSSARY OF MINING TERMS      | 9                                                                                                                                                                                                                                                                                                                
|                              |                                                                                                                                                                                                                                                                                                                   |         
|PART I                        |                                                                                                                                                                                                                                                                                                                   | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 1.                       | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                                                                                                                                                                                                                                                             | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 2.                       | OFFER STATISTICS AND EXPECTED TIMETABLE                                                                                                                                                                                                                                                                           | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 3.                       | KEY INFORMATION                                                                                                                                                                                                                                                                                                   | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|A.                            | Selected Financial Data                                                                                                                                                                                                                                                                                           | 11      
|B.                            | Capitalization and Indebtedness                                                                                                                                                                                                                                                                                   | 12      
|C.                            | Reasons For The Offer and Use of Proceeds                                                                                                                                                                                                                                                                         | 13      
|D.                            | Risk Factors                                                                                                                                                                                                                                                                                                      | 13      
|                              | Exploration Risks                                                                                                                                                                                                                                                                                                 | 13      
|                              | Title Matters                                                                                                                                                                                                                                                                                                     | 14      
|                              | Conflicts of Interest                                                                                                                                                                                                                                                                                             | 14      
|                              | Currency Fluctuations                                                                                                                                                                                                                                                                                             | 14      
|                              | Additional Funding Requirements                                                                                                                                                                                                                                                                                   | 14      
|                              | History of Net Losses; Accumulated Deficit; Lack of Revenue From Operations                                                                                                                                                                                                                                       | 15      
|                              | Limited Experience with Development-Stage Resource Operations                                                                                                                                                                                                                                                     | 15      
|                              | Stock Subject to Penny Stock Rules                                                                                                                                                                                                                                                                                | 15      
|                              | Uninsurable Risks                                                                                                                                                                                                                                                                                                 | 15      
|                              | Competition                                                                                                                                                                                                                                                                                                       | 15      
|                              | Natural Gas and Oil Prices                                                                                                                                                                                                                                                                                        | 16      
|                              | Mineral Prices                                                                                                                                                                                                                                                                                                    | 16      
|                              | Foreign Countries and Regulatory Requirements                                                                                                                                                                                                                                                                     | 16      
|                              | Environmental and Other Regulatory Requirements                                                                                                                                                                                                                                                                   | 17      
|                              | Argentina Political Risks                                                                                                                                                                                                                                                                                         | 17      
|                              | Sénégal Political Risks                                                                                                                                                                                                                                                                                           | 18      
|                              | Dividends                                                                                                                                                                                                                                                                                                         | 18      
|                              | Share Price Volatility; Price Fluctuations                                                                                                                                                                                                                                                                        | 18      
|                              | Companys Officers and Directors Resident Outside U.S.;
Potential Unenforceability of Civil Liabilities and Judgments                                                                                                                                                                                             | 18      
|                              | If the Company is Unable to Successfully Develop and Subsequently Generate Sufficient Cash Flow from its Properties, the Company Could be Treated as a Passive Foreign Investment Company for U.S. Tax Purposes, Possibly Resulting in Additional Taxes to Its U.S. Stockholders and Less Liquidity for the Stock | 18      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 4.                       | INFORMATION ON THE COMPANY                                                                                                                                                                                                                                                                                        | 19      
|A.                            | History and Development of the Company                                                                                                                                                                                                                                                                            | 19      
|                              | Acquisition of the Santa Rosa Property, Argentina                                                                                                                                                                                                                                                                 | 19      
|                              | Acquisition of the Sabodala Property, Sénégal                                                                                                                                                                                                                                                                     | 20      
|                              | Acquisition of the Carneirinho Property, Brazil                                                                                                                                                                                                                                                                   | 20      



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5





|         |                                                                                         |   
|-------- | --------------------------------------------------------------------------------------- | --
|B.       | Business Overview                                                                       | 21
|C.       | Organizational Structure                                                                | 22
|D.       | Property Plants and Equipment                                                           | 22
|         | Santa Rosa Property, Argentina                                                          | 22
|         | Title                                                                                   | 22
|         | Location, Access & Physiography                                                         | 23
|         | Exploration History                                                                     | 23
|         | Regional and Local Geology                                                              | 24
|         | Stratigraphy                                                                            | 24
|         | Geochemistry and Hydrocarbon Migration                                                  | 25
|         | Structure                                                                               | 25
|         | Sediment Distribution                                                                   | 26
|         | Proposed Exploration                                                                    | 26
|         | Doing Business in Argentina                                                             | 26
|         | Sabodala Property, Sénégal                                                              | 29
|         | Title                                                                                   | 29
|         | Location, Access & Physiography                                                         | 29
|         | Plant and Equipment                                                                     | 30
|         | Regional and Local Geology                                                              | 30
|         | Mineralization                                                                          | 33
|         | Exploration History                                                                     | 36
|         | Exploration  Recent Results                                                            | 36
|         | Proposed Exploration                                                                    | 36
|         | Doing Business in Sénégal                                                               | 37
|         | Carneirinho Property, Brazil                                                            | 38
|         |                                                                                         |   
|ITEM 4A. | UNRESOLVED STAFF COMMENTS                                                               | 38
|         |                                                                                         |   
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                            | 39
|A.       | Operating Results                                                                       | 39
|         | Fiscal Year Ended February 28, 2006 Compared to Fiscal Year Ended
February 28, 2005     | 39
|         | Fiscal Year Ended February 28, 2005 Compared to Fiscal Year Ended
February 29, 2004     | 40
|         | Fiscal Year Ended February 29, 2004 Compared to Fiscal Year Ended
February 28, 2003     | 40
|B.       | Liquidity and Capital Resources                                                         | 40
|         | February 28, 2006 Compared to February 28, 2005                                         | 41
|         | February 28, 2005 Compared to February 29, 2004                                         | 42
|         | February 29, 2004 Compared to February 28, 2003                                         | 42
|         | Material Differences between Canadian and U.S. Generally Accepted Accounting Principles | 43
|         | Outlook                                                                                 | 43
|C.       | Research and Development, Patents and Licenses, etc.                                    | 43
|D.       | Trend Information                                                                       | 44
|E.       | Off-Balance Sheet Arrangements                                                          | 44
|F.       | Tabular Disclosure of Contractual Obligations                                           | 44
|G.       | Safe Harbour                                                                            | 44
|         |                                                                                         |   
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                              | 44
|A.       | Directors and Senior Management                                                         | 44
|B.       | Compensation                                                                            | 45



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6





|         |                                                                                   |   
|-------- | --------------------------------------------------------------------------------- | --
|         | Option Grants in Last Fiscal Year                                                 | 46
|         | Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values | 46
|         | Pension and Retirement Benefit Plans                                              | 47
|         | Termination of Employment, Change in Responsibilities and Employment Contracts    | 47
|         | Directors                                                                         | 47
|C.       | Board Practices                                                                   | 48
|D.       | Employees                                                                         | 49
|E.       | Share Ownership                                                                   | 49
|         |                                                                                   |   
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                 | 50
|A.       | Major Shareholders                                                                | 50
|B.       | Related Party Transactions                                                        | 50
|C.       | Interests of Experts and Counsel                                                  | 51
|         |                                                                                   |   
|ITEM 8.  | FINANCIAL INFORMATION                                                             | 51
|A.       | Consolidated Statements and Other Financial Information                           | 51
|B.       | Significant Changes                                                               | 52
|         |                                                                                   |   
|ITEM 9.  | THE OFFER AND LISTING                                                             | 52
|A.       | Offer and Listing Details                                                         | 52
|B.       | Plan of Distribution                                                              | 52
|C.       | Markets                                                                           | 52
|D.       | Selling Stockholders                                                              | 53
|E.       | Dilution                                                                          | 53
|F.       | Expenses of the Issue                                                             | 53
|         |                                                                                   |   
|ITEM 10. | ADDITIONAL INFORMATION                                                            | 53
|A.       | Share Capital                                                                     | 53
|B.       | Memorandum and Articles of Association                                            | 53
|C.       | Material Contracts                                                                | 54
|D.       | Exchange Controls                                                                 | 56
|E.       | Taxation                                                                          | 57
|         | Material Canadian Federal Income Tax Consequences                                 | 57
|         | Dividends                                                                         | 58
|         | Capital Gains                                                                     | 58
|         | Material United States Federal Income Tax Consequences                            | 59
|         | U.S. Holders                                                                      | 59
|         | Distributions on Common Shares of the Company                                     | 59
|         | Foreign Tax Credit                                                                | 60
|         | Information Reporting and Backup Withholding                                      | 60
|         | Disposition of Common Shares of the Company                                       | 60
|         | Currency Exchange Gains or Losses                                                 | 61
|         | Other Considerations                                                              | 61
|F.       | Dividends and Paying Agents                                                       | 63
|G.       | Statements by Experts                                                             | 63
|H.       | Documents on Display                                                              | 63
|I.       | Subsidiary Information                                                            | 63
|         |                                                                                   |   
|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                        | 64



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|               |                                                                              |   
|-------------- | ---------------------------------------------------------------------------- | --
|               |                                                                              |   
|PART II        |                                                                              | 64
|               |                                                                              |   
|ITEM 12.       | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 64
|               |                                                                              |   
|ITEM 13.       | DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES                                 | 64
|               |                                                                              |   
|ITEM 14.       | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 64
|               |                                                                              |   
|ITEM 15.       | CONTROLS AND PROCEDURES                                                      | 64
|               |                                                                              |   
|ITEM 16A.      | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 64
|               |                                                                              |   
|ITEM 16B.      | CODE OF ETHICS                                                               | 65
|               |                                                                              |   
|ITEM 16C.      | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 65
|               |                                                                              |   
|ITEM 16D.      | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 66
|               |                                                                              |   
|ITEM 16E.      | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 66
|               |                                                                              |   
|PART III       |                                                                              | 66
|               |                                                                              |   
|ITEM 17.       | FINANCIAL STATEMENTS                                                         | 66
|               |                                                                              |   
|ITEM 18.       | FINANCIAL STATEMENTS                                                         | 66
|               |                                                                              |   
|ITEM 19.       | EXHIBITS                                                                     | 66
|               |                                                                              |   
|SIGNATURES     | 68                                                                          
|               |                                                                             
|CERTIFICATIONS | 69                                                                          
|               |                                                                             
|EXHIBIT INDEX  | 71                                                                          





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8



GLOSSARY OF OIL AND GAS TERMS



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



|                        |                                                                                                                                                                                                     
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Anticline               | Rock units folded into a convex-upward shape with the youngest unit on the top.                                                                                                                     
|Bituminous              | Impregnated with various mixtures of hydrocarbons.                                                                                                                                                  
|Central Dome            | The structural dome centred around 33E15'S latitude and 67E40'W longitude.                                                                                                                          
|Conglomerate            | Coarse-grained clastic rock composed of rounded clasts over 2mm in diameter.                                                                                                                        
|Fanglomerate            | Coarse unsorted clastic material deposited in alluvial fans.                                                                                                                                        
|Formation               | A rock unit that has been named and defined by its location, relative age and composition.                                                                                                          
|Geopressured            | A condition in which the interstitial fluids in a rock unit exhibit pressures in excess of their hydraulic head.                                                                                    
|Geothermal              | Heat emanating from depths within the earth.                                                                                                                                                        
|Graben                  | A portion of the earths crust that was faulted and dropped to a lower position relative to its surrounding during some part of its history.  It subsequently may have been filled with sediments.  
|Kerogen                 | Various organic remains contained within sediments.                                                                                                                                                 
|Lacrustine              | Pertaining to processes in lakes.                                                                                                                                                                   
|Orogeny                 | The process of mountain building by deforming the earths crust.                                                                                                                                    
|Plan Argentina          | The legislative framework in Argentina whereby exploration and exploitation permits and certain producing properties are made available for acquisition through an international public bid process.
|Regressive              | Dropping sea level or excessive sediment input in sediments overstepping areas that were previously water-covered.                                                                                  
|Source Rocks            | Rocks containing organic material that, through geologic processes, have produced hydrocarbons.                                                                                                     
|Stratigraphic Pinch-out | A rock unit that changes character by diminishing its character to zero, commonly in an upward direction.                                                                                           
|Transgressive           | Rising sea level that results in sediments being deposited over what were previously land areas.                                                                                                    





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GLOSSARY OF MINING TERMS



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



|                |                                                                                                                                                                                                                                                                            
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Andesitic       | A term used to describe a dark coloured, fine grained, extrusive volcanic rock.                                                                                                                                                                                            
|Antiform        | The peaks of folded layers of rock or stratigraphy where the limbs of an individual fold close upward.                                                                                                                                                                     
|Alluvial        | A general term for clay, silt, sand, gravel or similar unconsolidated detrital material deposited during comparatively recent geological time by a stream or other body of running water.                                                                                  
|Arkosic         | A term used to describe a pink to reddish coloured coarse-grained sedimentary rock largely comprised of angular grains of quartz and feldspar.                                                                                                                             
|Colluvium       | A general term applied to any loose, heterogeneous and incoherent mass of soil material or rock fragments deposited chiefly by mass-wasting, usually at the base of a steep slope or cliff.                                                                                
|Conglomerate    | A coarse grained sedimentary rock comprised of poorly sorted and typically rounded granules, pebbles, cobbles and boulders.                                                                                                                                                
|Craton          | A relatively immobile part of the earth, generally of large size                                                                                                                                                                                                           
|Crustal-scale   | A term used to describe large deep seated or regional scale geological features.  I.e. the San Andreas fault is a "crustal-scale" feature.                                                                                                                                 
|Dyke            | A tabular body of igneous rock that cuts across the structure of adjacent rocks or cuts massive rocks.                                                                                                                                                                     
|Felsic          | A term used to describe light coloured igneous rocks.                                                                                                                                                                                                                      
|Foliation       | A term used to describe the linear or platy texture of rocks that have been subjected to extreme heat and pressure resulting in the flattening or alignment of a rock's constituent mineral grains.                                                                        
|Fuchsite        | A bright green, chromium rich variety of a muscovite.                                                                                                                                                                                                                      
|Granitic        | A term used to describe an intrusive igneous rock comprised largely of medium to coarse-grained quartz and feldspar.  Granitic rocks generally have higher alkali feldspar and lower plagioclase feldspar content than granodioritic rocks.                                
|Granodioritic   | A term used to describe an intrusive igneous rock comprised largely of medium to coarse-grained quartz and feldspar.  Granodioritic rocks have a higher plagioclase feldspar and lower alkali feldspar content than granitic rocks.                                        
|Greywacke       | A dark grey, medium to coarse-grained sedimentary rock comprised of poorly sorted angular grains of quartz, feldspar and a variety of darker coloured minerals.                                                                                                            
|Hematitic       | A term used to describe a reddish brown rock containing an abundant quantity of the iron oxide mineral, hematite.                                                                                                                                                          
|Intercalation   | A bed or stratum of lava between layers of other material.                                                                                                                                                                                                                 
|Jasper          | Typically a reddish brown, very fine grained siliceous rock.                                                                                                                                                                                                               
|Lateritic       | A term used to describe highly weathered residual surface and near surface rock and soil horizons, often found in tropical or forested warm to temperate climates.  Lateritic horizons or "laterites" are often pale brown to reddish brown in colour and can be very hard.
|Late-tectonic   | A point or reference of time during the latter stages of a tectonic event.                                                                                                                                                                                                 
|Limonite        | A geologic field term relating to a group of brown, amorphous, hydrous ferric oxides.  It is commonly a secondary mineral formed by the oxidation (weathering) of iron-bearing materials.                                                                                  
|Mafic           | Those igneous rocks composed chiefly of dark, ferromagnesian minerals.                                                                                                                                                                                                     
|Metasedimentary | A term used to describe a sedimentary rock that has had its chemical and/or physical properties altered due to the effects of heat, pressure and fluid movement within the earth's crust.                                                                                  



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|              |                                                                                                                                                                                                                      
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Metavolcanic  | A term used to describe a volcanic rock that has had its chemical and/or physical properties altered due to the effects of heat, pressure and fluid movement within the earth's crust.                               
|Mylonitized   | A term used to describe a rock that has undergone intense deformation and shearing.                                                                                                                                  
|Orogenic      | A term used to describe the large-scale tectonic process of mountain formation or orogeny.                                                                                                                           
|Plutons       | A body of igneous rock that has been intruded from depth into pre existing rock.                                                                                                                                     
|Polymictic    | A term used to describe a clastic sedimentary rock comprised of clasts of varied rock types.                                                                                                                         
|Pluton        | A body of igneous rock that has formed beneath the surface of the earth by consolidation from magma.                                                                                                                 
|Porphyry      | An igneous rock of any composition containing conspicuous phenocrysts (large crystals) within a fine-grained ground mass.                                                                                            
|Post-tectonic | A point or reference of time after a tectonic event.                                                                                                                                                                 
|Saprolite     | A soft, earthy, clay-rich thoroughly decomposed rock formed in-place by chemical weathering.  Commonly displays pre-weathering structures of original rock units.  Occurs especially in humid, tropical environments.
|Schist        | A strongly foliated (platy) metamorphic rock that can be readily split into flakes or slabs.                                                                                                                         
|Shear zones   | Narrow, sub parallel-sided zones of rock that have been crushed and brecciated as a result of shear strain.                                                                                                          
|Siliceous     | A term used to describe a rock containing an abundance of free silica.                                                                                                                                               
|Silicified    | A term used to describe a rock that has been altered due to the introduction of or replacement by silica.                                                                                                            
|Splays        | A term used to describe a secondary shear in a bifurcated shear zone that branches off a larger more continuous shear zone.                                                                                          
|Stockwork     | A mineral deposit, or vein network, consisting of a three-dimensional network of planar to irregular veins and veinlets spaced closely enough that the entire mass might be mined together as a single entity.       
|Syngenetic    | A term used to describe a geological feature (i.e.. ore deposit or sedimentary feature) that has formed contemporaneously with and by essentially the same processes as the enclosing rocks.                         
|Syntectonic   | A point or reference of time during a tectonic event.                                                                                                                                                                
|Tectonic      | A term used to describe the physical forces or events that move and deform the earth's crust. Volcanic eruptions, folding and faulting are examples of tectonic events.                                              
|Tuffs         | Igneous, volcanic clastic rocks formed by the accumulation of volcanic ash and crystals that have been extruded from a volcanic vent and subsequently buried and lithified.                                          
|Wacke         | A shortened or abbreviated form of greywacke.                                                                                                                                                                        
|Wallrocks     | A general term used to describe rock that encases a second type of rock, vein, mineralization or structure.                                                                                                          





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11



PART I





ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



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





ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



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





ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



The following tables summarize selected financial data for the Company (stated in Canadian dollars) prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading Item 5  Operating And Financial Review And Prospects.  Note 17 of the financial statements of the Company included herein sets forth the measurement differences were such information to be presented in conformity with United States generally accepted accounting principles (U.S. GAAP).  Results for the periods ended February 28, 2006 are not necessarily indicative of results for future periods.



INFORMATION IN ACCORDANCE WITH CANADIAN GAAP:



|    |                                               |               |              |             |             |             |          
|--- | --------------------------------------------- | ------------- | ------------ | ----------- | ----------- | ----------- | ---------
|    | Year Ended February 28                       
|    |                                               | 2006          | 2005         | 2004        | 2003        | 2002       
|(a) | Total revenue                                 | $0            | $0           | $0          | $0          | $0         
|(b) | Earnings (loss) from continuing operations(1) |               |              |             |             |            
|    |                                               | Total         | ($2,702,526) | ($448,169)  | ($297,616)  | ($193,126)  | ($79,385)
|    |                                               | Per Share (1) | ($0.09)      | ($0.02)     | ($0.01)     | ($0.01)     | ($0.01)  
|(c) | Total assets                                  | $11,268,010   | $3,985,105   | $2,990,680  | $2,444,494  | $4,581,547 
|(d) | Total long-term debt                          | $0            | $0           | $0          | $0          | $0         
|(e) | Capital stock                                 | $19,964,141   | $11,878,025  | $11,010,280 | $10,665,871 | $10,420,131
|(f) | Total shareholders equity                    | $10,550,846   | $2,917,072   | $2,699,678  | $2,212,367  | $2,159,753 
|(g) | Cash dividends declared per share             | n/a           | n/a          | n/a         | n/a         | n/a        
|(h) | Net earnings (loss) for the period            |               |              |             |             |            
|    |                                               | Total         | ($2,702,526) | ($448,169)  | ($297,616)  | ($193,126)  | ($79,385)
|    |                                               | Per Share (1) | ($0.09)      | ($0.02)     | ($0.01)     | ($0.01)     | ($0.01)  



|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses per share are the same.





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12





INFORMATION IN CONFORMITY WITH U.S. GAAP:



|    |                                            |             |              |              |             |             |          
|--- | ------------------------------------------ | ----------- | ------------ | ------------ | ----------- | ----------- | ---------
|    | Year Ended February 28                    
|    |                                            | 2006        | 2005         | 2004         | 2003        | 2002       
|(a) | Total revenue                              | $0          | $0           | $0           | $0          | $0         
|(b) | Earnings (loss) from continuing operations |             |              |              |             |            
|    |                                            | Total       | ($3,285,319) | ($1,613,646) | ($300,616)  | ($195,376)  | ($75,072)
|    |                                            | Per Share1  | ($0.11)      | ($0.06)      | ($0.01)     | ($0.01)     | ($0.01)  
|(c) | Total assets                               | $10,982,762 | $5,840,158   | $2,990,680   | $2,444,494  | $4,581,547 
|(d) | Total long-term debt                       | $0          | $0           | $0           | $0          | $0         
|(e) | Capital stock                              | $19,964,141 | $11,878,025  | $11,010,280  | $10,665,871 | $10,420,131
|(f) | Total shareholders equity                 | $10,265,598 | $4,772,125   | $2,699,678   | $2,212,367  | $2,159,753 
|(g) | Cash dividends declared per share          | n/a         | n/a          | n/a          | n/a         | n/a        
|(h) | Net earnings (loss) for the period         |             |              |              |             |            
|    |                                            | Total       | ($3,285,319) | ($1,613,646) | ($300,616)  | ($195,376)  | ($75,072)
|    |                                            | Per Share1  | ($0.11)      | ($0.06)      | ($0.01)     | ($0.01)     | ($0.01)  



|    |                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses are the same.



The Company has not declared or paid any dividends in any of its last five financial years.



In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars.  On June 13, 2006, the exchange rate, based on the noon buying rate published by The Bank of Canada, for the conversion of Canadian dollars into United States dollars (the Noon Rate of Exchange) was $1.1079.



The following table sets out the high and low exchange rates for each of the last six months.



|                |        |        |        |          |         |         
|--------------- | ------ | ------ | ------ | -------- | ------- | --------
|                | 2006   | 2005  
|                | May    | April  | March  | February | January | December
|High for period | 1.1275 | 1.1770 | 1.1747 | 1.1614   | 1.1794  | 1.1754  
|Low for period  | 1.0948 | 1.1162 | 1.1299 | 1.1352   | 1.1372  | 1.1427  



The following table sets out the average exchange rates for the five most recent financial years calculated by using the average of the Noon Rate of Exchange on the last day of each month during the period.



|                       |        |        |        |        |       
|---------------------- | ------ | ------ | ------ | ------ | ------
|Year Ended February 28
|                       | 2006   | 2005   | 2004   | 2003   | 2002  
|Average for the period | 1.1929 | 1.2816 | 1.3629 | 1.5548 | 1.5651



B.

Capitalization and Indebtedness



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



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C.

Reasons For The Offer and Use of Proceeds



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



D.

Risk Factors



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



Exploration Risks



The Company is engaged in the business of acquiring interests in resource properties in the hope of locating reserves.  The Company's property interests are in the exploration stage only.  Accordingly, there is little likelihood that the Company will realise any profits in the short to medium term.  Any profitability in the future from the Company's business will be dependent upon locating reserves, which itself is subject to numerous risk factors.



The business of exploring for and producing oil and gas involves a substantial risk of investment loss that even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Drilling oil and gas wells involves the risk that the wells will be unproductive or that, although productive, the wells do not produce oil and/or gas in economic quantities.  Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well.  Adverse weather conditions can also hinder drilling operations.  A productive well may become uneconomic in the event water or other deleterious substances are encountered, which impair or prevent the production of oil and/or gas from the well.  In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances.  As with any petroleum property, there can be no assurance that oil and gas will be produced from the properties in which the Company has interests.  In addition, the marketability of oil and gas that may be acquired or discovered will be affected by numerous factors beyond the control of the Company.  These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection.  The extent of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.  There is no assurance that the Company will discover additional crude oil or natural gas in commercial quantities.



The business of exploring for minerals involves a high degree of risk.  Few properties that are explored are ultimately developed into producing mines.  In exploring its mineral deposits, the Company will be subjected to an array of complex economic factors and accordingly there is no assurance that a positive feasibility study or any projected results contained in a feasibility study of a mineral deposit will be attained.



Technical considerations, delays in obtaining governmental approvals, inability to obtain financing or other factors could cause delays in exploring properties.  Such delays could materially adversely affect the financial performance of the Company.



The business of mining is subject to a variety of risks such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards.  Such occurrences may delay production, increase production costs or result in liability.  The Company will have insurance in amounts that it considers to be adequate to protect itself against certain risks of mining and processing.  However, the Company may become subject to liability for hazards against which it cannot insure itself or which it may elect not to insure against because of premium costs or other reasons.  In particular, the Company is not insured for environmental liability or earthquake damage.



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In order to develop the Sabodala Property, located in Sénégal, it will be necessary to build the necessary infrastructure facilities, including electricity, transportation, etc., the costs of which could be substantial.



Title Matters



While the Company has diligently investigated title to all exploration concessions and, to the best of its knowledge, title to all properties is in good standing, this should not be construed as a guarantee of title.  Other parties (including indigenous landowners) may dispute title to the exploration properties in which the Company has an interest or the right to acquire an interest.  The properties may be subject to prior unregistered agreements or transfers or aboriginal land claims and title may be affected by undetected defects.



Conflicts of Interest



Certain of the directors of the Company are directors of other reporting companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.  In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time.  Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.



Currency Fluctuations



The Company maintains its accounts in Canadian dollars.  The Company's property interests in Argentina, Sénégal and Brazil may make it subject to foreign currency fluctuations.  Exchange transactions are allowed in U.S. dollars, and as a result foreign currency fluctuations will only be material for the Company to the extent that fluctuations between the Canadian and U.S. dollar are material.  The Company does not at the present nor does it plan in the future to engage in foreign currency transactions to hedge any exchange rate risks.



Additional Funding Requirements



The Company has not received cash flow from operations in the past and cash flow is not expected in the next few years to satisfy the Companys operational requirements and cash commitments.  In the past, the Company has relied on sales of equity securities to meet most of its cash requirements, together with management fees, property payments and sales or joint ventures of properties.  There can be no assurance that funding from these sources will be sufficient in the future to satisfy operational requirements and cash commitments.  Accordingly, there is substantial doubt about the Companys ability to continue as a going concern.



Based on its existing working capital, the Company expects to require additional financing for its currently held properties during the upcoming fiscal year.  The development of the Companys properties depends upon the Companys ability to obtain financing through any or all of the joint venturing of projects, debt financing, equity financing or other means. There is no assurance that the Company will be successful in obtaining the required financing.  Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in its properties and reduce or terminate its operations on such properties.



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History of Net Losses; Accumulated Deficit; Lack of Revenue From Operations



The Company has incurred net losses to date.  Its deficit as of February 28, 2006 was $11,913,865.  The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet found that development activity is warranted on any of its properties.  Even if the Company does undertake development activity on any of its properties, the Company may continue to incur losses beyond the period of commencement of such activity.  There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.



Limited Experience with Development-Stage Resource Operations



The Company has limited experience in placing resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise.  There can be no assurance that the Company will have available to it the necessary expertise when and if the Company places its resource properties into production.



Stock Subject to Penny Stock Rules



The capital stock of the Company would be classified as penny stock as defined in Reg. § 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the 1934 Act).  In response to perceived abuse in the penny stock market generally, the 1934 Act was amended in 1990 to add new requirements in connection with penny stocks.  In connection with effecting any transaction in a penny stock, a broker or dealer must give the customer a written risk disclosure document that (a) describes the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) describes the brokers or dealers duties to the customer and the rights and remedies available to such customer with respect to violations of such duties, (c) describes the dealer market, including bid and ask prices for penny stock and the significance of the spread between the bid and ask prices, (d) contains a toll-free telephone number for inquiries on disciplinary histories of brokers and dealers, and (e) defines significant terms used in the disclosure document or the conduct of trading in penny stocks.  In addition, the broker-dealer must provide to a penny stock customer a written monthly account statement that discloses the identity and number of shares of each penny stock held in the customers account, and the estimated market value of such shares.  The extensive disclosure and other broker-dealer compliance related to penny stocks may result in reducing the level of trading activity in the secondary market for such stocks, thus limiting the ability of the holder to sell such stock.



Uninsurable Risks



Although management believes the operator of any properties in which the Company and its subsidiaries may acquire interests, will acquire and maintain appropriate insurance coverage in accordance with standard industry practice, the Company and its subsidiaries may suffer losses from uninsurable hazards or from hazards which the operator has chosen not to insure against because of high premium costs or other reasons.  The Company and its subsidiaries intend to engage in participating in the drilling of both exploratory and development wells.  Exploratory wells have much greater dry hole risk than do wells that are drilled offsetting established production.  The Company and its subsidiaries may become subject to liability for pollution, fire, explosion, blowouts, cratering and oil spills against which it cannot insure or against which it may elect not to insure.  Such events could result in substantial damage to oil and gas wells, producing facilities and other property and personal injury.  The payment of any such liabilities may have a material, adverse effect on the Company's financial position.



Competition



The oil and gas industry is intensely competitive and the Company competes with other companies that have greater resources.  Many of such companies not only explore for and produce crude oil and natural gas but also carry on refining operations and market petroleum and other products on a world-wide basis.  There is also competition between the oil and gas industry and other industries with respect to the supply of energy and fuel to industrial, commercial and individual customers.  Significant and increasing competition also exists for the limited number of



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mineral property acquisition opportunities available in Sénégal.  As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.  Accordingly, there can be no assurance that the Companys exploration and acquisition programs will yield any reserves or result in any commercial mining operation.



Natural Gas and Oil Prices



In recent decades, there have been periods of both worldwide overproduction and underproduction of hydrocarbons and periods of both increased and relaxed energy conservation efforts.  Such conditions have resulted in periods or excess supply of, and reduced demand for, crude oil on a worldwide basis and for natural gas on a domestic basis.  These periods have been followed by periods of short supply of, and increased demand for, crude oil and, to a lesser extent, natural gas.  The excess or short supply of crude oil has placed pressures on prices and has resulted in dramatic price fluctuations even during relatively short periods of seasonal market demand.  The price of natural gas has exhibited market demand fluctuations; however, because most of the natural gas consumed within the United States is produced within the United States, the price of natural gas has not exhibited the dramatic price fluctuations that crude oil prices have experienced under conditions of high import levels.



Mineral Prices



The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered, a profitable market will exist for the sale of same. Factors beyond the control of the Company may affect the marketability of any substances discovered.  The prices of gold and silver have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased production due to improved mining and production methods.  The supply of and demand for gold is affected by various factors, including political events, economic conditions and production costs in major producing regions and governmental policies with respect to holdings by a nation or its citizens.  There can be no assurance that the price of gold will be such that the Companys properties can be mined at a profit.



Foreign Countries and Regulatory Requirements



Currently, the Companys only properties are located in Argentina, Sénégal and Brazil.  Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, political instability and political risk.  Both mineral exploration and mining activities and oil and gas exploration and production activities in foreign countries may be affected in varying degrees by political stability and government regulations relating to the mining industry and the oil and gas industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use and workplace safety.  In particular, the status of Argentina, Sénégal and Brazil as developing countries may make it more difficult for the Company to obtain any required production financing for its properties from senior lending institutions.  In addition, Argentina has recently experienced economic and political instability.  An economic crisis has developed since December 2001.  As a result, Argentina has defaulted on its loans and is working with the International Money Fund on a bailout loan agreement.  The Company maintains the majority of its funds in Canada and only forwards sufficient funds to meet current obligations and overhead in Argentina.  The Company does not believe that any currency restrictions that may be imposed in Argentina will have any immediate impact on the Companys exploration activities.



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Environmental and Other Regulatory Requirements



The current or future operations of the Company, including development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be subject to laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters.  Companies engaged in the development and operation of mines and related facilities or oil and gas properties and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.  There can be no assurance that approvals and permits required to commence production on its properties will be obtained.  Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities or oil and gas extraction facilities at these properties on terms which enable operations to be conducted at economically justifiable costs.



The Companys potential production operations and explora­tion activities in Argentina, Sénégal and Brazil are subject to various federal and provincial laws governing land use, the protection of the environ­ment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, workplace safety and other matters.  Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies.  The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities.  There can be no assurance, however, that all permits the Company may require for construction of mining facilities and conduct of mining operations or of oil and gas extraction facilities and conduct of operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any mining or oil and gas project the Company might undertake.



Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.  Parties engaged in mining operations or oil and gas exploration or extraction operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.



Amendments to current laws, regulations and permits governing operations and activities of mining or oil and gas companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in development of new mineral exploration or oil and gas properties.



To the best of the Company's knowledge, it is currently operating in compliance with all applicable environmental regulations.



Argentina Political Risks



Oil and gas exploration and production activities in Argentina may be affected in varying degrees by political stability and government regulations relating to the oil and gas industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and safety.  In addition, Argentina is currently in a period of economic crisis due largely to poor monetary policies and large amounts of debt.



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Sénégal Political Risks



Mineral exploration and mining activities in Sénégalmay be affected in varying degrees by political stability and government regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and safety.  In addition, the Company has entered into contractual arrangements with the Government of Sénégal that contain time-sensitive performance requirements.  Further, the Company will be dependent on the receipt of government approvals or permits for the timely performance of its exploration activities and any delays in obtaining such approvals or permits could affect the status of the Companys contractual arrangements or its ability to meet its contractual obligations and could result in the loss of its interest in mineral properties.



Dividends



All of the Company's available funds will be invested to finance the growth of the Company's business and therefore investors cannot expect and should not anticipate receiving a dividend on the Company's common shares in the foreseeable future.



Share Price Volatility; Price Fluctuations



In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies like the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  In particular, the per share price of the Company's common stock fluctuated from a low of $1.30 to a high of $2.45 in the period beginning February 28, 2006 and ending on the date of this Annual Report.  There can be no assurance that these price fluctuations will not continue to occur.



Company's Officers and Directors Resident Outside U.S.; Potential Unenforceability of Civil Liabilities and Judgements



The Company and its officers and all but one of its directors are residents of countries other than the United States, and all of the Company's assets are located outside the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgements obtained in United States courts, including judgements predicated upon the civil liability provisions of United States federal securities laws or state securities laws.



The Company believes that a judgement of a United States court predicated solely upon civil liability under United States securities laws would probably be enforceable in Canada if the United States court in which the judgement was obtained has a basis for jurisdiction in the matter that was recognised by a Canadian court for such purposes.  However, there is doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.



If the Company is Unable to Successfully Develop and Subsequently Generate Sufficient Cash Flow from its Properties, the Company Could be Treated as a Passive Foreign Investment Company for U.S. Tax Purposes, Possibly Resulting in Additional Taxes to Its U.S. Stockholders and Less Liquidity for the Stock



The Company, as a foreign corporation with U.S. stockholders, could potentially be treated as a passive foreign investment company (PFIC) for U.S. tax purposes.  U.S. stockholders owning shares of a PFIC can be subject to adverse tax consequences.  In general, the Company would be considered a PFIC if: 75% or more of its gross income in a taxable year is passive income such as dividends and interest; or, the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%.  A U.S. stockholder owing shares of a PFIC, who does not make certain elections for tax purposes, is subject to an additional tax and to an interest charge based on the value of deferral of tax for the period



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during which the common shares of the PFIC are owned.  Also, gain realized on the disposition of common shares of the PFIC would be treated as ordinary income rather than capital gains.  If U.S. stockholders are subject to adverse tax consequences related to their ownership of the Companys stock, they might be less willing to acquire the stock, which could result in reduced market activity and liquidity for the stock.



ITEM 4.

INFORMATION ON THE COMPANY



A.

History and Development of the Company



Oromin Explorations Ltd. (the Company) is a British Columbia company in the business of exploring its resource properties.  The Company was incorporated pursuant to the Company Act(British Columbia) on January 25, 1980 under the name Maple Leaf Petroleum Ltd..  On July 26, 1983, the Companys Memorandum was amended to increase the authorized capital of the Company from 10,000,000 common shares without par value to 20,000,000 common shares without par value and the Companys Articles were replaced in their entirety with new articles.  There were no material changes to the Articles. On April 22, 1986, the Companys Memorandum was further amended to change the name of the Company to International Maple Leaf Resource Corporation, to consolidate its common shares on a one-for-five basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 11, 1989, the Companys Memorandum was further amended to change the name of the Company to Maple Resource Corp., to consolidate its common shares on a one-for-2.5 basis and to increase the authorized capital back up to 20,000,000 common shares without par value.  On August 14, 1992, the Companys Articles were replaced in their entirety with new articles.  There were no material changes to the Articles. Also on August 14, 1992, the Companys Memorandum was further amended to change the name of the Company to Birchwood Ventures Ltd., to consolidate its common shares on a one-for-4.4 basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 30, 1997, the Companys Memorandum was further amended to change the name of the Company to Oromin Explorations Ltd., to consolidate its common shares on a one-for-five basis and to increase the authorized capital to 100,000,000 common shares without par value.  On February 25, 2002, it amalgamated with Fresco Developments Ltd. (Fresco) and its shares were exchanged for shares of the amalgamated company on a one for one basis, while the shares of Fresco were exchanged on the basis of one share of the amalgamated company for every two shares of Fresco.



The Company has three subsidiaries.  Irie Isle Limited is incorporated in the British Virgin Islands and is wholly owned by the Company.  Cynthia Holdings Limited is incorporated in the British Virgin Islands and is owned by Irie Isle Limited as to 82.48%.  Exploraciones Oromin, S.A. is incorporated in Argentina and is wholly owned by Cynthia Holdings Limited.



The head office and principal office address of the Company is located at Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, Canada.  Its telephone number is 604-331-8772.



Acquisition of the Santa Rosa Property, Argentina



The Company has an 82.48% interest in the Santa Rosa Property, as more fully described under  Item 4 - Information on the Company - D. Property, Plants and Equipment below.  On March 20, 2001, the Secretariat of Energy of the Republic of Argentina approved the Companys bid to acquire a 100% interest in the oil and gas exploration rights for exploration block #CC&B-9 (the Santa Rosa Property), covering 7,694 square kilometres in the Cuyana basin in the Province of Mendoza in central Argentina.  These rights are for a period of 25 years and give the Company the right to carry out production on the Santa Rosa Property should commercial quantities of hydrocarbons be discovered.  The Company was obliged to spend a minimum of US$600,000 (already incurred) on exploration of the Santa Rosa Property under the terms of its bid.



The Company is presently attempting to obtain all necessary permits to allow it to begin drilling.



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On June 26, 2002, the Company, through its wholly owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002.  The Agreement has been amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  Surge has elected not to acquire any further interest in the Santa Rosa Property.



On November 15, 2005, the Company entered into a letter of intent (the LOI) with Ottoman Energy Ltd. (Ottoman) whereby Ottoman can acquire up to a 41.24% interest in the Santa Rosa Property by spending US$2,297,381 on exploration and development of the Santa Rosa Property.  The LOI is subject to a number of conditions that must be fulfilled or waived by September 30, 2006, including completion of legal and financial due diligence to Ottomans satisfaction, issuance of formal title to the Santa Rosa Property and the settlement and execution of a joint venture agreement respecting the Santa Rosa Property.



Subject to the fulfilment or waiver of the conditions referred to above and subject to funding, Irie, Ottoman and Surge will jointly undertake the next phase of the exploration program, at an estimated cost of US$1,350,000, which will consist of interpretation of seismic data, completion of environmental studies, drilling three exploration wells and, contingent upon success, completing one production well.  All required funding for the upcoming phase of exploration and all future exploration and development of the Santa Rosa Property, will be borne proportionately by each party or they will suffer dilution.



Acquisition of the Sabodala Property, Sénégal



The Company has the right to acquire a 100% interest in the Sabodala Property, as more fully described under  Item 4 - Information on the Company - D. Property, Plants and Equipment below. The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004.  The Oromin Joint Venture Group (OJVG) is a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  The Company provides exploration and management services to the OJVG.  In order to acquire its interest in the Sabodala Property, the OJVG must spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007.



Under the terms of the OJVG agreement, Bendon will provide the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million.  Bendon has agreed to arrange financing, through an equity placement in the Company, of at least US$4 million of the Companys expenditure commitment.  Bendon will also take a lead role in arranging any production financing that the OJVG may require.  Badr holds a free carried interest until the initial USD$8 million commitment is completed, at which time the three parties will bear all future costs associated with the exploration and development of the Sabodala Project on a pro rata basis, or be subject to dilution.



Acquisition of the Carneirinho Property, Brazil



The Company and Lund Gold Ltd. (Lund) have an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property is structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage.



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In order to exercise the first option, Lund and the Company must pay the vendor US$50,000 on or before April 30, 2005 (paid), US$100,000 by April 30, 2006 (paid) and a total of US$1,600,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company must pay the vendor an additional US$6,000,000 on or before April 30, 2010.



B.

Business Overview



The Company has historically been involved in the exploration of mineral properties in various parts of the world.  Prior to its acquisition of oil and gas interests in the Republic of Argentina, the Company was exploring properties in the Voiseys Bay area of Labrador, the Port Cartier area of Quebec, near Narvik, Norway and in the Bonneville Mining District of Alaska pursuant to property option agreements.  All of its formerly held mineral properties have been abandoned and the costs of exploring same have been written off.  In May 2000, the Company entered into an agreement to acquire various interests in three oil and gas leases located in Creek County, Oklahoma from Canok International of Haliburton, Ontario, Canada.  As a result of misrepresentations by Canok, the Company rescinded the agreement with Canok.



In March 2001, the Company acquired a 100% interest in the oil and gas exploration rights for the Santa Rosa Property in central Argentina and exploration of the Santa Rosa Property is now the principal business activity of the Company.   In June 2002, the Company, through its wholly owned subsidiary Cynthia Holdings Limited (Cynthia), agreed to sell an effective 50% interest in its Santa Rosa Property. The Agreement has been amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited, received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  In November 2005, the Company entered into a letter of intent (the LOI) with Ottoman Energy Ltd. (Ottoman) whereby Ottoman can acquire up to a 41.24% interest in the Santa Rosa Property by spending US$2,297,381 on exploration and development of the Santa Rosa Property.



In October 2004, the Company was awarded an exploration concession known as the Sabodala Property in the Republic of Sénégal. The exploration concession grants the Company the sole right to acquire a 100% interest in the Sabodala Property by spending at least USD$8 million on exploration of the Sabodala Property by April 17, 2007.  The Sabodala Property will be held by the Oromin Joint Venture Group (OJVG), a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  The Company provides exploration and management services to the OJVG.  Under the terms of the OJVG agreement, Bendon will provide the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million.  Bendon has agreed to arrange financing, through an equity placement in the Company, of at least US$4 million of the Companys expenditure commitment and will also take a lead role in arranging any production financing that the OJVG may require.  Following the completion of the initial USD$8 million commitment is completed, the three parties will bear all future costs associated with the exploration and development of the Sabodala Project on a pro rata basis, or be subject to dilution.



In January 2005, the Company and Lund Gold Ltd. (Lund) were granted an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property is structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company must pay the vendor US$50,000 on or before April 30, 2005 (paid), US$100,000 by April 30, 2006 (paid) and a total of US$1,600,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company must pay the vendor an additional US$6,000,000 on or before April 30, 2010.



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C.

Organizational Structure



The following chart sets out the Companys corporate structure and the resource properties owned by each of the Companys subsidiaries:



[oromin20fa1jan31002.gif]



D.

Property Plants and Equipment



The properties of the Company are in the exploration stage only and are without known reserves.  The Company has not had any revenue from any resource products in the last three fiscal years.



Santa Rosa Property, Argentina



Dr. Norman Haimila, Ph.D., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information concerning the Santa Rosa Property in this document.



Title



The Company owns, through its majority controlled Argentina subsidiary, Exploraciones Oromin, S.A. (Oromin), an 82.48% interest in exploration block #CC&B-9 (the Santa Rosa Property) pursuant to Resolution No. 2 issued by the Secretariat of Energy and Mining on March 16, 2001 pursuant to International Public Bidding No. E-01/92 (Plan Argentina), Fiftieth Bid.  The Resolution grants Oromin an Exploration Permit to explore for hydrocarbons over the area covered by the exploration block for three exploration periods totalling six years.  The Exploration Permit will be converted to an Exploitation Permit if commercial quantities of hydrocarbons are found.  The Exploitation Permit allows for the extraction of hydrocarbons for a period of twenty-five (25) years with a possible ten (10) year extension.  Formal title to the Santa Rosa Property has not yet been issued.



On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002.



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The Agreement has been amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  Surge has elected not to acquire any further interest in the Santa Rosa Property.



On November 15, 2005, the Company entered into a letter of intent (the LOI) with Ottoman Energy Ltd. (Ottoman) whereby Ottoman can acquire up to a 41.24% interest in the Santa Rosa Property by spending US$2,297,381 on exploration and development of the Santa Rosa Property.  The LOI is subject to a number of conditions that must be fulfilled or waived by September 30, 2006, including completion of legal and financial due diligence to Ottomans satisfaction, issuance of formal title to the Santa Rosa Property and the settlement and execution of a joint venture agreement respecting the Santa Rosa Property.



Subject to the fulfilment or waiver of the conditions referred to above and subject to funding, Irie, Ottoman and Surge will jointly undertake the next phase of the exploration program, at an estimated cost of US$1,350,000, which will consist of interpretation of seismic data, completion of environmental studies, drilling three exploration wells and, contingent upon success, completing one production well.  All required funding for the upcoming phase of exploration and all future exploration and development of the Santa Rosa Property, will be borne proportionately by each party or they will suffer dilution.



Location, Access & Physiography



The Santa Rosa Property is comprised of exploration block #CC&B-9, covering 7,694 square kilometres in the Cuyana basin in the Province of Mendoza in central Argentina.  The Santa Rosa Property is situated over the dome centred on 33°15'S Latitude and 67°40'W Longitude.  The block extends from 52km to 130km east of the city of Mendoza and extends north from Rio Tunuyan for approximately 100km.  The centre of this area is approximately 925km, west of Buenos Aires, the capital city of Argentina.



The National Highway Ruta 7 lies within and along the southern boundary of the block sub-parallel to Rio Tunuyan as do gas and oil pipelines.  A railroad also used to run along this corridor but operations on it have been suspended.  At present there is no plant or equipment on the Santa Rosa Property that is related to the Exploration Permit.



The Santa Rosa Property is situated on the gentle eastern slope of the Andes.  The western side of the block is approximately 600m above sea level.  Local elevations only vary about 20m over fairly large areas.  The region is arid with scrub brush covering low stabilised dune fields.  Irrigated farmland exists along the Rio Tunuyan and ranching occurs in the desert areas.



Exploration History



The Cacheuta Field, located in the northwest corner of the Cuyana Basin, was the oldest field in Argentina, producing oil as early as 1886.  Some of the larger fields in the Cuyana Basin were discovered during the 1930s and most have been in full production since the late 1950s and early 1960s.  The decline profiles for these fields, before secondary recovery projects were implemented, varied from 6% to 9% per year.



There are 1,129km of regional seismic coverage consisting of a regional grid approximately 20km by 20km over most of the block and a more closely spaced (approximately 3km by 5km) grid over the southwest corner of the Santa Rosa Property.  One well was drilled along the southern boundary of the Santa Rosa Property (Jaguel La Esperanza x-4) as part of a four well drill program mainly in the Nacuñan Block in 1963.  The Santa Rosa Este x-1001 well was drilled in 1994 and the Santa Rosa x-2 well was drilled in 1995.  None of these wells were diagnostic tests of the present prospect concept.



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Regional and Local Geology



The Cuyana Basin is situated in west central Argentina between 32°S and 34°30'S Latitude.  Related basins extend from 28°S to 36°S Latitude.  The Cuyana Basin is part of a graben complex that includes the Los Tordillos,

Nacuñan, Tupungato, Cacheuta and California Subbasins and depocentres.  The main bounding faults are located to the southwest of the Cuyana Basin and northeast of the Beazley and Mascasin Subbasins.  Several crosscutting faults connect the two boundary fault zones.  Late Triassic alluvial and lacustrine sediments fill the deeper portions of the graben complex and are unconformably overlain by Jurassic conglomerates and by Early Cretaceous volcanics which, in turn, are overlain by Early Tertiary clastics and evaporites.



Erosion during the Jurassic, Late Cretaceous and Middle Tertiary has left the central portions and the margins of the graben complexes almost devoid of the originally deposited sediments.  Since the Late Oligocene the whole area has been covered by post-Andean continental clastics.  Compression, both, during the early erosional episodes and since the uplift of the Andes has resulted in longitudinal and transverse arching between the Cuyana and Beazley-Mascasin subbasins forming the large central regional arch and its superimposed domes.



Stratigraphy



Basement in the Cuyana area is composed of Precambrian granites and gneisses that are overlain by Paleozoic sediments and Permo-Triassic volcanics.



Sedimentation during the Late Triassic was initiated with fanglomerates from alluvial fans filling local depressions within the grabens.  These red-bed sediments, volcaniclastics and flows are known as the Rio Mendoza Formation and the included Las Cabras Formation.  The Las Cabras Formation is unconformably overlain by the transgressive coarse-grained sandstones of the Potrerillos Formation that grades upward into finer-grained sandstones and dark bituminous shales with interbedded tuffaceous beds.  The Potrerillos Formation that may be up to several hundred meters thick is gradationally overlain by the Cacheuta Formation composed of bituminous black shales and mudstones containing thin layers of tuffs.  The Cacheuta Formation may be a couple of hundred meters thick, thinning to zero at the margins of the basin due to depositional thinning and erosion.  The Cacheuta Formation is the richest source rock in the basin.



The Cacheuta Formation grades upward into the regressive Rio Blanco Formation that is composed of grey siltstones and shales with interbeds of fine-to-medium grained sandstones.  The Rio Blanco Formation may be over 800m thick in the Cuyana Basin, thinning to zero at the margins of the basin and around arches by depositional thinning and erosion.



The Triassic section is truncated by a regional unconformity that, locally, may have removed the entire sequence.  It is overlain by reddish conglomerates and sandstones of Jurassic to Lower Cretaceous Barrancas Formation up to 150m thick.  The Barrancas Formation is in turn, unconformably overlain by up to 180m of volcanic flows of the Punta de las Bardas Formation in the centre of the basin.  Also in the centre of the basin are up to 150m thick remnants of the Early Tertiary Papagayos and Divisadero Largo Formations.



Following a depositional hiatus in which the Andes Mountains began to form, the truncated Early Tertiary and earlier sediments were unconformably overlain by the Late Tertiary Mariño Formation.  The Mariño Formation begins with the Conglomerate Violaceo that is composed of conglomerates and sandstones at its base in the west and grades upward and eastward into argillaceous sandstone.  Away from the Andean source areas the overlying Mariño Formation contains higher proportions of mudstones that merge upward into shaley tuffaceous sandstones of the Lower Grey Tuffs and then other Late Tertiary Formations.



The Late Tertiary sediments may be thousands of meters thick and represent the post-orogenic sedimentation from the Middle Tertiary Andean Orogeny.



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Geochemistry and Hydrocarbon Migration



Over 350 exploration wells have been drilled in the Cuyana Basin of which 78 wells have been classified as discoveries.  Recoverable Reserves have been found in 26 combined oil and gas fields of which less than 19 are significant producers.  These fields are primarily found as almost continuous oil accumulations along the crests of two sub-parallel, asymmetric, faulted anticlinal trends.  The separations between fields were the result of stratigraphic variations cutting across the structural axis.  Five of the fields along the southwest side of the basin had strong stratigraphic pinch-out components but no similar traps have been found yet along the northeast side of this basin.



The organic-rich lacustrine shales of the Cacheuta Formation and shales within the adjacent Potrerillos and Rio Blanco Formations are the source rocks for the hydrocarbons generated in the basin.  The Cacheuta Formation shale in the middle of the Triassic section contains Total Organic Carbon of 4% of which 70% to 100% is Type I Kerogen.  Any sealed sandstone beneath the Mariño Formation may constitute a reservoir rock and to a lesser degree sandstones within the Late Tertiary section.



Based on a geothermal burial history in the Beazley Basin the Cacheuta Formation should have been buried to depths greater than 2400 meters and preferably to depths greater than 2800 meters in order for it to reach maturity and to generate hydrocarbons.  A small area of the Cacheuta Subbasin between the two productive anticlines and the main part of the Cuyana Basin consisting of the Tupungato and California Subbasins in front of the Precordillera should be the main sites of hydrocarbon generation in Mendoza Province.  Only small portions of the Los Tordillos, Nacuñan and Beazley Subbasins have been buried deeply enough to have generated early maturing hydrocarbons.



Because the great bulk of the sediments have been deposited since the Middle Tertiary Andean Orogeny and deep burial is required for the maturation of the Cacheuta and adjacent source beds, most of the hydrocarbon generation occurred between the Oligocene and the Present.



The Vizcacheras Field only had access to hydrocarbons that migrated from the Tupungato Subbasin and additional hydrocarbons likely migrated from this subbasin into existing fields along the axis of the eastern anticline.



Any hydrocarbons generated to the east of the axis of the depocenter in front of the Precordillera should have migrated out of the basin into the large regional arch and its superimposed domes between the Cuyana and Beazley Subbasins.



Structure



During the late Permian and Early Triassic, a series of en echelon grabens developed behind an island-arc along the western margin of South America.  The Triassic sediments were deposited within these grabens.  Compression across the graben complex after its initial development caused the fault blocks in the central portion of the graben to become domed.  Depositional thinning and subsequent erosion around the margins of basins and across the domal structures resulted in thin Triassic sections being preserved within the Santa Rosa CCyB-9 Block.



Subsequent periods of uplift and erosion in the Cretaceous and Tertiary resulted in the Barrancas, Punta de las Bardas and Papagayos Formations being truncated against the flanks of the arches.



A thin section (less than 60m) of the Las Cabras Formation and an even thinner section of the lower Potrerillos Formations are interpreted to have been preserved below the Tertiary Unconformity across the Central Dome.



Great thicknesses of post-Andean sediments spread from the rising mountains in the west with over 1000m of Late Tertiary sediments remaining over Santa Rosa Prospect.  Although the region is still tectonically active, post-Oligocene compression has caused only minor reactivation of faults within the Central Dome but the areas between the faults have continued to flex.



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Sediment Distribution



Based on seismic interpretations and well penetrations the Triassic sedimentary section preserved beneath the Late Tertiary unconformity varies from zero to 850m along the western boundary of the block and thins to less than 90m over the culmination of the dome.  The Triassic section thickens to over 175m in the graben in which the Santa Rosa Este x-1000 well was drilled and thickens to 608m at the southern boundary of the CCyB-9 Block in the Jaquel La Esperanza x-4 well.  Where the Triassic section is in the order of 250m thick there is the potential for the Cacheuta Formation source beds to be preserved beneath the unconformity marked by the Conglomerate Violaceo.  Even in the Santa Rosa x-2 well where less than 150m of Triassic section lies on basement, the Triassic section may consist of a depositionally thinned Potrerillos sequence overlain by what appears to be Cacheuta Formation shales and possibly even a thin remnant of the Rio Blanco Formation.  The Cacheuta Formation likely subcrops in an irregular band along the western flank of the dome within the Santa Rosa CCyB-9 Block.  It is also buried deeply enough just to the west of the block to be capable of generating oil.



Any oil generated would migrate up-dip through porous and permeable Triassic sediments until the Middle Tertiary unconformity were reached.  The Conglomerate Violaceo at the Tertiary unconformity would become the conduit for migration into the dome where porous and permeable sediments were present.  The Conglomerate Violaceo varies from over 100m thick around the flanks of the dome to approximately 8m thick near the culmination of the dome.  Locally, the Conglomerate Violaceo may have an argillaceous matrix and the porosity and permeability diminish to sub-economic levels.



Seismic programs have traced the seismic events that represent the Triassic-Tertiary unconformity from its position in the Santa Rosa Este x-1001 well, where the unconformity was intersected, to areas near the top of the Santa Rosa Dome Culmination.  The character of the seismic reflections above and below the Triassic-Tertiary unconformity will be studied to determine approximate interval thicknesses and reflection amplitudes to indirectly indicate prospective zones within the Conglomerate Violaceo and the underlying Potrerillos and Las Cabras Formations.



Proposed Exploration



The Company intends to undertake interpretation of seismic data, completion of environmental studies, drilling three exploration wells and, contingent upon success, completing one production well at an estimated cost of US$1,350,000.  Contingent upon success, the Company would undertake an additional 3-D seismic program at an estimated cost of approximately US$4,000,000 to plan the layout of the development drilling program of additional wells.



Doing Business in Argentina



The following briefly summarizes the Company's understanding of the economic and political climate in Argentina based on research and information compiled by the Company from various sources which it believes to be reliable:



Political and Legal System



Under its Constitution, Argentina is organised as a federal republic on lines similar to those of the United States.  The country is currently divided into 23 provinces and the federal capital, the City of Buenos Aires.



The federal government consists of the executive branch, which is headed by the President; the legislative branch (Congress), consisting of two chambers, the senate and the chamber of deputies; and the judicial branch.  Provincial governments are organised along similar lines.  The President is elected for a period of four years, with the possibility of immediate re-election.  The courts of justice, headed by the Supreme Court represent the judicial branch at the federal and provincial levels.  Legal concepts have their origin in Roman Law and the Napoleonic Code.



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Carlos Menem was the President of Argentina from 1989 to December 1999.  In October 1999, Fernando de la Rua was elected to succeed Mr. Menem.  Mr. de la Rua took office in December of 1999, pledging to focus on Argentinas economic problems.  President de la Rua was unsuccessful and resigned on December 20, 2001 amidst economic and social upheaval.  On January 1, 2002, the Argentine congress elected Eduardo Duhalde, former vice president during the Menem government and subsequently governor of the Buenos Aires Province (which accounts for more than one third of Argentinas economy), to serve as president for the remaining two years of Mr. de la Ruas term.  Former president de la Rua was affiliated with the Radical Party and the centre left coalition (FREPASO).



With the resignation of Mr. de la Rua, the reign of FREPASO came to an end, and Mr. Duhalde, who is affiliated with the Peronist party, took over the control of the country amid severe divisions among party leaders.  During his term as President, Mr. de la Rua, had to negotiate with many factions in order to consolidate an acceptable power base.



Argentina is currently in a period of economic crisis due largely to poor monetary policies and large amounts of debt.  In 1991, then economic minister, Domingo Cavallo, decided to tie the Argentine Peso to the U.S. dollar, with a one-for-one exchange rate in order to combat hyperinflation and restore confidence in the Argentine economy.  When economic stability returned to Argentina, the Argentine government did not respond by devaluing the Argentine peso.  The failure of the government to devalue the peso left Argentine exports more expensive than those of other South American countries, like Brazil.  By linking the peso to the dollar, Argentina adopted a currency whose exchange rate bore little relation to its own economic conditions, and the Argentine Government failed to respond to changing economic conditions by changing its monetary policy.  After ten years of sustaining the exchange rate, the country has lost competitiveness in the international markets.



Argentina also faces large amounts of internal and external debt.  Deficits have been financed with external debt, which is currently close to U.S. $150 billion, and internal public debt, whereby the rate of interest paid reached almost 25% in real terms.  Much of the internal debt has been due to overspending by the two dozen Argentine provinces.  In December of 2001 the IMF refused to disburse U.S. $1.3 billion in aid for the month, and strikes, widespread street protests and rioting ensued.  On December 20, 2001, President Fernando de la Rua resigned and was replaced on January 1, 2002 by Eduardo Duhalde.  Several days after Mr. Duhalde became president, the government devalued the peso and the Argentine currency was allowed to float freely for the first time in a decade.



The consequence was social upheaval.  Unemployment rose 20% after Mr. de la Ruas resignation, and in April 2002, all banking and foreign exchange activity was suspended.  Mr. Duhalde announced that the Argentine financial system was at risk of collapse.  Mr. Duhalde sought to diversify Argentinas foreign ties, and in particular to revise those with Brazil, its chief partner with Mercosur.  Brazil quickly responded.  In addition to lobbying for international help for Argentina, it promised to take more imports, especially of cars.  Due to its large debt problems, Argentina needed help from the IMF and the United States Government asked Mr. Duhalde to develop a coherent economic plan.  Above all, that means tackling the ghastly problems of Argentinas banks, which have become the target of increasing violent protests.  Mr. Duhalde inherited restrictions on bank transactions and withdrawals, which halted a bank run but are strangling the economy.  His governments handling of the devaluation of the peso, and its adoption of a dual exchange rate, also created problems.



Mr. Duhalde served as president until 2003, when Argentina held a presidential election. In the first round, former president Carlos Menem of the Peronist Party finished first but he did not win enough of the vote for an outright victory.  Mr. Menem then faced a run-off election against fellow Peronist Nestor Kirchner, the governor of Santa Cruz province.  Before the runoff took place, however, Mr. Menem withdrew from the race after polls indicated that he would not win.  Mr. Menems withdrawal gave the presidency to Mr. Kirchner, who pledged to improve the countrys economy by creating jobs and protecting the countrys industrial sector.



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Since his election, Mr. Kirchner has instituted aggressive reforms which he began by removing leaders of the national police force who were tainted by allegations of corruption, overhauling the military high command, and ousting officials with links to the 1976-83 military dictatorship.   He also forced the resignation of the deeply unpopular Supreme Court president, and intervened personally to settle a nationwide teachers' strike.



While the economy is showing signs of recovering, reform of the country's struggling banking system and Argentina's $141 billion debt must still be addressed.  Since 2004, the primary surplus of the Argentine Public Sector has grown 16% per year due to a 20% increase in tax collection.  The Argentine Central Bank has reserves for USD$25 billion after having already paid to the International Monetary Fund USD$10 billion last March and the Argentine Government reached an agreement with foreign creditors in the amount of USD$40 billion of foreign debt.



The Oil and Gas Industry in Argentina



The Hydrocarbons Act of June 1967 (Law # 17,319) established the basic legal framework for oil and gas exploration and exploitation in Argentina.  It empowers the executive branch to implement a national policy for the development of Argentine hydrocarbon reserves.  Basically, prior to 1990 virtually all oil and gas exploratory activities were performed by Yacimientos Petroliferos Fiscales Sociedad del Estado (YPF) or on its behalf.  YPF used to assign to third parties certain areas in which the state owned company was not interested.



Under its framework, exploration permits and exploitation concessions must be awarded on the basis of competitive bids, which may be filed by any physical or artificial person who has established domicile in the Republic of Argentina and is financially sound and technically qualified to develop the tasks that relate to the right so claimed (Sections 5 and 35, Law #17,319).



On the basis of the state reform legislation that was approved in August 1989, the executive branch issued a series of orders to demonopolize and deregulate the oil and gas industry in Argentina.



Argentinas energy industry was revitalised in the 1990s as a result of drastic restructuring, the privatisation of the state oil company YPF, and increased private and foreign investment, the latter a result of favourable investment and tax laws.  Many foreign firms have entered the Argentine oil market, attracted by prospects of regional energy integration occurring in South America.



International Call for Bids #E-01/92 (Plan Argentina) was issued in order to select the companies that may be awarded exclusive rights for the exploration and possible exploitation and development of Hydrocarbons within the perimeter of each area included in Plan Argentina, in accordance with Law # 17,319; National Executive Power Decrees # 1055; # 1212 and # 1589, among others.



In this regard, once the Enforcement Authority (Secretariat of Energy) reaches a decision and proceeds to award the call for bids to the bidder whose bid meets the conditions of the call, the awarding of the Area shall be approved by the National Executive Branch by issuing an Administrative Decision that grants the exploration permit, under the provisions of article 16 and associated articles of Law # 17,319.



The bid of the Companys Argentine subsidiary, Exploraciones Oromin S.A., for the Santa Rosa Property under Plan Argentina, Fiftieth Bid, met the conditions of the call for bids and its offer has been approved.  From a legal standpoint, Exploraciones Oromin S.A. will be allowed to enter the areas as from the effective date of the permit (Administrative Decision) by complying with all of the rights and obligations resulting from the bidding conditions.  On May 11, 2001 the Secretariat of Energy authorized Exploraciones Oromin S.A. the early entry to the area in order to commence with exploration works.



The protection of the environment and the conservation of the natural resources within the sphere of the oil and gas activities is the purpose of Article 69 of Law # 17,319.  Secretariat of Energy Resolutions #105 and #236 among others, protect the environment and the conservation of the natural resources during the exploration and exploitation of the hydrocarbons stages.  This set of rules apply to corporations or group of corporations, concessionaires, permissionaires and operators whose activities fall under the scope of National jurisdiction and have authorisation to explore or exploit hydrocarbons in an area.





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By means of the National Constitution and the federal organization of the Argentine territory, environmental powers have been vested in the Provinces.  On a Provincial level, the Province of Mendoza has passed certain laws and decrees with the aim of protecting the environment and conserving the natural resources of said Province.  Provincial Law # 5,961 protects the environment, the ecological equilibrium and steady development of natural resources in all the territory of the Province of Mendoza.  Decree # 2109, regulatory of Law # 5,961, states that an environmental impact declaration or an exemption to it should be filed with the Ministry of Environment and Natural Resources of the Province of Mendoza and describes the whole procedure that should be followed in order to obtain either one of them.



By virtue of the early entry to the area granted by the Secretariat of Energy, Exploraciones Oromin S.A. is able to carry out exploration activities on the Santa Rosa Property.



Sabodala Property, Sénégal



Henry J. Awmack, P. Eng., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information concerning the Sabodala Property in this document.



Title



The Company has the right to acquire a 100% interest in an exploration concession (the Sabodala Property) governed by a Mining Convention signed February 17, 2005 with the Government of Sénégal.  The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004.  The Oromin Joint Venture Group (OJVG) is joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  The Company provides exploration and management services to the OJVG.  In order to acquire its interest in the Sabodala Property, the OJVG must spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007. The OJVG has the right to complete a feasibility study within a 9-10 month period following the exploration phase, upon which the concession can be converted to an exploitation concession.  Upon conversion of the concession from an exploration to an exploitation concession, the OVJG must establish an operating company to further develop the Sabodala Property and must offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator.  The Government of Sénégal will receive a 10% interest in the operating company at no cost and a royalty of $US 6.50 per ounce of gold produced.



Under the terms of the OJVG agreement made as of September 20, 2005, Bendon will provide the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million.  Bendon has agreed to arrange financing, through an equity placement in the Company, of at least US$4 million of the Companys expenditure commitment.  Bendon will also take a lead role in arranging any production financing that the OJVG may require.  Badr holds a free carried interest until the initial USD$8 million commitment is completed, at which time the three parties will bear all future costs associated with the exploration and development of the Sabodala Project on a pro rata basis, or be subject to dilution.



Location, Access & Physiography



The Sabodala Property is located approximately 580 kilometres ESE of Sénégals capital city of Dakar (Figure 1).  The property is centered at 13o 09 North Latitude and 12o 06 West Longitude.



The Sabodala Property is reached by unpaved all-weather roads from the towns of either Kédougou (23⁄4 hours) or Tambacounda (3-4 hours), each of which supplies all basic services, and is criss-crossed by a network of roads and trails.   A 1200-metre paved airstrip in good condition is located on the laterite plateau north of Falombo, near the boundary between the Sabodala exploration and exploitation concessions.  There are at least four small villages on the exploration concession, each of which houses 100-300 people and are surrounded by a scattering of small fields of sorghum, cotton, etc.





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Topography on the property is gentle to hilly.  Approximately 20% of the property is covered by flat-lying lateritic plateaus.  Outcrops cover less than 1% of the property, generally limited to roadcuts, ridges and creeks.  Elevations range between approximately 150 and 420 metres, with broad, poorly incised drainages.  The climate is characterized by dry (November to June) and rainy (July to October) seasons in a subtropical regime.  Vegetation is of a tall-grass savannah type; fauna includes warthogs and various species of monkeys and birds.



Sabodala Property Location Map



[oromin20fa1jan31004.gif]





Plant and Equipment



At present, there is no underground or surface plant or equipment on the Sabodala Property.



Regional and Local Geology



The Sabodala Property lies within the Kédougou-Kéniéba Inlier of the West African Craton, which comprises Archean and Lower Proterozoic terranes.  The West African Craton underlies much of Ghana, Burkina Faso, Ivory Coast, Liberia, Sierra Leone and parts of Guinea, Mali and Sénégal.  These terranes are partially covered by undeformed, Upper Proterozoic to recent formations.



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Three Lower Proterozoic (Birimian) volcano-sedimentary sequences have been identified within the Kédougou-Kéniéba Inlier.  From west to east, these are the Mako, Dialé and Daléma Supergroups.  The Mako Supergroup, which entirely underlies the Sabodala Property, consists largely of mafic to intermediate flows and volcaniclastics, with a regional trend of 020o-040o.  A mafic to ultramafic igneous unit forms discontinuous thick intercalations within the volcanic sequences.  The Dialé Supergroup consists of thick successions of metasedimentary and metavolcanic rocks with a sub-horizontal to moderately inclined dip.  Greywacke is dominant, locally with elongated lenses of polymictic conglomerate.  Mafic to intermediate flows, breccias and tuffs form extensive but discontinuous intercalations.  The Daléma Supergroup is comprised of sandstones and shales which form thick successions with subvertical foliation striking NNW to NNE (Titaro and Laroux, 2001).



Several intrusive types have been recognized within the Kédougou-Kéniéba Inlier:  (i) large, elongated felsic to intermediate plutons, often with oriented fabric, such as the Saraya and Badon-Kakadian Batholiths; (ii) smaller equant intrusions of granitic to granodioritic composition; and (iii) mafic to felsic dykes.



Two major systems of shear zones have been recognized in the Kédougou-Kéniéba Inlier, both mapped over several tens of kilometres.  The Sénégal-Malian Shear Zone, which trends approximately 350o, forms the tectonic contact between the Daléma Supergroup to the east and the Mako and Dialé Supergroups to the west.  The Kakadian-Kérékoto Shear Zone trends northeasterly to northerly, separating the Mako Supergroup to the west from the Dialé Supergroup to the east.  Splays of the Kakadian-Kérékoto Shear Zone pass through the Sabodala Property and host the adjacent Sabodala deposit.



A number of orogenic gold deposits have been discovered in the past twenty years, associated with the systems of shear zones in the Kédougou-Kéniéba Inlier.  The Sabodala deposit, which is located on a separate exploitation concession surrounded by the Sabodala Property, is associated with the Kakadian-Kérékoto Shear Zone.  Approximately 75-80% of the gold at the Sabodala deposit is hosted within a 50-metre wide pyritic stockwork within silica-carbonate-sericite altered mafic to intermediate flows and tuffs and a subvolcanic quartz diorite porphyry.  This stockwork plunges ~20o towards the NNW and has been traced in drilling for 200-300 metres in an east-west direction and 400-500 metres north south.  Grade within the stockwork increases with increasing fracture density and alteration.  The remainder of the gold at the Sabodala deposit is hosted by siliceous breccias and quartz veins associated with moderately east-dipping shear zones (BRGM, 1983).



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In western Mali, several producing and construction-stage gold mines are associated with the Sénégal-Malian Shear Zone (Figure 3).



The only property-wide mapping of the Sabodala Property was carried out by BRGM in the early 1960s as part of a nation-wide 1:200,000 mapping program (BRGM, 1963a, b).  The central part of the Sabodala Property was later mapped by Husson et al (1987) who recognised three main lithological units trending north-northeasterly.  The bulk of the area mapped is underlain by recessive andesitic volcanics (Unit III), generally light green in colour and carbonate-altered.  The andesite locally shows breccia textures; pillows are present mainly near its contact with Unit IV.



Unit IV, which outcrops very poorly, is composed of intermediate to felsic tuffs bounded along each contact by jasper beds.  Two northerly to northeasterly-trending bands of Unit IV are present.  The western tuff band has a maximum thickness of 100 metres and hosts the Sabodala gold deposit.  The eastern tuff band is 500 - 1000 metres thick and can be differentiated into fine-grained siliceous tuffs and chlorite-sericite crystal tuffs.  Jasper is well developed along the contact between the western tuff band and the Unit III andesites, where it is fairly continuous and thicker than five metres; it is discontinuous and narrow (less than 1 metre) in the eastern tuff band.



Metasedimentary rocks (Unit V) are exposed to the east of the eastern tuff band.  They are sandy, locally arkosic and have rare volcanic interbeds.  The distribution of intrusives has not been mapped on a property-wide scale, but syntectonic, late-tectonic and post-tectonic granitoids have all been reported in the area (BRGM, 1963).



The mapped area was thought by Husson et al (1987) to represent an antiform cored by the andesites of Unit III, with a presumed axial plane trending 215o/70oW.



Husson et al (1987) mapped three north-northeasterly trending shear zones (CD1-3) and one northeasterly trending shear zone (CD4) crossing the mapped part of the property, subparallel to the axial plane.  Gold prospects are associated with each of the shear zones:



·

CD1:  Sabodala deposit1 and Soukhoto1

·

CD2:  Dinkokono1, South Sabodala1 and Maka Madina2

·

CD3:  Masato1,2

·

CD4:  Kerekounda2 and Golouma2



1Sabodala exploitation concession; 2Sabodala Property



Shear zones CD1 and CD4 follow the contacts between Units III and IV.  The nature of the jasper found along these contacts, whether syngenetic or related to alteration, is not clear.  Shear zones CD2 and CD3 were thought by Husson et al to be hosted within linear bands of mylonitized and silicified mafic or ultramafic rocks within the andesite package (Unit III); the apparent difference in composition may be due simply to alteration along the shear zone, and in particular, the abundance of fuchsite.  Shear zones CD2 and CD3 are resistant to weathering and form prominent outcrops at Maka Madina and South Sabodala.



The Sabodala Property is prospective for hosting an orogenic gold deposit.  This relatively new classification (Groves et al, 1998) combines several earlier deposit groups (e.g. lode-gold, mesothermal gold, greenstone gold, Archean gold, iron formation-hosted gold) and reflects a recognition that all these deposits have similar temporal and spatial associations with orogenesis.  This very important category includes some of the largest gold deposits and districts in the world (e.g. Kalgoorlie in Australia, Timmins in Ontario and Ashanti in Ghana).  This type of deposit is typically hosted by granite-greenstone terranes that comprise large parts of Archean and Early Proterozoic cratons, including the West African Craton that underlies the Sabodala Property.



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These deposits are characterised by structurally controlled quartz-carbonate vein systems hosted by deformed, regionally metamorphosed terranes.  These systems are typically associated with crustal-scale fault structures, although lower-order shear zone splays host the most abundant gold mineralization.  Deposition of gold is generally synkinematic, syn- to post-peak metamorphism and is largely restricted to the brittle-ductile transition zone.



Quartz, carbonate, mica, albite, chlorite, pyrite, scheelite, tourmaline, siderite, grunerite, garnet, hornblende and hedenbergite dominate alteration mineral assemblages, although there is much inter-deposit variation.  The absolute timing of mineralisation has revealed that gold was deposited over large areas during short time periods.  Among Archean and Early Proterozoic orogenic gold deposits, much variability exists in characteristics such as host rock and structural style, but other characteristics, such as the structurally late timing of gold deposition and fluid properties are remarkably consistent.



The West African craton hosts a number of multi-million ounce orogenic gold deposits (Milesi et al, 1989).  The majority of the gold is hosted within Early Proterozoic Birimian volcano-sedimentary belts, similar to those of the Kédougou-Kéniéba Inlier, where the Sabodala exploration concession is located.  There are already two producing gold mines of this type in the Kédougou-Kéniéba Inlier and another two with production scheduled for 2005.



Mineralization



A number of orogenic gold prospects have been recognised on the Sabodala Property, all but one of which are associated with the four NNE to NE trending shear zones which have been recognised to date.



Golouma

Golouma consists of extensive quartz veining within an area of very little outcrop exposure.  Maurin and Sy (1992) reported 8 veins within an area measuring 1000 x 1,400 metres, with widths of 0.3 to 5.0 metres and a variety of orientations.  At that time, BRGM carried out a program of hand trenching on seven of these veins, reporting trace to 4.3 g/t Au from the veins themselves.  An eighth vein in the area was not trenched, but a 29.7 g/t Au grab sample was reported (FQ-8).  In most cases, the wallrocks to the veins were not exposed by the shallow trenches, but channel samples were taken from the colluvium bordering the veins and reported generally higher grades than the vein they flanked.  For instance, trench GOL-T33 exposed a 0.5 metre glassy quartz vein assaying 0.6 g/t Au, flanked by colluvium averaging 17 g/t Au over 3 metres on one side and 7 g/t Au over 3 metres on the other side.  These results suggested that gold mineralization in the Golouma area is not primarily hosted by the massive quartz veins.



In 2004, the Company examined and sampled three quartz veins and their saprolitic wallrocks in the Golouma area.  Since 1991, artisanal pitting to a depth of 2-3 metres has provided good exposures of both veins and wallrocks in the Golouma area.  The three sampled pits, located with GPS, cannot be correlated with any confidence to the vein locations reported by Maurin and Sy (1992); it appears that the 1991 vein locations are plotted inaccurately.  The three veins examined by the Company are located within an area of 100 x 350 metres; it seems likely that veining is present over a larger area than sampled by the Company, obscured by thick vegetation and low relief, but may be less extensive than mapped by Maurin and Sy (1992).  The veins consist of milky to vitreous, locally ribboned, quartz with lesser carbonate and chlorite, and local boxwork after minor sulphides.  They are emplaced into altered phyllite whose foliation consistently trends 230o/75oNW and which contains sparse quartz veinlets and disseminated pyrite.  The westernmost pit sampled (Pit B), returned only 254 ppb Au from the 59 cm milky to vitreous, ribboned quartz vein itself, but its altered and limonitic hanging wall assayed 15.8 g/tonne Au across a true width of 2.30 metres (Table 8.0.1).  The wallrock contained less than 1% milky quartz in patches and its high assay may be due to disseminated or fracture-controlled gold mineralization.  The other two pits had narrower exposures of vein and wallrock; at Pit A, vein and wallrock assayed 3.82 and 4.52 g/t Au, respectively, and a combined sample at Pit C assayed 1.41 g/t Au.



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Maurin and Sy (1992) reported three more veins, centred about 1600 metres east of the Golouma area, which were being worked artisanally at the time.  They reported no sampling results from these veins and the author did not examine them.



Kerekounda

Shallow drilling was carried out at Kerekounda in the 1970s by the Soviet-Sénégal team (11 holes; 574m) and in 1982 by BRGM (5 holes; 362m),.  Almost no data from these programs is available and limited mining in the 1990s probably removed the identified resource.  The mineralization is described as two white quartz veins of about 2m thickness, trending 035o-040o and dipping south within quartz-carbonate altered tuffaceous wacke and schist (Guillou, 1982).



BRGM carried out a soil geochemical grid over the Kerekounda vein exposure in 1987 (Husson et al, 1987), taking samples on a 200 x 50m spacing.  The Kerekounda vein is marked by a 250 x 600 metre northerly-trending soil anomaly (less than 100 ppb Au) with a peak value of 3000 ppb Au.



During the 1990s, Eeximcor excavated a pit measuring approximately 15 x 40 metres in surface area and up to 15 metres deep on the Kerekounda vein and a subsidiary vein, apparently centered on their intersection.  Subsequent artisanal workings extend to a depth of 5-10 metres in places along the veins.  The author took a sample across an unmined remnant of the subsidiary vein and its wallrock.  Although it included only 4 cm of veining, this sample assayed 3.34 g/t Au across its 92 cm width.



Masato

The Masato prospect straddles the boundary between the Sabodala exploitation concession and the surrounding Sabodala Property, approximately 1.5 kilometres east of the Sabodala deposit.  It was discovered during investigation of a 1981 soil geochemical anomaly (less than 200 ppb Au) measuring 400 x 1,200 metres and followed up with two 1987 bulldozer trenches and eleven 1991 drillholes (1,115 metres).  No plan map, sections or drill logs are available from the 1991 drilling, just drillhole orientation data, summary descriptions and gold-bearing intersections.  Nine holes were drilled on the northern hill at Masato on 5 sections (16-20) spaced 100 metres apart and oriented at 115o.  Two holes were drilled on the southern hill on 2 sections (14-15) spaced 100 metres apart and oriented at 075o (Maurin and Sy, 1992).  The following table summarizes the 1991 Masato drill data:



|            |                             |             |             |           |          |        |            |         
|----------- | --------------------------- | ----------- | ----------- | --------- | -------- | ------ | ---------- | --------
|Hole
Number | Section
Number              | Azimuth
(o) | Incline
(o) | Depth
(m) | From
(m) | To
(m) | Length
(m) | Au
(g/t)
|MA-01       | 19                          | 125         | -45         | 152.05    | 57.00    | 62.10  | 5.1        | 6.1     
|            |                             |             |             | incl.     | 64.3     | 69.55  | 5.25       | 12.0    
|MA-02       | 20                          | 122         | -45         | 128.05    | ---      | ---    | ---        | ---     
|MA-03       | 18                          | 125         | -45         | 130.00    | 39.15    | 47.60  | 8.45       | 1.6     
|MA-04       | 18                          | 125         | -45         | 72.10     | 34.00    | 39.60  | 5.60       | 4.3     
|MA-05       | 16                          | 125         | -45         | 70.75     | 48.15    | 70.75  | 22.601     | 1.8     
|MA-06       | 17                          | 125         | -45         | 66.10     | 22.00    | 28.00  | 6.00       | 3.0     
|MA-07       | 16                          | 125         | -45         | 137.00    | ---      | ---    | ---        | ---     
|MA-08       | 15                          | 075         | -45         | 104.00    | 4.90     | 21.10  | 16.20      | 1.85    
|            |                             |             |             | incl.     | 39.75    | 43.85  | 4.10       | 7.85    
|MA-09       | 17                          | 125         | -45         | 62.00     | ---      | ---    | ---        | ---     
|MA-10       | 20                          | 125         | -45         | 52.15     | 23.35    | 37.20  | 11.85      | 1.17    
|MA-11       | 14                          | 075         | -45         | 141.00    | ---      | ---    | ---        | ---     
|            |                             |             |             |           |          |        |            |         
|            | 1Bottoms in mineralization.



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Four drill collars were located in the field by the Company, but only two (MA-05 and MA-07) could be positively identified.  GPS locations of the collars show these holes to be located entirely in the Sabodala exploration concession.  The Company took a chip sample across 1.2 metres of road cut on the exploration concession, about 40 metres south of hole MA-05 (22.6 metres @ 1.8 g/tonne Au), possibly from a similar style of mineralization.  This sample, which contained a few narrow quartz veins with fuchsite-bearing envelopes in altered schist, returned 889 ppb Au.



Until the remaining drill collars can be located in the field or on a plan map, it will remain uncertain whether the mineralization reported for the Masato prospect is located on the Sabodala exploitation concession or the Sabodala Property, or whether the intersections form a coherent body.  Regardless, the drilling returned some encouraging intersections, including 4.1 metres @ 7.85 g/tonne Au and 5.25 metres @ 12.0 g/tonne Au, which deserve to be followed up.



Kobokoto

The Kobokoto vein is a vitreous to milky quartz vein in an area with little or no outcrop exposure.  Hand trenching was carried out by the Soviet-Sénégal mission in the 1970s and three bulldozer trenches were excavated by BRGM in 1991.  Neither the hand-trenches nor the bulldozer trenches exposed bedrock except for the Kobokoto vein itself.  Trenching exposed the vein along a strike length of 140 metres at an orientation of 060o/70oSE, with widths of 0.5 to 2.0 metres.  Trench samples were reported in a range from 0.7 metres @ 2.3 g/tonne Au to 0.5 metres @ 42.3 g/tonne Au (Maurin and Sy, 1992).



Since 1991, the Kobokoto vein has been subjected to limited artisanal working; the only vein exposures left are of fairly massive quartz without limonite or sulphide.  The Company took two samples from the Kobokoto vein.  Sample 271711 (43.8 g/tonne Au) was taken from weakly limonitic quartz blocks at the side of a 48 cm wide exposure of massive, apparently unmineralized, quartz.  Rare flecks of visible gold were noted in these blocks, which were apparently derived from a footwall section of the vein at least 40 cm in width.  The grade of sample 271711 correlates well with the 63.5 g/tonne Au reported by Maurin and Sy (1992) for a random sample of quartz blocks at this location.  Sample 271712 (178 ppb Au) was taken by the author from quartz vein blocks about 70 metres to the northeast of 271711.  Most of these quartz blocks were massive and non-limonitic; Maurin and Sy reported 5.0 g/tonne Au for their sample at this location.



Maka Madina

An isolated outcrop of intensely silicified and hematitic shear zone is exposed in a broad creek valley near the village of Maka Madina.  The shear zone trends 205o/65oW, with an exposed width of 3.35 metres.  Sample 271721, taken by the Company across this shear zone, returned only 100 ppb Au.  However, this shear zone aligns well with CD2, which has localised the South Sabodala prospect 2.7 kilometres to the north.  The South Sabodala prospect, which lies on the Sabodala exploitation concession, 400-600 metres north of the boundary of the Sabodala Property, is associated with a shear zone that appears similar to the Maka Madina exposure.  The South Sabodala prospect has been drilled along three sections, spaced 100 metres apart, with intersections on each section of 12.15 metres @ 6.85 g/tonne Au, 69.15 metres @ 1.93 g/tonne Au and 32.0 metres @ 3.40 g/tonne Au.  It remains open to the south, toward the boundary with the exploration concession.



BRGM reported a subcrop sample in 1981 from Maka Madina grading 64 g/tonne Au (Maurin and Sy, 1992); the exact location of this sample is not known.  In 1987, they carried out soil sampling over the Maka Madina area with negative results, not surprising considering the alluvial and lateritic cover.  In 1991, they cut two bulldozer trenches, one of which was located a few metres downslope from the silicified shear zone outcrop.  With the exception of the silicified shear zone in this trench, only alluvium and colluvium were encountered in the trenches and no sampling was done (Maurin and Sy, 1992).



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Exploration History



The first report of gold in the vicinity of the Sabodala Property was made in 1961 by a regional mapping program by the Bureau de Recherches Géologiques et Minières (BRGM), who noted artisanal workings and quartzites with 3-6 g/tonne Au near the village of Sabodala.  From 1971 to 1973, a Soviet-Sénégalese governmental program explored an area of 1400 km2 for hard-rock gold deposits and reported on 76 occurrences.  The Soviet-Sénégalese mission discovered the Sabodala deposit and focused their efforts, including soil geochemistry, geophysical surveys, trenching and drilling, on it.  However, they also described and carried out some work on the current exploration concession that comprises the Sabodala Property, including hand trenching on the Kerekounda, Kobokoto and Golouma prospects and 11 drillholes (574m) at Kerekounda. From 1976 to 1985, BRGM carried out successive programs (almost entirely on the current exploitation concession) to establish a resource for the Sabodala deposit, including geophysical surveys, metallurgical work and drilling.  The only significant work reported on the Sabodala Property during these programs consisted of 5 drillholes (362m) at Kerekounda (Maurin and Sy, 1992).



In 1987, when it became apparent that the Sabodala deposit needed more oxide gold resources to be viable, BRGM extended their surface work to a radius of six kilometres from the deposit with geological mapping, soil geochemistry and hand trenching on both the current exploration and exploitation concessions (Husson et al, 1987).  This work led to bulldozer trenching and drilling in 1991, including 11 drill holes (1,115m) on the Masato prospect, which lies on the border between the exploration and exploitation concessions.  Shallow hand trenches showed widespread quartz veining in the Golouma area and returned grades up to 39.6 g/tonne Au from colluvium; grab samples from the Kobokoto Vein assayed up to 63.5 g/tonne Au (Maurin and Sy, 1992).



With the exception of the Kerekounda area and the work carried out by the Company, no work other than artisanal pitting has subsequently been reported on the Sabodala Property.  Small-scale open pit mining to a depth of 10-20 metres was carried out at Kerekounda by Eeximcor, a Sénégalese company, from 1994 to 1998, removing a few tens of thousands of tonnes of material.  Presumably, this would have removed the bulk of the resource previously estimated for Kerekounda.



In the past few years, exploration work for orogenic gold deposits has been initiated on several properties adjoining the Sabodala concession such as the Kounemba concession of Randgold Resources.



Exploration - Recent Results



Since acquiring an interest in the Sabodala Property, the Company has focused its efforts on three principal areas, Golouma, Niakafiri South and Masato.  The program began with a high-resolution airborne geophysical survey, followed by prospecting, geologic mapping, soil geochemical sampling, ground geophysics, hand and excavator trenching and most recently the first stage of a minimum 10,000-metre drilling program.  The Company also initiated a property-wide, regional reconnaissance evaluation late last year.  Preliminary results from this continuing program have thus far identified at least twenty-five new exploration targets that will be the focus of follow-up exploration and drilling.   Drilling at Golouma, Niakafiri South and Masato is currently ongoing with 23 holes drilled to date.  Trench, rock and soil geochemical sampling has confirmed historical results and correlates well with induced polarisation (IP) chargeability anomalies identified by the Company in the initial phase of its geophysical evaluation of Sabodala.  Trenching and drilling have confirmed the depth extent and continuity of surface results.



Proposed Exploration



The Company intends to continue the two-phase exploration program for the Sabodala Property recommended in the Summary Report on the Sabodala Exploration Concession dated March 14, 2005 by Henry J. Awmack, P.Eng.  While there is some overlap between the two phases as initial results have indicated that further exploration is warranted, Phase I consists of property-wide geological, geochemical and geophysical surveys and initial diamond drilling.  Phase II consists mainly of additional drilling and also includes expanded selective leach soil geochemical coverage over the remainder of the Sabodala Property, expanded geophysical surveying, and initial metallurgical, environmental and engineering studies.  The total cost for both phases is estimated at USD$8,000,000.



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Doing Business in Sénégal



The République du Sénégal gained independence from France in 1960 and has maintained a democratic political system.  It is a secular republic with a strong presidency, weak legislature, reasonably independent judiciary, and multiple political parties and is notable as one of the few African states that has never experienced a coup detat.  In 2000, power was transferred peacefully in fully democratic elections, from former President Abdou Diouf to current President Abdoulaye Wade.



The president is elected by universal adult suffrage to a 5-year term.  The unicameral National Assembly has 120 members, who are elected separately from the president.  The Socialist Party dominated the National Assembly until April 2001, when in free and fair legislative elections, President Wades coalition won a majority (89 of 120 seats).  The Cour de Cassation (the countrys highest appeals court) and the Constitutional Council, the justices of which are named by the president, are the nation's highest tribunals.  Sénégal is divided into 11 administrative regions, each headed by a governor appointed by and responsible to the president. The law on decentralisation, which came into effect in January 1997, distributed significant central government authority to regional assemblies.



Sénégals principal political party was for 40 years the Socialist Party.  Its domination of political life came to an end in March 2000, when Abdoulaye Wade, the leader of the Sénégalese Democratic Party (PDS) and leader of the opposition for more than 25 years, won the presidency.  Under the terms of the 2001 constitution, future presidents will serve for 5 years and be limited to two terms.  Wade was the last President to be elected to a 7-year term.



President Wade has advanced a liberal agenda for Sénégal, including privatisations and other market-opening measures. He has a strong interest in raising Sénégals regional and international profile.  The country, nevertheless, has limited means with which to implement ambitious ideas. The liberalisation of the economy is proceeding, but at a slow pace. Senegal continues to play a significant role in regional and international organisations. President Wade has made excellent relations with western democracies a high priority.



There are presently some 65 political parties, most of which are marginal and little more than platforms for their leaders. The principal political parties, however, constitute a true multiparty, democratic political culture, and they have contributed to one of the most successful democratic transitions in Africa, even among all developing countries. A flourishing independent media, largely free from official or informal control, also contributes to the democratic politics of Sénégal. The countrys generally tolerant culture, largely free from ethnic or religious tensions, has provided a resilient base for democratic politics.



The former capital of French West Africa, Sénégal is a semi-arid country located on the westernmost point of Africa. Predominantly rural and with limited natural resources, the country earns foreign exchange from fish, phosphates, peanuts, tourism, and services. Its economy is highly vulnerable to variations in rainfall and changes in world commodity prices. Sénégal depends heavily on foreign assistance, which in 2000 represented about 32% of overall government spending--including both current expenditures and capital investments--or African Financial Community (CFA) 270.8 billion (USD$361 million).



Since the January 1994 CFA franc devaluation, the International Monetary Fund (IMF), the World Bank, and other multilateral and bilateral creditors have been supporting the Government of Sénégals structural and sectoral adjustment programs. The broad objectives of the program have been to facilitate growth and development by reducing the role of government in the economy, improving public sector management, enhancing incentives for the private sector, and reducing poverty.





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With an external debt of USD$3.9 billion, and with its economic reform program on track, Sénégal reached its Heavily Indebted Poor Countries (HIPC) debt relief completion point in April 2004.  Sénégal will apply for cancellation of approximately $850 million in debt from Paris Club and other donors. Progress on structural reforms is on track, but the pace of reform remains slow, as delays occur in implementing a number of measures on the privatisation program, good governance issues, and the promotion of private sector activity.  Sénégal continues to lead the West African Economic and Monetary Union (WAEMU) countries in macroeconomic performance. For 2003, inflation was at -0.5%, and in most indicators, Senegal surpassed the WAEMU monetary convergence criteria with a tax revenue to gross domestic product ratio of 18.3%, public investment to tax revenue ratio of 24.4%, and a current account deficit at 4.3%.



Sénégals new Agency for the Promotion of Investment plays a pivotal role in the governments foreign investment program. Its objective is to increase the investment rate from its current level of 20.6% to 30%. Currently, there are no restrictions on the transfer or repatriation of capital and income earned, or investment financed with convertible foreign exchange.  Economic assistance, about $350 million a year, comes largely from France, the IMF, the World Bank, and the United States. Canada, Italy, Japan, and Germany also provide assistance.



Sénégal has well-developed though costly port facilities, an international airport serving 28 international airlines that serves as a regional hub, and advanced telecommunications infrastructure, including a fibre optics backbone and cellular phone penetration approaching 10% of the population.



Sénégals mining code is based on French civil law.  The state owns all mineral rights, with the terms of exploration and mining established by contract between the concession holder and the state.  Exploration concessions are generally granted for four years with rights of renewal.  In the case of the Sabodala exploration concession, a term of 22 months was granted to the Company with the right to convert the exploration concession at the end of the 22 month period to an exploitation concession with a term of five years with rights of renewal for up to a further 20 years.  Holders of concessions are also eligible for a special tax regime and various import duty and tax exonerations aimed at promoting the development of the mining sector.



Carneirinho Property, Brazil



The Company and Lund Gold Ltd. (Lund) have an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property is structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company must pay the vendor US$50,000 on or before April 30, 2005 (paid), US$100,000 by April 30, 2006 (paid) and a total of US$1,600,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company must pay the vendor an additional US$6,000,000 on or before April 30, 2010.



The Carneirinho Property is located approximately 200 kilometres southwest of the city of Itaituba within the Tapajós region of north central Brazil.  Extensive former and current garimpeiro workings are located within the Carneirinho Property.  Limited exploration by TVX Gold Inc. in 1996 and 1997 outlined at least two structural trends believed to be components of the Tapajós regional structural zone, a 200 kilometre long regional-scale northeast-southwest trending shear zone that accounts for the majority of gold produced by garimpeiros in the Tapajós region.



The Company and Lund have not yet undertaken any exploration of the Carneirinho Property.  Subject to funding, the Company and Lund plan to undertake a preliminary evaluation that will include geological mapping, prospecting, channel sampling and auger drill sampling.  Additional geophysics covering an area larger than previous ground surveys and core drilling is also proposed as a second phase program.



ITEM 4A.

UNRESOLVED STAFF COMMENTS



This item is not applicable as the Company is neither an accelerated filer, a large accelerated filer, nor a well-known seasoned issuer and has no pending comments from the staff of the Commission.



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39



ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.

Operating Results



The Company is in the business of exploring its resource properties, with the primary aim of developing them to a stage where they can be exploited at a profit.  The Company does not currently have any producing properties and its current operations are exploratory searches for hydrocarbons or minerals.  During the fiscal year ended February 28, 2006, the Company was primarily engaged in the exploration of its Santa Rosa property in Argentina and the Sabodala Property in Sénégal.  As a result, the Company's future activities may be affected in varying degrees by political stability and government regulation in Argentina and Sénégal, all of which are beyond the control of the Company.  See Item 3 -  Key Information - D. Risk Factors.



As at February 29, 2004, the Company had incurred acquisition and exploration costs of $2,310,978 with respect to its Santa Rosa Property in Argentina and during the fiscal year ended February 28, 2005, the Company recorded a cost recovery of $2,210,620 as a result of the cash and shares received from Surge Global Energy Inc. (Surge) discussed below so that acquisition and exploration costs were reduced to $445,431 as at February 28, 2005.  During the fiscal year ended February 28, 2006, the Company incurred an additional $260,945 in exploration costs with respect to its Santa Rosa Property.  The major components of cumulative expenditures are as follows: contractor and geological staff costs of $262,412 or 37% of the total; land and legal costs of $140,475 or 20% of the total; presumptive minimum tax costs of $148,069 or 21% of the total; and travel and accommodation costs of $53,418 or 8% of total.



During the fiscal year ended February 28, 2003, Cynthia Holdings Ltd. (Cynthia), a wholly-owned subsidiary of the Company, and The Havana Group Inc. (Havana) entered into an agreement (the Agreement) whereby Cynthia agreed to sell an effective 50% interest in the Santa Rosa Property to Havana.  The Agreement was amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited, received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.    Surge has elected not to acquire any further interest in the Santa Rosa Property.



The Company follows the full cost method of accounting for oil and gas properties in accordance with the accounting guidelines published by the Canadian Institute of Chartered Accountants.  All costs of exploration and development of oil and gas properties are capitalized and accumulated in cost centers.  General and administrative costs are expensed in the period in which they are incurred.  The Company follows the fair value method for measuring all stock-based compensation costs.



As at February 28, 2006, the Company had incurred net acquisition and exploration costs of $1,796,462 with respect to its Sabodala Property in Sénégal, following a cost recovery of $3,029,005.  The major components of this amount are as follows: contractor and geological staff costs of $2,222,434 or 44% of the total; exploration office costs of $883,943 or 18% of the total; camp operation costs of $757,648 or 16% of the total; travel and accommodation costs of $512,263 or 11% of the total; drilling costs of $268,010 or 5% of the total; sample analysis costs of $224,004 or 4% of the total; and land and legal costs of $141,229 or 3% of the total.  During the fiscal year ended February 28, 2006, the Company carried out a high-resolution airborne geophysical survey, followed by prospecting, geologic mapping, soil geochemical sampling, ground geophysics, hand and excavator trenching and most recently the first stage of a minimum 10,000-metre drilling program.  The Company also initiated a property-wide, regional reconnaissance evaluation.



The Companys significant accounting policies are summarized in Note 2 to the consolidated financial statements.   The preparation of the Companys consolidated financial statements in conformity with generally accepted accounting principles in Canada requires management to make judgements with respect to certain estimates and assumptions.   These estimates and assumptions, based on managements best judgement, affect the reported amounts of certain assets and liabilities, including disclosure of contingent liabilities.   On an ongoing basis, management re-evaluates its estimates and assumptions.   Actual amounts, however, could differ significantly from those based on such estimates and assumptions.



Significant areas critical in understanding the judgements that are involved in the preparation of the Companys consolidated financial statements and the uncertainties inherent within them include the treatment of resource property expenditures, assets retirement obligations and stock-based compensation.



Resource properties



The Company follows the full cost method of accounting for oil and gas properties whereby exploration and development costs are capitalized and accumulated in cost centres.  Such costs include lease acquisition costs, geological and geophysical expenses, lease rentals on undeveloped properties, costs of drilling both productive and non-productive wells, technical consulting costs directly related to exploration and development activities and capitalized financing costs.



Depletion of exploration and development costs and depreciation of production equipment are provided on the unit-of-production method based upon estimated proven oil and gas reserves before royalties in each cost centre, as determined by independent engineers.  For purposes of this calculation, reserves and production of natural gas are converted to common units based on their approximate relative energy content.  Undeveloped properties are excluded from the depletion calculation until the quantities of proven reserves can be determined.  These properties are assessed periodically for impairment.  When proven reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to the costs subject to depletion.



The Company places a limit on the carrying value of oil and gas properties and other assets, which may be depleted against revenues of future periods (the ceiling test).  The carrying value is assessed to be recoverable when the sum of the undiscounted cash flows expected from the production of proven reserves, the lower of cost and market of unproven properties and the cost of major development projects exceeds the carrying value.  When the carrying value is not assessed to be recoverable, an impairment loss is recognized to the extent that the carrying value of assets exceeds the sum of the discounted cash flows expected from the production of proven and probable reserves, the lower of cost and market of unproven properties and the cost of major development projects.  The cash flows are estimated using expected future product prices and costs and are discounted using a risk-free interest rate.



All costs related to the acquisition, exploration and development of mineral properties are capitalized by property.  If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method.  When a property is abandoned, all related costs are written off to operations.  If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value.  A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.



The amounts shown for mineral properties do not necessarily represent present or future values.  Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and future profitable production or proceeds from the disposition thereof.



Asset retirement obligations



The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.



Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation.  The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations.  Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.



Stock-based compensation



The Company uses the fair value method whereby the Company recognizes compensation costs for the granting of all stock options and direct awards of stock.  Any consideration paid by the option holder to purchase shares is credited to capital stock.



Fiscal Year Ended February 28, 2006 Compared to Fiscal Year Ended February 28, 2005



During the fiscal year ended February 28, 2006 the Company recorded interest income of $32,837 and a foreign exchange loss of $78,007.  During the fiscal year ended February 28, 2005 the Company recorded interest income of $14,338 and a foreign exchange loss of $117,752.



Expenses for the fiscal year ended February 28, 2006 were $2,657,356, up significantly from $344,755 for the fiscal year ended February 28, 2005 primarily due to an increase in stock based compensation from $127,818 to $2,307,214 as a result of stock options granted during the year.



Net loss for the fiscal year ended February 28, 2006 was $2,702,526 or $0.09 per share as compared with a net loss for the fiscal year ended February 28, 2005 of $448,169 or $0.02 per share.  The Company expects to incur a net operating loss for the fiscal year ending February 28, 2007.





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40



Fiscal Year Ended February 28, 2005 Compared to Fiscal Year Ended February 29, 2004



During the fiscal year ended February 28, 2005 the Company recorded interest income of $14,338 and a foreign exchange loss of $117,752.  During the fiscal year ended February 29, 2004 the Company recorded interest income of $4,727 and a foreign exchange loss of $27,960.



Expenses for the fiscal year ended February 28, 2005 were $344,755, up from $274,383 for the fiscal year ended February 29, 2004 primarily due to an increase in office and rent costs by $32,420 to $71,490 as a result of revised cost sharing arrangements with the other companies with which the Company shares office space.  In addition, stock based compensation expense increased by $17,300 to $127,818; travel and public relations costs increased by $12,157 as a result of the increased business activity of the Company; and wages and benefits increased by $13,410 to $33,978 as a result of as a result of revised cost sharing arrangements with the companies that the Company shares offices with.



Net loss for the fiscal year ended February 28, 2005 was $448,169 or $0.02 per share as compared with a net loss for the fiscal year ended February 29, 2004 of $297,616 or $0.01 per share.



Fiscal Year Ended February 29, 2004 Compared to Fiscal Year Ended February 28, 2003



During the fiscal year ended February 29, 2004 the Company recorded interest income of $4,727 and a foreign exchange loss of $27,960.  During the fiscal year ended February 28, 2003 the Company recorded interest income of $13,906, a foreign exchange loss of $19,923 and a gain on sale of marketable securities of $6,395.



Expenses for the fiscal year ended February 29, 2004 were $274,383, up from $193,504 for the fiscal year ended February 28, 2003 primarily due to a stock based compensation expense of $110,518 as a result of the Company having adopted the fair value method of accounting for all stock options granted.  In addition, filing fees increased by $2,835 due to increased electronic filing costs and a general increase in filing fees; office and rent costs decreased by $25,478 due to a reduction in the size of the Companys office premises; professional fees decreased by $10,761 as a result of decreased business activity; wages increased by $7,527 as a result of as a result of staff salary increases and increased employee benefit costs.



The net loss for the fiscal year ended February 29, 2004 was $297,616 or $0.01 per share as compared with a net loss for the fiscal year ended February 28, 2003 of $193,126 or $0.01 per share.



B.

Liquidity and Capital Resources



In management's view, given the nature of the Company's activities, which consist of the acquisition and exploration of resource properties, the most meaningful and material financial information concerning the Company relates to its current liquidity and capital resources.  The Company does not currently own or have an interest in any producing resource properties and has not derived any revenues from the sale of resource products in the last three financial years.  The Company's properties, the Santa Rosa Property, the Sabodala Property and the Carneirinho Property, are located in Argentina, Sénégal and Brazil, respectively, and as a result the Company's operations on the property may be subject to additional risks.



The Company's exploration activities have been funded through sales of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations.  There can be no assurance, however, that the Company will be able to obtain required financing in the future on acceptable terms, or at all.  In the near term, the Company plans to continue its exploration activities on its currently held properties.  Based on its existing working capital, the Company requires additional financing for its currently held properties during the upcoming fiscal year.  If such funds are not available or cannot be obtained or are insufficient to cover the costs of the Company's exploration activities, the Company will be forced to curtail its exploration activities to a level for which funding is available or can be obtained.  Accordingly, there is substantial doubt about its ability to continue as a going concern. The Company has not made use of any financial instruments for hedging purposes in the fiscal year ended February 28, 2006.



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41



The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but intends, subject to raising the necessary financing (which it is currently seeking) to incur additional exploration expenditures on its Santa Rosa Property and Sabodala Property and begin exploration of its Carneirinho Property during the fiscal year ending February 28, 2007.



Management reviews annually the carrying value of the Companys interest in each resource property and where necessary, properties are written down to the estimated recoverable amount determined on a non-discounted basis after giving effect to any property option agreements and cost recovery agreements.  Costs relating to properties abandoned are written off when the decision to abandon is made.



While the Company has been successful in raising the necessary funds to finance its exploration activities to date, there can be no assurance that it will be able to continue to do so.  If such funds are not available or cannot be obtained or are insufficient to cover the costs of the Company's exploration activities, the Company will be forced to curtail its exploration activities to a level for which funding is available or can be obtained.  Accordingly, there is substantial doubt about its ability to continue as a going concern.



Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Company's liquidity either materially increasing or decreasing at present or in the foreseeable future.  Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of exploration on the Companys resource properties.



February 28, 2006 Compared to February 28, 2005



At February 28, 2006, the Companys current assets totaled $7,202,239 compared to $877,621 at February 28, 2005.  The increase is due to the sale of share capital.  During the same period, current liabilities decreased to $717,164 from $1,068,033 due to the retirement of a series of loans arranged to pay exploration office costs associated with the Companys Sabodala Property.  Included in the Companys current liabilities was payables or accrued liabilities of $47,024 due to related parties as a result of general and administrative expenses incurred with companies related by way of directors in common and as a result of professional services rendered by directors of the Company.  All such amounts are payable on demand.  As a result, the Company had working capital of $6,485,075 at February 28, 2006 as compared with a working capital deficiency of $190,412 at February 28, 2005.  As at both February 28, 2006 and February 28, 2005, the Company had no long-term debt.



At February 28, 2006, the Company had total assets of $11,268,010 as compared with $3,985,105 at February 28, 2005.  The increase is due the sale of share capital.



Share capital as at February 28, 2006 was $19,964,141, up from $11,878,025 as at February 28, 2005 due to the sale of share capital.  During the fiscal year ended February 28, 2006, the Company issued 7,132,393 units at a price of $0.85 per unit to generate net proceeds of $5,910,328, each unit comprised of one common share and one half of a non-transferable two-year share purchase warrant, each whole warrant entitling the purchase of one additional common share of the Company at a price of $1.20 per share until January 16, 2008 as to 625,020 warrants, January 20, 2008 as to 882,353 warrants and February 1, 2008 as to 2,058,823 warrants.  During the period, the Company also issued 2,200,507 shares pursuant to the exercise of warrants to generate proceeds of $494,091, 1,162,530 shares pursuant to the exercise of stock options to generate proceeds of $294,379 and 3,090,531 units pursuant to the conversion of loans totalling $1,330,288 (each unit comprised of one common share and one non-transferable two-year share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.43 per share until, November 15, 2007 as to 1,701,644 warrants and at a price of $0.45 per share until February 1, 2008 as to 1,388,887 warrants.



The Company's largest cash outflows in the fiscal year ended February 28, 2006 resulted from net resource property expenditures of $1,165,186.  The most significant contribution to working capital in the year ended February 28, 2006 was provided by the sale of share capital that generated cash proceeds of $6,698,798.  The most significant contribution to working capital in the year ended February 28, 2005 was provided by the sale of a 17.52% interest in the Santa Rosa Property that generated cash proceeds of $832,680.



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42



February 28, 2005 Compared to February 29, 2004



At February 28, 2005, the Companys current assets totalled $877,621 compared to $528,337 at February 29, 2004.  The increase is due to the sale of a 17.52% interest in the Santa Rosa Property.  During the same period, current liabilities also increased to $1,068,033 from $291,002 due to increased exploration activity and a series of loans arranged to pay exploration office costs associated with the Companys Sabodala Property.  Included in the Companys current liabilities was payables or accrued liabilities of $102,573 due to related parties as a result of general and administrative expenses incurred by companies related by way of directors in common and as a result of professional services rendered by directors of the Company.  All such amounts are payable on demand.  As a result, the Company had a working capital of deficiency of $190,412 at February 28, 2005 as compared with working capital of $237,335 at February 29, 2004.  As at both February 28, 2005 and February 29, 2004, the Company had no long-term debt.



At February 28, 2005, the Company had total assets of $3,985,105 as compared with $2,990,680 at February 29, 2004.  The increase is due the sale of an effective 17.52% interest in the Santa Rosa Property.



Share capital as at February 28, 2005 was $11,878,025, up from $11,010,280 as at February 29, 2004 due to the sale of share capital.  During the fiscal year ended February 28, 2005, the Company issued 3,000,000 units at a price of $0.15 per unit to generate net proceeds of $448,818, each unit comprised of one common share and one non-transferable two-year share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.25 per share until March 1, 2006.  During the period, the Company also issued 2,781,817 shares pursuant to the exercise of warrants to generate proceeds of $417,727 and 6,000 shares pursuant to the exercise of stock options to generate proceeds of $1,200.



The Company's largest cash outflows in the fiscal year ended February 28, 2005 resulted from resource property expenditures of $1,323,326.  The most significant contribution to working capital in the year ended February 28, 2005 was provided by the sale of a 17.52% interest in the Santa Rosa Property that generated cash proceeds of $832,680. The most significant contribution to working capital in the year ended February 29, 2004 was provided by the sale of share capital that generated net proceeds of $344,409.



February 29, 2004 Compared to February 28, 2003



At February 29, 2004, the Companys current assets totaled $528,337 compared to $128,707 at February 28, 2003.  The increase is due to the sale of share capital.  During the same period, current liabilities also increased to $291,002 from $232,127 due to general and administrative expenses.  Included in the Companys current liabilities was payables or accrued liabilities of $151,823 due to related parties as a result of general and administrative expenses incurred by companies related by way of directors in common.  All such amounts are payable on demand.  As a result, the Company had working capital of $237,335 at February 29, 2004 as compared with a working capital deficiency of $103,420 at February 28, 2003.  As at February 29, 2004 and February 28, 2003, the Company had no long-term debt.



At February 29, 2004, the Company had total assets of $2,990,680 as compared with $2,444,494 at February 28, 2003.  The increase is due the sale of share capital.





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43



Share capital as at February 29, 2004 was $11,010,280, up from $10,665,871 as at February 28, 2003 due to the sale of share capital.  During the fiscal year ended February 29, 2004, the Company issued 2,045,454 units at a price of $0.11 per unit to generate net proceeds of $224,409, each unit comprised of one common share and one non-transferable two-year share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.18 per share until April 1, 2005.  During the period, the Company also issued 1,000,000 shares pursuant to the exercise of warrants to generate proceeds of $120,000.



The Company's largest cash outflows in the fiscal year ended February 29, 2004 resulted from resource property expenditures of $164,675 and operating cash outflow of $94,790 due to general and administrative expenses.  The most significant contribution to working capital in the year ended February 29, 2004 was provided by the sale of share capital that generated net proceeds of $344,409. The most significant contribution to working capital in the year ended February 28, 2003 was provided by the sale of share capital that generated net proceeds of $245,740.



Material Differences between Canadian and U.S. Generally Accepted Accounting Principles



The Company prepares its financial statements in accordance with Canadian GAAP which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in conformity with U.S. GAAP.  The significant measurement differences between Canadian GAAP and U.S. GAAP, which affect the Companys financial statements, are described below:



Under U.S. GAAP, deferred mineral exploration costs are written off as incurred although oil and gas expenditures are not.  Under Canadian GAAP, the investments held by the Company are recorded at the lower of cost and net realizable value.  Under U.S. GAAP, these investments are classified as available-for-sale securities and recorded at market value.  The accumulated difference between cost and market value is recorded as part of comprehensive income.  Under U.S. GAAP, shares issued pursuant to an escrow agreement may be considered to be compensatory in nature under certain circumstances. Compensation is provided for in accordance with Financial Accounting Standards Board (FASB) Interpretation 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Awards Plans, whereby the Company records compensation expense for the amount of equity instruments granted to officers and employees. The compensation expense is adjusted in subsequent periods for changes in the quoted market value of the Companys shares. If an equity award is forfeited, the Company adjusts compensation expense recorded in the previous periods in the period of forfeiture. Under Canadian GAAP, such escrow shares are not considered compensatory and no provision is required.



Had the Company presented its financial statements in accordance with U.S. GAAP, its loss for the fiscal year ended February 28, 2006 would have increased by $582,793, its loss for the fiscal year ended February 28, 2005 would have increased by $1,165,477 (resulting in a loss of $1,613,646) and its loss for the fiscal year ended February 29, 2004 would have increased by $3,000.



Outlook



In the near term, the Company plans to continue its exploration activities on its Santa Rosa Property and its Sabodala Property and begin exploration of its Carneirinho Property.  Based on its existing working capital, the Company requires additional financing for its currently held properties during the upcoming fiscal year and is currently seeking such funding.  The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but intends to incur additional exploration expenditures on its currently held properties during the fiscal year ending February 28, 2007.  In addition, the Company reviews acquisition proposals on a regular basis and, if an appropriate acquisition presents itself, the Company could, in the future, acquire additional oil and gas or mineral exploration properties.  None of the Companys resource properties are in production and, therefore, do not produce any income.



C.

Research and Development, Patents and Licenses, etc.



As the Company is an exploration company with no producing properties, the information required by this section is inapplicable.



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44



D.

Trend Information



As the Company is an exploration company with no producing properties, the information required by this section is inapplicable.



E.

Off-Balance Sheet Arrangements



The Company has no off-balance sheet arrangements.



F.

Tabular Disclosure of Contractual Obligations



The Company has no contractual obligations of the type required to be disclosed in this section.



G.

Safe Harbour



Statements included here, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to management's beliefs, strategies, plans, expectations or opinions in connection with the Company's performance, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate and may differ materially from actual future events or results. Readers are referred to the documents filed by the Company with the pertinent security exchange commissions, specifically the most recent quarterly reports, annual report and material change reports, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements.





ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

Directors and Senior Management



Derek Bartlett



Mr. Bartlett is a director of the Company.  He has worked as a geologist and exploration manager for a number of international mining companies since 1966.  Mr. Bartlett has been the President of Braddick Resources Ltd. and Blue Emerald Resources Ltd. since 1994.  Mr. Bartlett is 66 years old.



Robert Brennan



Mr. Brennan is a director of the Company.  He has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a CPA with Peat Marwick and Mitchell, a predecessor firm of KPMG.  Mr. Brennan is 45 years old.



Nell Dragovan



Ms. Dragovan is a director of the Company.  She is a financier with a long, successful history of organizing and financing junior resource companies in Canada.  In 1980, she founded Corona Explorations that discovered the Hemlo gold deposits in Northern Ontario.  Ms. Dragovan is 56 years old.





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Norman Haimila



Dr. Haimila is a director of the Company.  He has forty years experience as a geoscientist and has worked throughout the world evaluating petrochemical prospects for various companies and government agencies, including Atlantic Richfield where he was Senior Research Geologist.  Since 1988, Dr. Haimila has worked extensively in Argentina during which time he supervised oil and gas exploration and development for Chauvco Resources and Alberta Energy Corporation.  He also worked in Argentina as the Senior Scientist with the Sub-Andean Co-operative Hydrocarbon Studies Project, a regional exploration consortium led by the World Bank, which was carried out over a four year period to provide an updated comprehensive basin analysis and hydrocarbon assessment of the series of sedimentary basins on the eastern side of the Andes mountains and confirm the substantial hydrocarbon potential of the region.  Dr. Haimila is 70 years old.



Chet Idziszek



Mr. Idziszek is a director and the President of the Company. He has worked as a manager and senior geologist for a number of international mining companies since 1971.  In 1990, he received the Mining Man of the Year award in recognition of his vital role in the discovery and development of the Eskay Creek Deposits in Northwestern British Columbia.  He also received the Prospector of the Year Award" in 1994, again, in recognition of the major role he played in the discovery and development of the Eskay Creek Deposits, as well as for his leadership of the Company during its exploration and development of the Petaquilla copper-gold deposits in Panama.  Mr. Idziszek is 58 years old.



Robert Sibthorpe



Mr. Sibthorpe is a director of the Company.  Mr. Sibthorpe holds a B.Sc. in geology and an M.B.A. from the University of Toronto.  He has worked as a mining analyst and director of Yorkton Securities Inc. in Vancouver from 1986 to 1996.  He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001.  Since 2001 he has worked as an independent mining consultant.  Mr. Sibthorpe is 56 years old.



J.G. Stewart



Mr. Stewart is a director and the Secretary of the Company.  Mr. Stewart is a lawyer who has practised law in both private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law.  Mr. Stewart is 48 years old.



Douglas Turnbull



Mr. Turnbull is a director of the Company.  Mr. Turnbull is a geologist and is the President of Lakehead Geological Services Inc. which provides geological consulting services for a number of Canadian private and public companies.  Mr. Turnbull has been the President of Lakehead since 1992.  Mr. Turnbull is 43 years old.



B.

Compensation



During the fiscal year ended February 28, 2006, the Company paid or accrued cash compensation of $415,396 to its directors and officers. No other funds were set aside or accrued by the Company during the fiscal year ended February 28, 2006 to provide pension, retirement or similar benefits for directors or officers of the Company pursuant to any existing plan provided or contributed to by the Company or its subsidiaries under applicable Canadian laws.



The Company is required, under applicable securities legislation in Canada to disclose to its shareholders details of compensation paid to its executive officers.  The following fairly reflects all material information regarding compensation paid to the Company's executive officers which has been disclosed to the Company's shareholders under applicable Canadian law.





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The following table (presented in accordance with the rules (the Rules) made under the Securities Act (British Columbia) sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries for the three most recently completed financial years (to the extent required by the Rules) in respect of the Chief Executive Officer and the Chief Financial Officer as at February 28, 2006, and the other three most highly compensated executive officers of the Company as at February 28, 2006, whose individual total compensation for the most recently completed financial year exceeded $150,000 (of which there were none) and any individual who would have satisfied these criteria but for the fact that individual was not serving as such an officer at the end of the most recently completed financial year (collectively the Named Executive Officers or NEOs).



The following table sets forth the summary of the compensation paid to the Companys chief executive officer, Chet Idziszek, and chief financial officer, Naomi Corrigan, for the past three fiscal years:



|                                |                                           |                            |             |                                |                                      |                                                 |                  |                              |  | 
|------------------------------- | ----------------------------------------- | -------------------------- | ----------- | ------------------------------ | ------------------------------------ | ----------------------------------------------- | ---------------- | ---------------------------- |  | 
|Annual Compensation             | Long Term Compensation                   
|                                |                                           |                           
|                                | Awards                                    | Payouts                    |            
|Name and Principal Position     | Fiscal Year Ended                         | Salary
($)                 | Bonus
($)   | Other Annual Compen-sation
($) | Securities Under Options Granted
(#) | Shares/Units Subject to Resale Restrictions
($) | LTIP Payouts
($) | All Other Compen-
sation
($)
|                                |                                           |                            |             |                                |                                      |                                                 |                  |                             
|Chet Idziszek President and CEO | Feb. 28, 2006
Feb. 28, 2005
Feb. 29, 2004 | $138,000
$138,000
$125,925 | Nil
Nil
Nil | Nil
Nil
Nil                    | 850,000
120,000
175,000              | N/A
N/A
N/A                                     | N/A
N/A
N/A      | Nil
Nil
Nil                 
|                                |                                           |                            |             |                                |                                      |                                                 |                  |                             
|Naomi Corrigan
CFO              | Feb. 28, 2006
Feb. 28, 2005
Feb. 29, 2004 | $34,189
$12,434
$11,397    | Nil
Nil
Nil | Nil
Nil
Nil                    | 30,000
4,000
25,000                  | N/A
N/A
N/A                                     | N/A
N/A
N/A      | Nil
Nil
Nil                 



Option Grants in Last Fiscal Year



The following table summarizes the stock options granted to the Named Executive Officers during the fiscal year ended February 28, 2006:



|                                |                                                                                                                                                                                                                                                                                                                                                                                         |                            |                             |                                                                      |                                      |  | 
|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------------------------- | -------------------------------------------------------------------- | ------------------------------------ |  | 
|Name                            | Options Granted
(# shares)                                                                                                                                                                                                                                                                                                                                                              | % of Total Options
Granted | Exercise
Price
($/share)(1) | Market Value of Shares Underlying Options at Date of Grant
($/share) | Expiration Date                     
|Chet Idziszek
President and CEO | 300,000
550,000                                                                                                                                                                                                                                                                                                                                                                         | 35%                        | $0.70
$1.90                 | $0.67
$1.83                                                          | September 15, 2010
February 15, 2011
|                                |                                                                                                                                                                                                                                                                                                                                                                                         |                            |                             |                                                                      |                                     
|Naomi Corrigan
CFO              | 30,000                                                                                                                                                                                                                                                                                                                                                                                  | 1.3%                       | $1.90                       | $1.83                                                                | February 15, 2011                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                        
|(1)                             | The exercise price of stock options is set at not less than 100% of the market value (as defined in the Companys Incentive Stock Option Plan) of a common share of the Company on the date of grant.  The exercise price of stock options may only be adjusted in the event that specified events cause a change in the Companys share capital.  Options vest immediately upon grant.



There were no repricings of stock options held by Named Executive Officers of the Company during the fiscal year ended February 28, 2006.



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values



The following table sets forth a summary of stock options exercised by and remaining outstanding to the Named Executive Officers for the fiscal year ended February 28, 2006:



|                        |                                 |                              |                                            |                                                
|----------------------- | ------------------------------- | ---------------------------- | ------------------------------------------ | -----------------------------------------------
|Name                    | Shares Acquired on Exercise
(#) | Aggregate Value Realized
($) | Unexercised Options at Fiscal Year-End
(#) | $ Value of Unexercised
In-the-Money Options (1)
|                        |                                 |                              |                                            |                                                
|Chet Idziszek
President | 368,000                         | $283,880                     | 1,195,000                                  | $809,200                                       
|                        |                                 |                              |                                            |                                                
|Naomi Corrigan
CFO      | 13,500                          | $13,470                      | 59,000                                     | $42,340                                        



|  |                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Value of unexercised in-the-money options calculated using the closing price of $1.71 for the common shares of the Company on the TSX Venture Exchange on February 28, 2006, less the exercise price of in-the-money options.





---

47



Pension and Retirement Benefit Plans



No pension or retirement benefit plans have been instituted by the Company, and none are proposed at this time.



Termination of Employment, Change in Responsibilities and Employment Contracts



During the most recently completed financial year there were no employment contracts between the Company or its subsidiaries and a NEO, and no compensatory plans, contracts or arrangements where a NEO is entitled to receive more than $100,000 from the Company or its subsidiaries, including periodic payments or installments, in the event of:



(a)

the resignation, retirement or any other termination of the NEOs employment with the Company and its subsidiaries;

(b)

a change of control of the Company or any of its subsidiaries; or

(c)

a change in the NEOs responsibilities following a change in control.



Directors



The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, or involvement in special assignments during the most recently completed financial year or subsequently up to and including the date of this Annual Report, except that directors are compensated for their actual expenses incurred in the pursuance of their duties as directors and certain directors may be compensated for services rendered as consultants or experts.  In this regard, Norman Haimila and Douglas Turnbull, received $48,617 and $82,665, respectively, for geological consulting services rendered and J.G. Stewart was paid or accrued $111,925 for professional services rendered.



The following table sets forth stock options granted by the Company during the fiscal year ended February 28, 2006 to directors who are not Named Executive Officers of the Company:



|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                            |                                     |                                                                             |                 |                   |  | 
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------- | --------------------------------------------------------------------------- | --------------- | ----------------- |  | 
|Name              | Securities Under
Options Granted
($)(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | % of Total Options
Granted in
Fiscal Year* | Exercise or Base Price
($/Security) | Market Value of
Securities Underlying
Options on Date of Grant
($/Security) | Expiration Date
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                            |                                     |                                                                             |                 |                  
|Derek Bartlett    | 50,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|Robert Brennan(2) | 200,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 8.3%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|Nell Dragovan     | 75,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 3.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|Norman Haimila    | 75,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 3.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|Robert Sibthorpe  | 50,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|J.G. Stewart      | 75,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 3.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|Douglas Turnbull  | 75,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 3.1%                                       |                                     | $1.90                                                                       | $1.83           | February 15, 2011
|*                 | Percentage of all options granted during the fiscal year                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1)               | The exercise price of stock options is set at not less than 100% of the market value (as defined in the stock option plan referred to below) of a common share of the Company on the date of grant.  The exercise price of stock options may only be adjusted in the event that specified events cause dilution of the Company's share capital and these figures take the consolidation of share capital which occurred subsequent to the end of the most recently completed fiscal year.  Options vest immediately upon grant.
|(2)               | Robert Brennan was appointed a director of the Company effective April 18, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                               





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48



The following table sets forth details of all exercises of stock options during the fiscal year ended February 28, 2006 by directors who are not Named Executive Officers of the Company, and the fiscal year-end value of unexercised options on an aggregate basis:



|                  |                                      |                               |                                                                           |                                                                                                
|----------------- | ------------------------------------ | ----------------------------- | ------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
|Name              | Securities Acquired on Exercise
(#)1 | Aggregate Value Realized
($)2 | Unexercised Options at Fiscal Year-End
(#)3,4
Exercisable/
Unexercisable5 | Value of Unexercised In-the-Money Options at Fiscal Year-End
($)3,4
Exercisable/
Unexercisable5
|                  |                                      |                               |                                                                           |                                                                                                
|Derek Bartlett    | 25,000                               | $10,400                       | 145,000/nil                                                               | $138,700                                                                                       
|Robert Brennan(6) | nil                                  | nil                           | 200,000/nil                                                               | nil                                                                                            
|Nell Dragovan     | 56,000                               | $13,500                       | 295,000/nil                                                               | $321,200                                                                                       
|Norman Haimila    | 100,000                              | $61,000                       | 170,000/nil                                                               | $138,700                                                                                       
|Robert Sibthorpe  | 145,781                              | $60,433                       | 50,000/nil                                                                | nil                                                                                            
|J.G. Stewart      | 113,000                              | $65,140                       | 225,000/nil                                                               | $220,500                                                                                       
|Douglas Turnbull  | 31,000                               | $12,800                       | 157,000/nil                                                               | $119,720                                                                                       



|  |                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Number of common shares of the Company acquired on the exercise of stock options.                                                                                                                              
|2 | Calculated using the closing prices on the exercise date for a board lot of common shares of the Company on the TSX Venture Exchange.                                                                          
|3 | The figures relate solely to stock options.                                                                                                                                                                    
|4 | The value of in-the-money options was calculated using the closing price of the common shares of the Company on the TSX Venture Exchange on February 28, 2006 of $1.71, less the exercise price of each option.
|5 | All such options are currently exercisable.                                                                                                                                                                    
|6 | Robert Brennan was appointed a director of the Company effective April 18, 2006.                                                                                                                               



There were no repricings of stock options held by directors of the Company during the fiscal year ended February 28, 2006.



C.

Board Practices



The directors hold office for a term of one year or until the next annual general meeting of the Company, at which time all directors retire, and are eligible for re-election.  Derek Bartlett and Douglas Turnbull have been directors of the Company since February 25, 2002.  Robert Brennan has been a director of the Company since April 18, 2006.  Nell Dragovan has been a director of the Company since January 22, 2004.  Norman Haimila has been a director of the Company since July 3, 2001. Chet Idziszek has been a director of the Company since February 21, 1994 and the President of the Company since June 23, 1999.  Robert Sibthorpe has been a director of the Company since June 4, 2004.  J.G. Stewart has been a director of the Company since July 19, 1995 and the Secretary of the Company since August 23, 1996.  Neither the Company nor any of its subsidiaries have any arrangement to provide benefits to directors upon termination of employment.



The Companys Audit Committee is comprised of Derek Bartlett, Norman Haimila and Robert Sibthorpe.  The Audit Committee is appointed by the Board of Directors and its members hold office until removed by the Board of Directors or until the next annual general meeting of the Company, at which time their appointments expire and they are then eligible for re-appointment.  The Audit Committee reviews the audited financial statements of the Company and liases with the Companys auditors and recommends to the Board of Directors whether or not to approve such statements.  At the request of the Companys auditors, the Audit Committee must convene a meeting to consider any matters which the auditor believes should be brought to the attention of the Board of Directors or the shareholders of the Company.



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49





D.

Employees



During the fiscal year ended February 28, 2006, the Company had an average of approximately 165 employees six of whom worked out of the Companys head office, nine of worked out of the Companys Dakar office and approximately 150 worked out of the Companys Sabodala exploration camp facility.  Of the average of 165 employees, three worked in management roles (two in Canada and one in Sénégal), three in secretarial roles (two in Canada and one in Sénégal), two in accounting roles (one in Canada and one in Sénégal), six as support workers (in Sénégal) and the balance of 150 worked as geologists or in other aspects of the Companys mineral exploration work (one in Canada and the rest in Sénégal).  Of those employed as geologists or in other aspects of the Companys mineral exploration work, approximately 140 were casual or temporary employees.  During the fiscal years ended February 28, 2005, and February 29, 2004, the Company had an average of three employees all of whom worked out of the Companys head office.  Of the average of three employees, one worked in a management role, one in a secretarial role and one in an accounting role.  No employees were casual or temporary employees.  The number of the Companys employees fluctuates based on the level of the Companys exploration activities.



E.

Share Ownership



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



|                 |                                              |                                                           |                                                        |                |             |                                           |                                                                                                                   
|---------------- | -------------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------ | -------------- | ----------- | ----------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|Name             | Number of Common Shares Held at June 7, 2006 | Number of Options or Warrants Outstanding at June 7, 2006 | Beneficial Percentage Ownership1                       | Exercise Price | Expiry Date
|Derek Bartlett   | 5,000                                        |                                                           | 75,000
20,000
50,000                                   |                | 0.4%        | $0.25
$0.25
$1.90                         | January 22, 2009
March 3, 2009
February 15, 2011                                                                  
|Robert Brennan   | 466,000                                      |                                                           | 200,000                                                |                | 1.6%        | $1.90                                     | February 15, 2011                                                                                                 
|Naomi Corrigan   | 22,500                                       |                                                           | 25,000
4,000
30,000                                    |                | 0.2%        | $0.25
$0.25
$1.90                         | January 22, 2009
March 3, 2009
February 15, 2011                                                                  
|Nell Dragovan    | 1,784,247                                    |                                                           | 277,777
200,000
20,000
75,000                          |                | 5.7%        | $0.45
$0.25
$0.25
$1.90                   | February 1, 2008
January 22, 2009
March 3, 2009
February 15, 2011                                                 
|Norman Haimila   | nil                                          |                                                           | 75,000
20,000
75,000                                   |                | 0.4%        | $0.25
$0.25
$1.90                         | January 22, 2009
March 3, 2009
February 15, 2011                                                                  
|Chet Idziszek    | 7,725,915                                    |                                                           | 50,000
100,000
722,222
175,000
120,000
300,000
550,000 |                | 22.8%       | $0.20
$1.20
$0.45
$0.25
$0.25
$0.70
$1.90 | July 4, 2006
January 16, 2008
February 1, 2008
January 22, 2009
March 3, 2009
September 15, 2010
February 15, 2011
|Robert Sibthorpe | nil                                          |                                                           | 50,000                                                 |                | 0.1%        | $1.90                                     | February 15, 2011                                                                                                 
|J.G. Stewart     | 819,477                                      |                                                           | 277,777
100,000
20,000
75,000                          |                | 3.1%        | $0.45
$0.25
$0.25
$1.90                   | February 1, 2008
January 22, 2009
March 3, 2009
February 15, 2011                                                 
|Douglas Turnbull | 5,000                                        |                                                           | 62,000
20,000
75,000                                   |                | 0.4%        | $0.25
$0.25
$1.90                         | January 22, 2009
March 3, 2009
February 15, 2011                                                                  
|Total:           | 10,828,139                                   |                                                           | 3,843,776                                              |                | 34.7%       |                                           |                                                                                                                   





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50



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of June 7, 2006, are deemed outstanding.  Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.  This table has been prepared based on 40,634,088 Common Shares outstanding as of June 7, 2006.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



The following table sets forth the share ownership of those persons beneficially owning greater than 5% of the Companys common shares held by such persons:



|                            |                                              |                                                        
|--------------------------- | -------------------------------------------- | -------------------------------------------------------
|Name                        | Number of Common Shares Held at June 7, 2006 | Percentage of Common Shares Outstanding at June 7, 2006
|                            |                                              |                                                        
|Chet Idziszek               | 7,725,915                                    | 19%                                                    
|Tri-Country Investments LLC | 2,058,824                                    | 5.1%                                                   
|Oroventures LLC             | 2,058,823                                    | 5.1%                                                   



The Companys major shareholders do not have different voting rights.  To the knowledge of the Company, it is not controlled by another corporation, any foreign government or by any other natural or legal persons severally or jointly.



As at June 7, 2006 there were 40,634,088 common shares of the Company issued and outstanding.  Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc., of 510 Burrard Street, Vancouver, British Columbia, Canada, as at such date there were 25 registered holders of the Company's common shares resident in the United States, holding an aggregate 9,077,796 common shares, including 1,196,928 shares held by Cede & Co.  This number represents approximately 22.3% of the total issued and outstanding common shares of the Company as at June 7, 2006.  Based on replies received by the Company from brokers, dealers, banks or nominees to enquiries as to the number of beneficial holders of the Company's common shares resident in the United States as at June 7, 2006 there were 924 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 10,015,518 common shares.  This number represents approximately 24.6% of the total issued and outstanding common shares of the Company as at June 7, 2006, also including the 1,196,928 shares held by Cede & Co.  The total number of registered and beneficial holders of the Company's common shares resident in the United States, therefore, is 948 holders holding aggregate 17,896,386 common shares.  This number represents approximately 44% of the total issued and outstanding common shares of the Company as at June 7, 2006.



B.

Related Party Transactions



Other than the transactions described in this section, there were no material transactions in the fiscal years ended February 28, 2006, February 28, 2005 and February 29, 2004, or proposed material transactions between the Company or any of its subsidiaries and:



---

51





|    |                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;                                                                                                                                                                                                                    
|(b) | associates;                                                                                                                                                                                                                                                                                                                                                                 
|(c) | individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals family;                                                                                                                                                                       
|(d) | key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals families;                                                                                                         
|(e) | enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence including enterprises owned by directors or major shareholders of the Company and enterprises that have a member of key management in common with the Company.



On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002. At the time that the Agreement was entered into, the Company was not related to Bible, however, since the date of the Agreement, Chet Idziszek, the President and a director of the Company was appointed as a director of Bibles parent company, The Havana Group Inc.  (Havana).  The Agreement has been amended a number of times subsequent to Mr. Idziszek becoming a director of Havana and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for a 17.52% effective interest in its Santa Rosa Property and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  Surge has elected not to acquire any further interest in the Santa Rosa Property.



On February 2, 2005, the Company entered into loan agreements with two directors of the Company and a company controlled by a director of the Company to borrow $575,000 to pay exploration office costs associated with the Companys Sabodala Property.  These loan agreements were replaced by loan agreements dated April 28, 2005 that provide that the loans bear interest at the rate of 12% per annum; are convertible at the option of the lenders into units of the Company at a price of $0.45 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.45 per share for a period of two years following the date of conversion of the loan.  The loans were repaid in the fiscal year ended February 28, 2006.



C.

Interests of Experts and Counsel



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



ITEM 8.

FINANCIAL INFORMATION



A.

Consolidated Statements and Other Financial Information



This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended February 28, 2006 that contain an Independent Auditors Report dated May 19, 2006, Consolidated Balance Sheets as at February 28, 2006 and February 28, 2005, Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2006, February 28, 2005, and February 29, 2004, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2006, February 28, 2005, and February 29, 2004 and Notes to the Consolidated Financial Statements.



---

52





B.

Significant Changes



No significant change has occurred since the date of the annual financial statements included in this Annual Report on Form 20F.





ITEM 9.

THE OFFER AND LISTING



A.

Offer and Listing Details





The high and low sale prices for the common shares of the Company on the TSX Venture Exchange for each of the six months, each fiscal quarter in each of the last two full financial years and subsequent period and each of the last five full financial years are as follows:



|               |        |     |        |  | 
|-------------- | ------ | --- | ------ |  | 
|               | High   | Low
|2007           | $2.45  |     | $1.30  | 
|May            | $2.20  |     | $1.30  | 
|April          | $2.45  |     | $1.75  | 
|March          | $2.30  |     | $1.71  | 
|First Quarter  | $2.45  |     | $1.30  | 
|2006           | $2.00  |     | $0.31  | 
|February       | $2.00  |     | $1.40  | 
|January        | $1.80  |     | $0.95  | 
|Fourth Quarter | $2.00  |     | $0.88  | 
|Third Quarter  | $0.99  |     | $0.57  | 
|Second Quarter | $0.64  |     | $0.31  | 
|First Quarter  | $0.62  |     | $0.345 | 
|2005           | $0.68  |     | $0.15  | 
|Fourth Quarter | $0.68  |     | $0.39  | 
|Third Quarter  | $0.60  |     | $0.16  | 
|Second Quarter | $0.235 |     | $0.15  | 
|First Quarter  | $0.30  |     | $0.15  | 
|2004           | $0.25  |     | $0.065 | 
|2003           | $0.18  |     | $0.07  | 
|2002           | $0. 26 |     | $0. 09 | 



The closing price of the Company's common shares on the TSX Venture Exchange on June 7, 2006 was $1.89.



B.

Plan of Distribution



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



C.

Markets



The common shares Company and one of its predecessor companies, Oromin Explorations Ltd., have traded on the Vancouver Stock Exchange since November 6, 1981.  They presently trade under the symbol OLE on the TSX Venture Exchange, the successor exchange to the Vancouver Stock Exchange since February 25, 2002.



---

53





D.

Selling Stockholders



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



E.

Dilution



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



F.

Expenses of the Issue



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



ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital



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



B.

Memorandum and Articles of Association



The Company was amalgamated on February 25, 2002 pursuant to the Company Act (British Columbia) (the Act) and is registered with the Registrar of Companies for British Columbia under corporation number 642805.  The Company is not limited in its objects and purposes.



With respect to directors, the Articles of the Company provide that a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company, or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director, as the case may be, in accordance with the provisions of the Act and shall abstain from voting in respect thereof.  This prohibition does not apply to:



| |       |                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | any such contract or transaction relating to a loan to the Company, which a director or a specified corporation or a specific firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;                                                                                                          
| | (ii)  | any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a director is a director;                                                                                                                                                                                                     
| | (iii) | any contract by a director to subscribe for or underwrite shares or debentures to be issued by the Company or a subsidiary of the Company, or any contract, arrangement or transaction in which a director is, directly or indirectly interested if all the other directors are also, directly or indirectly interested in the contract, arrangement or transaction;
| | (iv)  | determining the remuneration of the directors;                                                                                                                                                                                                                                                                                                                      
| | (v)   | purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or                                                                                                                                                                                                                                                         
| | (vi)  | the indemnification of any director by the Company.                                                                                                                                                                                                                                                                                                                 





---

54



The Articles of the Company also provide that the directors may from time to time on behalf of the Company borrow such money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit; issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company, or any other person; and mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future).  Variation of these borrowing powers would require an amendment to the Articles of the Company that would, in turn, require the approval of the shareholders of the Company by way of a Special Resolution.  A Special Resolution means a resolution cast by a majority of not less than 3⁄4 of the votes cast by shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice as the Articles of the Company provide and not being less than 21 days notice specifying the intention to propose the resolution as a special resolution, has been duly given (or, if every shareholder entitled to attend and vote at the meeting agrees, at a meeting of which less than 21 days notice has been given), or a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.



There is no requirement in the Articles of the Company or in the Act requiring retirement or non-retirement of directors under an age limit requirement, nor is there any minimum shareholding required for a directors qualification.



Holders of common shares of the Company are entitled to vote at meetings of shareholders, and a Special Resolution, as described above, is required to effect a change in the rights of shareholders.  Holders of common shares are not entitled to pre-emptive rights.  Holders of common shares are entitled, ratably, to the remaining property of the Company upon liquidation, dissolution or winding up of the Company, and such holders receive dividends if, as, and when, declared by the directors of the Company.  There are no restrictions on the purchase or redemption of common shares by the Company while there is an arrearage in the payment of dividends or sinking fund installments.  There is no liability on the part of any shareholder to further capital calls by the Company nor any provision discriminating against any existing or prospective holder of securities of the Company as a result of such shareholder owning a substantial number of shares.  There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by the Act or by the constating document of the Company.



The Company is required to give its registered shareholders not less than 21 days notice of any general meeting of the Company unless all such shareholders consent to reduce or waive the period.  In addition, the Company is obliged to give notice to registrants and intermediaries who hold shares on behalf of the ultimate beneficial owners no fewer than 35 or more than 60 days prior to the date of the meeting.  The Company then delivers, in bulk, proxy-related materials in amounts specified by the intermediaries.  No shares of the Company owned by registrants or intermediaries may be voted at a general meeting of the Company unless all proxy-related materials are delivered to the ultimate beneficial owners of such shares.  Such ultimate beneficial owner must then deliver a proxy to the Company within the time limited by the Company for the deposit of proxies in order to vote the shares in respect of which such person is the beneficial owner.



There is no provision in the Company's Articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries).



Securities legislation in the Companys home jurisdiction of British Columbia requires that shareholder ownership must be disclosed once a person owns beneficially or has control or direction over greater than 10% of the issued shares of the Company.  This threshold is higher than the 5% threshold under U.S. securities legislation at which shareholders must report their share ownership.



C.

Material Contracts



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On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002. At the time that the Agreement was entered into, the Company was not related to Bible, however, since the date of the Agreement, Chet Idziszek, the President and a director of the Company was appointed as a director of Bibles parent company, The Havana Group Inc.  (Havana).  The Agreement has been amended a number of times subsequent to Mr. Idziszek becoming a director of Havana and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for a 17.52% effective interest in its Santa Rosa Property and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  Surge has elected not to acquire any further interest in the Santa Rosa Property.



By a letter agreement dated January 27, 2005, the Company and Lund Gold Ltd. (Lund) were granted an option by Dirceu Santos F. Sobrinho to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property is structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company must pay the vendor US$50,000 on or before April 30, 2005 (paid) and a total of US$1,700,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company must pay the vendor an additional US$6,000,000 on or before April 30, 2010.



On February 2, 2005, the Company entered into loan agreements to borrow $625,000 (of which $575,000, in total, was provided by two directors of the Company and a company controlled by a director of the Company) to pay exploration office costs associated with the Companys Sabodala Property.  These loan agreements were replaced by loan agreements dated April 28, 2005 that provide that the loans bear interest at the rate of 12% per annum; are convertible at the option of the lenders into units of the Company at a price of $0.45 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.45 per share for a period of two years following the date of conversion of the loan.  These loans were converted by the lenders during the fiscal year ended February 28, 2006 resulting in the issuance of 1,388,887 units to the lenders.



In August 2005, the Company entered into a loan agreement to borrow USD$600,000 to pay for work to be performed on the Companys Santa Rosa Property in Argentina.  The loan agreement provides that the loan is due on the earlier of October 7, 2007 and five business days following the closing of the Companys next financing sufficient to repay such loan and those loans advanced in February 2005; bears interest at the rate of 12% per annum; is convertible at the option of the lender into units of the Company at a price of $0.43 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.43 per share for a period of two years following the date of conversion of the loan.  The proceeds of the loan were advanced on October 7, 2005.  This loan was converted into 1,701,644 units in November 2005.



By a Mining Convention signed February 17, 2005 between the Company and the Government of Sénégal, the Company, on behalf of the Oromin Joint Venture Group (OJVG), was granted an exploration concession to explore the Sabodala Property, a 230 square kilometre property in the Republic of Sénégal.  The OJVG is a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  The Company provides exploration and management services to the OJVG.  In order to acquire a 100% interest in the Sabodala Property, the OJVG must spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007. The OJVG has the right to complete a feasibility study within a 9-10 month period following the exploration phase, upon which the concession can be converted to an exploitation concession.  Upon conversion of the concession from an exploration to an exploitation concession, the OVJG must establish an operating company to further develop the Sabodala Property and must offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator.  The Government of Sénégal will receive a 10% interest in the operating company at no cost and a royalty of $US 6.50 per ounce of gold produced.



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D.

Exchange Controls



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



Except as provided in the Investment Canada Act (the Act), which has provisions which govern the acquisition of a control block of voting shares by non-Canadians of a corporation carrying on a Canadian business, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares of the Company under the laws of Canada or the Province of British Columbia or in the charter documents of the Company.



Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment in the Company by a person who is not a Canadian resident (a non-Canadian).



The Act requires a non-Canadian making an investment which would result in the acquisition of  control of the Canadian business to notify the Investment Review Division of Industry Canada, the federal agency created by the Act; or in the case of an acquisition of a Canadian business, the gross value of the assets of which exceeds certain threshold levels or the business activity of which is related to Canadas cultural heritage of national identity, to file an application for review with the Investment Review Division.



The notification procedure involves a brief statement of information about the investment on a prescribed form that is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment.  Once the completed notice has been filed, a receipt bearing the certificate date will be issued to the non-Canadian investor.  The receipt must advise the investor either that the investment proposal is unconditionally non-reviewable or that the proposal will not be reviewed as long as notice of review is not issued within 21 days of the date certified under the receipt.  It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canadas cultural heritage and national identity.



If an investment is reviewable under the Act, an order for review must be issued within 21 days after the certified date on which notice of investment was received.  An application for review in the form prescribed is required to be filed with Investment Canada prior to the investment taking place.  Once the application has been filed, a receipt will be issued to the applicant, certifying the date on which the application was received.  For incomplete applications, a deficiency notice will be sent to the applicant, and if not done within 15 days of receipt of application, the application will be deemed to be complete as of the date it was received.  Within 45 days after the complete application has been received, the Minister responsible for the Investment Canada Act must notify the potential investor that the Minister is satisfied that the investment is likely to be of net benefit to Canada.  If within such 45-day period the Minister is unable to complete the review, the Minister has an additional 30 days to complete the review, unless the applicant agrees to a longer period.  Within such additional period, the Minister must advise either that he is satisfied or not satisfied that the investment is likely to be of net benefit to Canada.  If the time limits have elapsed, the Minister will be deemed to be satisfied that the investment is likely to be of net benefit to Canada.  The investment may not be implemented until the review has been completed and the Minister is satisfied that the investment is likely to be of net benefit to Canada.



If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, could be penalized by being required to divest himself of control of the business that is the subject of the investment.  To date, the only types of business activities which have been prescribed by regulation as related to Canadas cultural heritage or national identity deal largely with publication, film and music industries.  Because the Companys total assets are less than the $5 million notification threshold, and because the Companys business activities would likely not be deemed related to Canadas cultural heritage or national identity, acquisition of a controlling interest in the Company by a non-Canadian investor would not be subject to even the notification requirements under the Investment Canada Act.



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The following investments by non-Canadians are subject to notification under the Act:



|   |                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------
|1. | an investment to establish a new Canadian business; and                                            
|2. | an investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.



The following investments by a non-Canadian are subject to review under the Act:



|   |                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | direct acquisition of control of Canadian businesses with assets of $5 million or more, unless the acquisition is being made by a World Trade Organization (WTO) member country investor (the United States being a member of the WTO);                                                                                    
|2. | direct acquisition of control of Canadian businesses with assets of $172,000,000 or more by a WTO investor;                                                                                                                                                                                                                  
|3. | indirect acquisition of control of Canadian business with assets of $5 million or more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review;            
|4. | indirect acquisition of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review; and
|5. | an investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form.      



Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian parent or grandparent of an entity carrying on the Canadian business.  Control may be acquired through the acquisition of actual voting control by the acquisition of voting shares of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business.  No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.



A WTO investor, as defined in the Act, includes an individual who is a national of a member country of the World Trade Organization or who has the right of permanent residence in relation to that WTO member, a government or government agency of a WTO investor-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither WTO-investor controlled or Canadian controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, or any combination of Canadians and WTO investors.



The higher thresholds for WTO investors do not apply if the Canadian business engages in activities in certain sectors such as uranium, financial services, transportation services or communications.



The Act specifically exempts certain transactions from either notification or review.  Included among this category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that persons business as a trader or dealer in securities.



E.

Taxation



Material Canadian Federal Income Tax Consequences



Through consultation with counsel, management of the Company believes that the following general summary accurately describes all material Canadian federal income tax consequences applicable to a holder of common shares of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his common shares of the Company in connection with carrying on a business in Canada (a non-resident holder).





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This summary is based upon the current provisions of the Income Tax Act (Canada) (the ITA), the regulations thereunder (the Regulations), the current publicly announced administrative and assessing policies of Canada, Customs and Revenue Agency, and all specific proposals (the Tax Proposals) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof.  This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Annual Report.  This description, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, government or judicial action, nor does it take into account provincial, territorial, or foreign tax considerations which may differ significantly from those discussed herein.



Dividends



Dividends paid on the common shares of the Company to a non-resident holder will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) (the Treaty) provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.



Capital Gains



Under the ITA, a taxpayers capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition.  One half of a capital gain (the taxable capital gain) is included in income, and one half of a capital loss in a year (the allowable capital loss) is deductible from taxable capital gains realized in the same year.  The amount by which a shareholders allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.



A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents taxable Canadian property to the holder thereof.  The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arms length, or the non-resident holder and persons with whom he did not deal at arms length together owned not less than 25% of the issued shares of any class of shares of the Company.



Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Companys shares, subject to the relieving provisions of the Treaty described below.  Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred rollover transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company.



Where the non-resident holder realized a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless:



|    |                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,                                                                                                               
|(b) | the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or
|(c) | the shares formed part of the business property of a permanent establishment or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition.                                                                                                            





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Material United States Federal Income Tax Consequences



The following summary is a general discussion of the material United States Federal income tax considerations to U.S. holders of shares of the Company under current law.  This discussion assumes that U.S. holders hold their shares of the Companys common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the Code).  It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-U.S. holders.  In addition, U.S. holders may be subject to state, local or foreign tax consequences.  No opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is being made by the Company herein.  Holders and prospective holders should therefore consult with their own tax advisors with respect to their particular circumstances.  This discussion covers all material tax consequences.



The following discussion is based upon the sections of the Code, Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  This decision does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time.  Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company.



U.S. Holders



As used herein, a U.S. Holder includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of shares of the Company is effectively connected with the conduct of a trade or business in the United States.  A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with conduct of trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.



Distributions on Common Shares of the Company



U.S. Holders receiving dividend distribution (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders United States Federal taxable income by those who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares.  Preferential tax rates for long-term net capital gains are applicable to a U.S. Holder that is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation.





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Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.



In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.  However, for tax years after 1997, an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense other than travel expenses in connection with a business trip (or as an expense for the production of income).



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States Federal income tax liability that the U.S. Holders foreign source income bears to this or its worldwide taxable income.  In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern this classification process.  There are further limitations on the foreign tax credit for certain types of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of shares of the Company should consult their own tax advisors regarding their individual circumstances.



Information Reporting and Backup Withholding



U.S information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Companys common shares.  Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to finish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments.  Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holders U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.  Certain U.S. Holders, including corporations, are not subject to backup withholding.



Disposition of Common Shares of the Company



A U.S. Holder will recognize a gain or loss upon the sale of shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the shares of the Company.  This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.



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Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital loss are subject to significant limitations.  Corporate capital losses (other than losses of corporations electing under Subchapter S of the Code) are deductible to the extent of capital gains.  Non-corporate taxpayers may deduct net capital losses, whether short-term or long-germ, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married individual filing separately).  For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Currency Exchange Gains or Losses



U.S. holders generally are required to calculate their taxable incomes in United States dollars.  Accordingly, a U.S. holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction).  Similarly, a U.S. holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange.  Gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss.



Other Considerations



In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company (the Company does not believe that it will qualify in the next year, or has qualified within the past three fiscal years, as a foreign personal holding company, foreign investment company, passive foreign investment company or controlled foreign corporation as discussed below):



Foreign Personal Holding Company



If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens of the United States and 60% or more of the Companys gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company (on the earlier of the last day of the Companys tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



Foreign Investment Company



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





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Passive Foreign Investment Company



As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which are producing passive income (generally 75% or more of its gross income in a taxable year is passive income, or the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%).  Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter aliafrom a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income.  U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realized on the disposition of common shares of the PFIC as ordinary income rather than capital gain.  However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (QEF) with respect to such shareholders interest therein, the above-described rules generally will not apply.  Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFICs ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed.  A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions.  Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or person.



Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a mark-to-market election).  If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable year for which the mark-to-market election is made.  A U.S. Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holders adjusted basis in such shares.  In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) shares in the Company and the Company is a PFIC (Non-Electing U.S. Holder), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years.  A U.S. Holders adjusted tax basis in the shares of the Company will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election.  A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.



The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.  Generally, in such cases, the basis of the Companys shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized.  A U.S. Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganization, and transfers at death.  The transferees basis in this case will depend on the manner of transfer.  The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares of the Company are transferred.  Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.



The PFIC and QEF election rules are complex.  U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.





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63



Controlled Foreign Corporation



If more than 50% of the voting power of all classes of stock or total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom owns 10% or more of the total combined voting power of all classes of stock of the Company (United States shareholder), the Company could be treated as a controlled foreign corporation under Subpart F of the Code.  This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata shares of Subpart F income (as specifically defined by the Code) of the Company.  Subpart F requires current inclusions in the income of United States shareholders to the extent of a controlled foreign corporations accumulated earnings invested in excess passive assets (as defined by the Code).  In addition, under Section 1248 of the Code, gain from sale or exchange of stock by a holder of common shares of the Company who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged.  Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the holders of common shares of the Company, a more detailed review of these rules is outside the scope of this discussion.



If the Company is both a PFIC and controlled foreign corporation, the Company will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation.  This rule generally will be effective for taxable years of the Company ending with or within such taxable years of United States shareholders.



The foregoing summary is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time.  Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company.



F.

Dividends and Paying Agents



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



G.

Statements by Experts



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



H.

Documents on Display



Any documents referred to in this Annual Report may be inspected at the head office of the Company, Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, during normal business hours.



I.

Subsidiary Information



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







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64



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates.  Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Companys overall exchange rate risk as at February 28, 2006, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.





PART II





ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



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





ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES



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



ITEM 14.

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



Neither the Company nor, to the best of its knowledge, anyone else has modified materially or qualified the rights evidenced by any class of registered securities.





ITEM 15.

CONTROLS AND PROCEDURES



Based on their evaluation as of the end of the period covered by this Annual Report on Form 20-F, the Companys principal executive officer and principal financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange of 1934 (the Exchange)) are effective to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms.  There were no changes in the Companys internal controls or in other factors that could significantly affect these controls during the period covered by this Annual Report on Form 20F, including any corrective actions with regard to significant deficiencies and material weaknesses.





ITEM 16.

[RESERVED]





ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT



The Company has determined that Robert Brennan and Robert Sibthorpe each qualify as an audit committee financial expert as defined by the rules of the SEC.  Mr. Brennan has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a CPA with Peat Marwick and Mitchell, a predecessor firm of KPMG.



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65



Mr. Sibthorpe holds a B.Sc. in geology and an M.B.A. from the University of Toronto.  He worked as a mining analyst and director of Yorkton Securities Inc. from 1986 to 1996.  He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001.  Since 2001 he has worked as an independent mining consultant.





ITEM 16B.

CODE OF ETHICS



The Company has adopted a Code of Ethics applicable to its directors, principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions.  The Company undertakes to provide a copy of the Companys Code of Ethics to any person, without charge, upon request in writing to the Secretary of the Company.





ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



In respect of work undertaken for the fiscal year ended February 28, 2006, the Company paid or accrued the following amounts of fees to Davidson & Company, the Companys principal accountants, for the following categories of services:



|                   |                         |                       
|------------------ | ----------------------- | ----------------------
|Type of Fees       | Amount Paid or Incurred | Percentage of Services
|Audit fees         | $18,000                 | 88%                   
|Audit-related fees | $2,500                  | 12%                   
|Tax fees           | -                       | -                     
|All other fees     | -                       | -                     
|Total fees         | $20,500                 | 100%                  



In respect of work undertaken for the fiscal year ended February 29, 2004, the Company paid or accrued the following amounts of fees to Davidson & Company, the Companys principal accountants, for the following categories of services:



|                   |                         |                       
|------------------ | ----------------------- | ----------------------
|Type of Fees       | Amount Paid or Incurred | Percentage of Services
|Audit fees         | $17,000                 | 87%                   
|Audit-related fees | $2,500                  | 13%                   
|Tax fees           | -                       | -                     
|All other fees     | -                       | -                     
|Total fees         | $19,500                 | 100%                  



For the purposes of this Item 16C, the following terms have the following meanings:



|                   |   |                                                                                                                                                                                                                                    
|------------------ | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Audit fees         | - | Fees billed for the audit of the Companys annual financial statements and for services normally provided by the accountant in connection with statutory and regulatory filings in each fiscal year reported on.                   
|Audit-related fees | - | Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements in each fiscal year reported on and that are not reported as audit fees.
|Tax fees           | - | Fees billed for tax compliance, tax advice, and tax planning services in each fiscal year reported on.                                                                                                                             
|All other fees     | - | Fees billed for products and services provided by the principal accountant other than services reported under the three categories above in each fiscal year reported on.                                                          



As required by Rule 2-01(c)(7)(i) of Regulation S-X, before the accountant was engaged by the Company to render audit or non-audit services, the Companys audit committee approved the engagement.



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66



ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



The information referred to in this Item is not required for the fiscal year ended February 28, 2006, which is the period covered by this Annual Report on Form 20F.





ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



The information referred to in this Item is not required for the fiscal year ended February 28, 2006, which is the period covered by this Annual Report on Form 20F.





PART III





ITEM 17.

FINANCIAL STATEMENTS



See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.  These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars.  Such financial statements have been reconciled to U.S. GAAP (see Note 17 therein).  For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see page 9 of this Annual Report.



ITEM 18.

FINANCIAL STATEMENTS



Not applicable





ITEM 19.

EXHIBITS



(a)

Financial Statements



|                                                                                                                                        |         
|--------------------------------------------------------------------------------------------------------------------------------------- | --------
|Description of Document                                                                                                                 | Page No.
|Cover Sheet                                                                                                                             | F-1     
|Independent Auditors Report dated May 19, 2006                                                                                         | F-2     
|Consolidated Balance Sheets as at February 28, 2006 and February 28, 2005                                                               | F-3     
|Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2006, February 28, 2005 and February 29, 2004 | F-4     
|Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2006, February 28, 2005 and February 29, 2004             | F-5     
|Notes to the Consolidated Financial Statements                                                                                          | F-6     



(b)

Exhibits



|               |                                                                                                                                  |            
|-------------- | -------------------------------------------------------------------------------------------------------------------------------- | -----------
|Exhibit Number | Description of Document                                                                                                          | Page Number
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.                      |            
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation |            
|*1.C.          | Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.                          |            



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67





|      |                                                                                                                                                                                 |       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|*1.D. | Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.                                                                      |       
|*1.E. | Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.                                                                     |       
|*1.F. | Articles of the Company                                                                                                                                                         |       
|*4.A. | Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property                             |       
|*4.B. | Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property                                                               |       
|*4.C. | Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek                                                                                                     |       
|*4.D. | Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001                                   |       
|*4.E. | Letter agreement dated April 30, 2003 between Cynthia Holdings Limited,  The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property |       
|*4.F. | Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property                                    |       
|*4.G. | English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the Sabodala Property                   |       
|*4.H. | Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek                                                                                                       |       
|*4.I  | Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan                                                                                                       |       
|*4.J  | Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.                                                                                   |       
|*4.K  | Loan Agreement dated April 28, 2005 between the Company and David Scott                                                                                                         |       
|4.L   | Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC                                                                                            | E-113 
|4.M   | Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.                                                             | E-121 
|4.N   | Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited                                                                                         | E-193 
|99.1  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                          | E-99.1
|99.2  | Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                          | E-99.2





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68



SIGNATURES



The Company hereby certifies that it meets all of the requirements for filing Amendment No. 1 to the Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.







Dated at Vancouver, British Columbia, this  31st day of  January, 2007





OROMIN EXPLORATIONS LTD.







CHET IDZISZEK



Per:  (signed) Chet Idziszek

Title:  President



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69



CERTIFICATIONS



I, Chet Idziszek, certify that:



|   |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed Amendment No. 1 to the annual report on Form 20-F of Oromin Explorations Ltd. (the Company);                                                                                                                                                                                                                
|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                    
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;                                   
|4. | The Companys other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Company and have:
|   | a)                                                                                                                                                                                                                                                                                                                             | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|   | b)                                                                                                                                                                                                                                                                                                                             | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
|   | c)                                                                                                                                                                                                                                                                                                                             | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                             | disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and                                                                      
|5. | The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function):                                        
|   | a)                                                                                                                                                                                                                                                                                                                             | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                             | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.                                                                                                                                                                                                    



Date:    January 31, 2007



(signed) CHET IDIZSEK



Chet Idziszek, President and Chief Executive Officer



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70





I, Naomi Corrigan, certify that:



|   |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed Amendment No. 1 to the annual report on Form 20-F of Oromin Explorations Ltd. (the Company);                                                                                                                                                                                                                
|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                    
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;                                   
|4. | The Companys other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Company and have:
|   | a)                                                                                                                                                                                                                                                                                                                             | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|   | b)                                                                                                                                                                                                                                                                                                                             | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
|   | c)                                                                                                                                                                                                                                                                                                                             | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                             | disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and                                                                      
|5. | The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function):                                        
|   | a)                                                                                                                                                                                                                                                                                                                             | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                             | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.                                                                                                                                                                                                    



Date:   January 31, 2007



(signed): NAOMI CORRIGAN

____________________________

Naomi Corrigan, Chief Financial Officer



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71



EXHIBIT INDEX



|               |                                                                                                                                                                                 |            
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Exhibit Number | Description of Document                                                                                                                                                         | Page Number
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.                                                                     |            
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation                                                |            
|*1.C.          | Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.                                                                         |            
|*1.D.          | Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.                                                                      |            
|*1.E.          | Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.                                                                     |            
|*1.F.          | Articles of the Company                                                                                                                                                         |            
|*4.A.          | Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property                             |            
|*4.B.          | Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property                                                               |            
|*4.C.          | Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek                                                                                                     |            
|*4.D.          | Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001                                   |            
|*4.E.          | Letter agreement dated April 30, 2003 between Cynthia Holdings Limited,  The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property |            
|*4.F.          | Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property                                    |            
|*4.G.          | English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the Sabodala Property                   |            
|*4.H.          | Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek                                                                                                       |            
|*4.I           | Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan                                                                                                       |            
|*4.J           | Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.                                                                                   |            
|*4.K           | Loan Agreement dated April 28, 2005 between the Company and David Scott                                                                                                         |            
|4.L            | Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC                                                                                            | E-113      
|4.M            | Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.                                                             | E-121      
|4.N            | Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited                                                                                         | E-193      



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72





|     |                                                                                                                                                        |       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------
|99.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | E-99.1
|99.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | E-99.2
|*    | These exhibits were previously filed with the Companys Registration Statement or a previous Annual Report on Form 20-F (file no. 30614).              |