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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

(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 SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended February 29, 2012

or

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

For the transition period from ________ to ________

Commission file number: 0-30614

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 _______

Oromin Explorations Ltd.(Exact name of Registrant as specified in its charter)

Not applicable(Translation of Registrant’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)

Ian Brown, 604-331-8772, IBrown@mine-tech.com, 604-331-8773, Suite 2000, 1055 West Hastings Street, 
  Vancouver, B.C., Canada, V6E 2E9(Name, Telephone, E-mail, and/or Facsimile number and Address of Registrant Contact Person)

Page 1 of 60 Pages 
  The Exhibit Index is located on Page 58

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

Title of each class
      Name of each exchange on which registeredNone


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

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2 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. 136,563,218 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ] No [ X ] If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [   ] No [ X ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [   ]
        Accelerated filer [ X ]
        Non-accelerated filer [   ]
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP [   ]
        International Financial Reporting Standardsby the International Accounting Standards Board [X ]
        Other [   ]
 If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17[   ]Item 18 [   ] If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ] The information set forth in this Annual Report on Form 20-F is as at February 29, 2012 unless an earlier or later date is indicated.


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3 SECURITIES AND EXCHANGE COMMISSIONFORM 20-F TABLE OF CONTENTSPage No.GLOSSARY AND DEFINED TERMS
        7PART I
        
        9ITEM 1.
        IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
        9ITEM 2.
        OFFER STATISTICS AND EXPECTED TIMETABLE
        9ITEM 3.
        KEY INFORMATION
        9A.
        Selected Financial Data
        9B.
        Capitalization and Indebtedness
        10C.
        Reasons For The Offer and Use of Proceeds
        10D.
        Risk Factors
        10THE MARKET VALUE OF OUR SHARES IN THE PUBLIC MARKETS ON WHICH THEY TRADE IS SUBJECT TO HIGH VOLATILITY AND TO UNPREDICTABLE CHANGES IN THE EVALUATIONS, PERCEPTIONS AND SENTIMENTS OF BUYERS AND SELLERS IN THOSE MARKETS
        10OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES
        11OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, AND WEARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETS ANDISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARY TOCONTINUE OUR EXPLORATION. OUR ABILITY TO ACCESS THE CAPITALMARKETS CANNOT BE ASSURED, AND IF WE ARE ABLE TO ACCESS THEM,EXISTING INVESTORS WILL HAVE THEIR OWNERSHIP INTERESTS DILUTED UPON THE ISSUE OF ADDITIONAL EQUITY
        11OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITY GOLD, AND THE MARKET PRICE FOR THIS IS SUBJECT TO HIGH VOLATILITY
        11THE PRICES OF MANY SIGNIFICANT INPUTS TO OUR COSTS OF EXPLORINGARE SUBJECT TO HIGH VOLATILITY AND COULD RENDER OUR COSTS OFCONTINUING TO EXPLORE HIGHER THAN ANTICIPATED, PLANNED OR BUDGETED
        11WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS AND EXPERIENCEOF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION
        11WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE
        12*WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION*
        12WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATESWHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, ANDTHEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE


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4 UNITED STATES
        12OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARENOT FULLY INSURED AGAINST ALL OPERATING HAZARDS
        12OUR COMPETITORS IN THE MINERAL AND OIL AND GAS EXPLORATIONINDUSTRIES INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICHHAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TOCARRY OUT ACTIVITIES
        12WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL WHICH POSSESSESCOMPLEX REGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR ANDCHALLENGING CONDITIONS AFFECTING OUR OPERATIONS
        13OUR ACTIVITIES IN MINERAL EXPLORATION SUBJECT US TO A WIDE ARRAY OFENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLY ANDTIME-CONSUMING TO COMPLY WITH
        13WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THE FORESEEABLEFUTURE
        14THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TO CONTINUETO BE SUBJECT TO WIDE FLUCTUATIONS
        14ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THEUNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVILLIABILITIES AND JUDGEMENTS
        14UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BECLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITEDSTATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITYCONSEQUENCES
        14ITEM 4.
        INFORMATION ON THE COMPANY
        15A.
        History and Development of the Company
        15OJVG Gold Property, Sénégal
        15Santa Rosa Property, Argentina
        16B.
        Business Overview
        16C.
        Organizational Structure
        17D.
        Property, Plants and Equipment
        18OJVG Gold Property, Sénégal
        18Technical Summary
        18Geology and Mineralization
        19EXPLORATION
        21Calendar Year 2011 - Fiscal Year Ended February 29, 2012
        21Calendar Year 2010 - Fiscal Year Ended February 28, 2011
        21Calendar Year Currently in Progress
        22MINERAL RESERVE ESTIMATE
        22Heap Leach Desktop Study
        23Doing Business in Sénégal
        23ITEM 4A.
        UNRESOLVED STAFF COMMENTS
        24ITEM 5.
        OPERATING AND FINANCIAL REVIEW AND PROSPECTS
        24A.
        Operating Results
        24Fiscal Year Ended February 29, 2012 Compared to Fiscal Year EndedFebruary 28, 2011
        25B.
        Liquidity and Capital Resources
        25February 29, 2012 Compared to February 28, 2011
        26February 28, 2011 Compared to March 1 , 2010
        27


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5 Outlook
        27C.
        Research and Development, Patents and Licenses, etc.
        27D.
        Trend Information
        27E.
        Off-Balance Sheet Arrangements
        27F.
        Tabular Disclosure of Contractual Obligations
        28G.
        Safe Harbour
        28ITEM 6.
        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
        28A.
        Directors and Senior Management
        28B.
        Compensation
        30Termination and Change of Control Benefits
        31Description of Retention Agreements
        32C.
        Board Practices
        34D.
        Employees
        34E.
        Share Ownership
        35ITEM 7.
        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
        35A.
        Major Shareholders
        35B.
        Related Party Transactions
        36C.
        Interests of Experts and Counsel
        36ITEM 8.
        FINANCIAL INFORMATION
        37A.
        Consolidated Statements and Other Financial Information
        37B.
        Significant Changes
        37ITEM 9.
        THE OFFER AND LISTING
        37A.
        Offer and Listing Details
        37B.
        Plan of Distribution
        38C.
        Markets
        38D.
        Selling Stockholders
        39E.
        Dilution
        39F.
        Expenses of the Issue
        39ITEM 10.
        ADDITIONAL INFORMATION
        39A.
        Share Capital
        39B.
        Memorandum and Articles of Association
        39C.
        Material Contracts
        40D.
        Exchange Controls
        41E.
        Taxation
        43Material Canadian Federal Income Tax Consequences
        43Dividends
        43Capital Gains
        43Material United States Federal Income Tax Consequences
        44U.S. Holders
        45Distributions on Common Shares of the Company
        45Foreign Tax Credit
        45Information Reporting and Backup Withholding
        46Disposition of Common Shares of the Company
        46Currency Exchange Gains or Losses
        46Other Considerations
        47Foreign Personal Holding Company
        47Foreign Investment Company
        47


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6 Passive Foreign Investment Company
        47Controlled Foreign Corporation
        48F.
        Dividends and Paying Agents
        49G.
        Statements by Experts
        49H.
        Documents on Display
        49I.
        Subsidiary Information
        49ITEM 11.
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        49ITEM 12.
        DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
        50PART II
        
        50ITEM 13.
        DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES
        50ITEM 14.
        MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
        50ITEM 15.
        CONTROLS AND PROCEDURES
        50EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
        51MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
        51ITEM 16
        [RESERVED]
        52ITEM 16A.
        AUDIT COMMITTEE FINANCIAL EXPERT
        52ITEM 16B.
        CODE OF ETHICS
        52ITEM 16C.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
        52ITEM 16D.
        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
        53ITEM 16E.
        PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
        53PART III
        
        53ITEM 17.
        FINANCIAL STATEMENTS
        53ITEM 18.
        FINANCIAL STATEMENTS
        53ITEM 19.
        EXHIBITS
        53SIGNATURES
        57EXHIBIT INDEX
        58


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7 GLOSSARY AND DEFINED TERMS The following is a glossary of certain mining terms used in this 20-F document. Birimian
        A term used to describe the age of rocks formed 2.2 to 2.1 Ga that are considered highly prospective rocks for gold and diamond exploration in West AfricaCIL
        Carbon In Leach (CIL) is a processing method for extracting and recovery of gold from crushed ore. The process involves creating a slurry of finely crushed ore and a cyanide bearing solution in large tanks. Gold is dissolved in the cyanide solution creating a pregnant solution. Activated carbon is introduced into the leaching circuit where it absorbs the gold from the pregnant solution. The gold bearing activated carbon or “loaded” carbon is then sent through a carbon strip circuit where gold is separated from the loaded carbon, recovered and subsequently refined.Craton
        A relatively immobile part of the earth, generally of large sizeDyke
        A tabular body of igneous rock that cuts across the structure of adjacent rocks or cuts massive rocks.Eburnean
        A term used to describe an orogenic event 2.0-2.1 GaFault
        A term used to describe a large scale fracture or linear zone of fractures within a body of rock along which there has been displacement of the sides relative to each other. Often results in the formation of a shear zone.Feldspar
        A group of abundant rock forming minerals, often light coloured and hardFelsic
        A term used to describe light coloured igneous rocks.Fuchsite
        A bright green, chromium rich variety of a muscovite.Ga
        A billion years agoGneiss
        A foliated metamorphic rock with alternating bands or lenses of granular minerals and preferentially elongated or flaky minerals.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.Greenstone
        A term used to describe any metamorphic, mafic to ultra-mafic igneous rockHeap Leach Processing
        A low cost ore processing method used to extract gold (and other metals) from crushed ore. Low grade ore is stockpiled on lined pads and saturated with a cyanide bearing solution. The solution permeates and passes through the crushed ore pile, dissolving gold and then accumulating at the base of the pile on the lined pad. The pregnant solution is then collected and gold is extracted.Inlier
        An area of older rocks surrounded by younger rocksIntermediate
        Refers to igneous rocks that are transitional between mafic and felsic igneous rocksKakadian Batholith
        A PaleoProterozoic granitic complex which intrudes rock of the Kedougou Kenieba InlierKedougou-Kenieba Inlier
        A belt of deformed rocks within the larger, 2.1 Ga PaleoProterozoic Birimian-Eburnean province of rocks within the West African cratonLateritic
        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.Mafic
        Refers to igneous rocks composed chiefly of dark, ferromagnesian minerals.Mako Volcanic Group
        A belt of mafic to ultra-mafic volcanic rocks within the Kedougou-Kenieba Inlier in western Sénégal.


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8 Massive
        A term used to describe an igneous rock with a homogenous texture ie. not foliatedMetamorphic
        A term used to describe rocks that have undergone chemical and/or physical properties changes due to the effects of heat, pressure and fluid movement within the earth's crust.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.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.Mineral Reserves
        Mineral reserves are indicated and measured resources that have been evaluated by either a Prefeasibility or Feasibility level engineering study which has demonstrated a portion of the indicated and measured resources are economically feasible for extraction. Reserves are classified as either Probable or ProvenReserves depending on the level of geological and economic knowledge and confidence.Mineral Resources
        Mineral resources are those economic mineral concentrations that have undergone enough scrutiny to quantify their contained metal to a certain degree. Mineral resources are classified as Inferred, Indicated and Measureddepending on the increasing level of geological knowledge and confidence. Mineral resources are not considered ore because the economics of the mineral deposit may not have been fully evaluated.Orogenic
        A term used to describe the large-scale tectonic process of mountain formation or orogeny.Orogenic Gold
        Terminology used to describe gold deposits that have formed by the geological processes associated with orogeny.Pyrite
        A common pale bronze, or brass yellow, metallic mineral largely comprised of iron and sulphur.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.Sericite
        A fine grained, white potassium mica created by the alteration of pre-existing mineral by metamorphismShear zone
        Narrow, sub parallel-sided zones of rock that have been crushed and brecciated as a result of shear strain.Silicified
        A term used to describe a rock that has been altered due to the introduction of or replacement by silica.Supracrustal
        Term used to describe younger rocks which overlie older basement rocks.Syn-tectonic
        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, volcanoclastic rocks formed by the accumulation of volcanic ash and crystals that have been extruded from a volcanic vent and subsequently buried and lithified.Ultramafic
        Refers to igneous rocks composed almost entirely of dark, ferromagnesian minerals.


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9 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 respect of the years ended February 29, 2012 and February 28, 2011, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (“IFRS-IASB”). The Company’s financial statements have been prepared in accordance with IFRS-IASB for the first time for the fiscal year ended February 29, 2012, together with comparative financial statements for the prior fiscal year also in accordance with IFRS-IASB. Pursuant to SEC Release 33-8567 this information is presented solely for these two years, and information based on US GAAP is not provided. 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”. Results for the period ended February 29, 2012 are not necessarily indicative of results for future periods. INFORMATION IN ACCORDANCE WITH IFRS-IASB Year Ended February 28 or 292012
        2011(a)
        Total revenue
        $0
        $0(b)
        Earnings (loss) from continuing operations (1)Total
        ($8,207,833)
        ($9,783,496)Per Share (1)
        ($0.06)
        ($0.08)(c)
        Total assets
        $80,967,002
        $85,178,886(d)
        Total long-term debt
        $0
        $0(e)
        Capital stock
        $112,455,628
        $111,298,040(f)
        Total shareholders’ equity$80,680,746
        $84,827,782(g)
        Cash dividends declared per sharen/a
        n/a(h)
        Net earnings (loss) for the periodTotal
        ($8,207,833)
        ($9,783,496)Per Share (1)
        ($0.06)
        ($0.08)Number of shares
        135,716,443
        117,491,838
  (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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10 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 July 11, 2012 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 $0.9809. The following table sets out the high and low exchange rates for each of the last six months. 2012June
        May
        April
        March
        February
        JanuaryHigh for period
        0.9825
        1.0164
        1.0197
        1.0153
        1.0136
        1.0014Low for period
        0.9599
        0.9663
        0.9961
        0.9985
        0.9984
        0.9735
 The following table sets out the average Noon Rate of Exchange rates for the five most recent financial years as provided by the Bank of Canada. Year Ended February 28 or 292012
        2011
        2010
        2009
        2008Average for the period
        1.0091
        0.9806
        0.9036
        0.9050
        0.9560
  B.
        Capitalization and Indebtedness
 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. C.
        Reasons for the Offer and Use of Proceeds
 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. 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. The Company and its operations are subject to a significant number of such risk factors, in respect of which an adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company’s undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. The following description of risk factors is not exhaustive and is provided to alert users of this report to examples of the nature and types of risk factors inherent in the Company’s existence and operations. THE MARKET VALUE OF OUR SHARES IN THE PUBLIC MARKETS ON WHICH THEY TRADE IS SUBJECT TO HIGH VOLATILITY AND TO UNPREDICTABLE CHANGES IN THE EVALUATIONS, PERCEPTIONS AND SENTIMENTS OF BUYERS AND SELLERS IN THOSE MARKETS The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.


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11 OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES The Company’s project is located in the Republic of Sénégal in West Africa. Its tenure over its property rights and the conditions under which it operates, both during and after the exploration stage, are subject to the jurisdiction of the Republic of Sénégal and in some cases of political subdivisions within the Republic of Sénégal. The laws and regulations governing the Company’s tenure and operations are subject to alteration, and an adverse alteration to those laws and regulations could have a material adverse outcome on the Company and its securities. In addition, the exposure of the Company, its projects and its operations to political risk comprises part of the evaluations, perceptions and sentiments of investors as described above under “Market risks”. An adverse change in investors’ tolerance of political risk could have a material adverse outcome on the Company and its securities. OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, AND WE ARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETS AND ISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARY TO CONTINUE OUR EXPLORATION. OUR ABILITY TO ACCESS THE CAPITAL MARKETS CANNOT BE ASSURED, AND IF WE ARE ABLE TO ACCESS THEM, EXISTING INVESTORS WILL HAVE THEIR OWNERSHIP INTERESTS DILUTED UPON THE ISSUE OF ADDITIONAL EQUITY Exploration and development of mineral deposits is an expensive process, and frequently the greater the level of interim stage success the more expensive it can become. The Company has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon selling equity in the capital markets to provide financing for its continuing substantial exploration budgets. While the capital markets have been favourable to the financing of mineral exploration during the past several years, and the Company has been successful in obtaining financing for its projects, there can be no assurance that the capital markets will remain favourable in the future, and/or that the Company will be able to raise the financing needed to continue its exploration programs on favourable terms, or at all. Restrictions on the Company’s ability to finance could have a material adverse outcome on the Company and its securities. OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITY GOLD, AND THE MARKET PRICE FOR GOLD IS SUBJECT TO HIGH VOLATILITY The Company’s exploration project seeks gold at the OJVG Gold Project. While this commodity has recently been the subject of significant price increases from levels prevalent over the past five years, there can be no assurance that such price levels will continue, or that investors’ evaluations, perceptions, beliefs and sentiments will continue to favour this target commodity. An adverse change in this commodity’s price, or in investors’ beliefs about trends in this price, could have a material adverse outcome on the Company and its securities. THE PRICES OF MANY SIGNIFICANT INPUTS TO OUR COSTS OF EXPLORING ARE SUBJECT TO HIGH VOLATILITY AND COULD RENDER OUR COSTS OF CONTINUING TO EXPLORE HIGHER THAN ANTICIPATED, PLANNED OR BUDGETED The cost of numerous inputs to mineral exploration and development has been subject to significant increase in recent calendar quarters. These costs include the cost of infrastructure materials such as steel and concrete, the cost of fuel, and the compensation cost of technical and operating personnel. A continuation of cost escalation in these input prices could have a material adverse outcome on the Company and its securities. WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS AND EXPERIENCE OF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION The Company’s exploration efforts are dependent to a large degree on the skills and experience of certain of its key personnel, including Chet Idziszek the President and Chief Executive Officer and David Mallo the Vice President of Mineral Exploration. The Company does not maintain “key man” insurance policies on these individuals. Should the availability of these persons’ skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Company and its securities.


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12 WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE The Company has incurred net losses to date. Its deficit as of February 29, 2012 was $50,117,227. The Company has not yet had any revenue from the exploration activities on its property, nor has the Company yet made a production decision to proceed with development activity on its property. Even if the Company does undertake development activity on certain of its properties, the Company expects to 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. WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION 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 contract service providers or 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. WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATES WHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, AND THEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE UNITED STATES 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. OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS 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 payment of any liabilities arising from such losses may have a material, adverse effect on the Company's financial position. OUR COMPETITORS IN THE MINERAL EXPLORATION AND DEVELOPMENT INDUSTRY INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICH HAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TO CARRY OUT ACTIVITIES Significant and increasing competition exists for the limited number of 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 result in any commercial mining operation.


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13 WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL, A COUNTRY WITH A COMPLEX REGULATORY REGIME WHICH MAY IMPOSE UNFAMILIAR AND CHALLENGING CONDITIONS AFFECTING OUR OPERATIONS Currently, the Company’s only active and material property is located in Sénégal. Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, political instability and political risk. Mineral exploration and mining activities in foreign countries may 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, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use and workplace safety. In particular, the status of Sénégal as a developing country may make it more difficult for the Company to obtain any required production financing for its property from senior lending institutions. 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 and development 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. OUR ACTIVITIES IN MINERAL EXPLORATION AND DEVELOPMENT SUBJECT US TO A WIDE ARRAY OF ENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLY AND TIME-CONSUMING TO COMPLY WITH 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 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 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 Sénégal are subject to various federal and local 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 will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any mining 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 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


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14 environmental regulations. WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THE FORESEEABLE FUTURE 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. THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TO CONTINUE TO BE SUBJECT TO WIDE FLUCTUATIONS In recent years, the securities markets in Canada and the United States 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 on the TSX Venture Exchange or the Toronto Stock Exchange of the Company's common stock fluctuated from a high of $1.49 to a low of $0.47 in the period beginning March 1, 2010 and ending on the date of this Annual Report. There can be no assurance that these price fluctuations and volatility will not continue to occur. ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS 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. UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITED STATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITY CONSEQUENCES 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 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.


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15 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. Pursuant to Notice of Articles altered February 28, 2008, the authorized capital was increased from 100,000,000 to unlimited. The Company has one subsidiary. Sabodala Holding Limited (“SHL”) is incorporated in the British Virgin Islands and is wholly owned by the Company. The head office and principal office address of the Company is Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, Canada. Its telephone number is 604-331-8772. OJVG Gold Property, Sénégal The Company holds via its ownership of SHL an interest in the OJVG Property (“OJVG Gold Property” or “OJVG Project” or “OJVG Gold Project” or “OJVG Golouma Project”), 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”) was 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. In order to acquire its interest in the OJVG Property, the OJVG was required to spend at least USD$8 million on exploration of the OJVG Property by April 17, 2007, and this condition was fulfilled in October 2006. Under the terms of the OJVG agreement, Bendon provided the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. Badr was to hold a free carried interest until the initial USD$8 million commitment was completed, at which time the three parties would bear all future costs associated with the exploration and development of the OJVG Project on a pro rata basis, or be subject to dilution. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), SHL, Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Property has been assigned to OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure requirement was met and in December 2008, OJVG Ltd. was granted a further twelve month extension, expiring on December 22, 2009.


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16 In August 2009 the Company completed an initial preliminary Feasibility Study for its OJVG Project. This study was prepared by SRK Consulting (Canada) Inc. utilizing available exploration drilling data up to May 2009. The result of this initial study produced a negative net present value (NPV) and as such no mineral reserves could be quantified for the OJVG Property. To seek to improve the project economics, SRK recommended that OJVG (1) focus its exploration activities on identifying high-grade targets that might help in improved cash flows in the early years of the project as the property still has several interesting gold anomalies that, if exploration is successful, could add value to the project; (2) optimize the preliminary Feasibility Study to allow for the known opportunities to be investigated and new opportunities to be sought; and (3) continue drilling on the property and revise the preliminary Feasibility Study based on new information at a cost of approximately $15M. OJVG adopted SRK’s recommendations, but elected to complete a full Feasibility Study rather than simply revise the preliminary study. As a result, on January 26, 2010, OJVG was granted a mining licence for the OJVG Project. The mining licence is for a term of fifteen years and will permit OJVG to begin mining operations in accordance with recommendations of a full Feasibility Study prepared by SRK Consulting and Ausenco Limited and publicly disseminated in July 2010. It is important to note that development of a mining operation is subject to the owners of OJVG making a production decision, a step which has not yet taken place. OJVG is in the process of establishing an operating company to undertake the development of the OJVG Project. The operating company will be owned by OJVG as to 90% and by the Government of Sénégal as to 10%. The interest owned by the Government of Sénégal is fully carried and the Government of Sénégal is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, OJVG is obliged to offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. OJVG received the final approval from the Government of Sénégal for its Environmental and Social Impact Assessment (“ESIA”) on May 24th, 2012. This process started with the first technical review committee meeting held in March 2011and culminated with blanket approval from all local stakeholders during the public audience held on-site in March 2012. OJVG submitted the final ESIA to government in November 2011 and it passed all three levels of review after minor amendments were incorporated. Santa Rosa Property, Argentina Up until November 30, 2011 the Company held an interest in an oil and gas concession in the Republic of Argentina known as the Santa Rosa Property. As set out in Note 7 to the accompanying financial statements, effective December 1, 2011 the Company disposed of this interest for nominal proceeds. An unsuccessful test well was drilled on the property in July 2009. Also as set out in Note 7, the Company wrote off $1,443,355 of costs carried in respect of this property during the year ended February 28, 2011 and a further $83,112 during the year ended February 29, 2012 in respect of the nine months during that fiscal year the property was held. B.

   Business Overview


The Company has historically been involved in the exploration of mineral properties in various parts of the world. During the last three financial years the Company’s principal activity has been financing and carrying out exploration on the OJVG Property in Sénégal.In July 2009 the Company also drilled an unsuccessful test well on the Santa Rosa Property as set out above.

In October 2004, the Company was awarded an exploration concession known as the Sabodala Property in the Republic of Sénégal – which has subsequently been renamed the OJVG Property. The exploration concession granted the Company the sole right to acquire a 100% interest in the OJVG Property by spending at least USD$8 million on exploration of the OJVG Property by April 17, 2007, a condition which was met. The OJVG Property was 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. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), Sabodala Holding Limited (“SHL”) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each



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17 own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Property has been assigned to OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2001, the Company acquired a 100% interest in the oil and gas exploration rights for the Santa Rosa Property in central Argentina. For a number of reasons, including the transfer of jurisdiction over oil and gas development from the federal government of Argentina to the provincial government of Mendoza, no meaningful exploration activities occurred until after April 2008 when the Province of Mendoza issued a decree recognizing the Company’s tenure rights. Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (“Otto”) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by Otto funding exploration expenditures of USD$1,400,000. This transaction closed May 4, 2009. During the financial year ended February 28, 2010, in July 2009 the Company, as operator of the Santa Rosa property, drilled a wildcat test well at the first selected location on the concession but did not encounter any hydrocarbons. Thereafter, the Company reacquired from Otto, at nominal cost, Otto’s 32.48% interest in Cynthia. The Company subsequently sought third party participation in the concession, did not succeed in attracting any such, wrote off all its historical carrying costs in the project, and as set out in Note 7 to the accompanying financial statements sold its interest effective December 1, 2011 for nominal proceeds. 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:



| | (1) | The interest of Oromin Joint Venture Group Ltd. in the OJVG Property takes the form of its rights and interest in a Mining Convention to which it is a party with the Government of Sénégal dated February 17, 2005 as subsequently amended, as more completely set out under Item D. “Property Plants and Equipment – OJVG Property, Sénégal” below. These rights are incorporated in the Mining License for the OJVG Project issued by the Government of Sénégal January 26, 2010. This 100% interest is subject to a reduction to 90% in favour of the Government of Sénégal and, contingently, to 65%, as more completely set out under Item D. “Property Plants and Equipment – OJVG Property Sénégal” below.
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18 D.

   Property, Plants and Equipment
 The sole property of the Company is the OJVG Gold Project in the Republic of Sénégal. This project is currently in the exploration stage. However, it is the subject of a full Feasibility Study dated June 2010 and would graduate to the status of a development-stage project upon the making of a production decision by the owners. This step has not yet occurred. The Company has not had any revenue from any resource products in the last three fiscal years. To view an OJVG Gold Project Location Map, please click on the link here: OJVG Gold Property,Sénégal The following technical information has been compiled and reviewed by Douglas Turnbull, P.Geo. Except as noted below, the following are the Company’s consulting firms and the associated geologists and qualified persons responsible for the preparation of the technical information concerning the OJVG Property (“OJVG Project” or “OJVG Gold Project” or “OJVG Golouma Project”) in this document. Mr. Turnbull is a director of the Company and is regarded by the Company as not independent. The persons listed below are independent. SRK Consulting (Canada) Inc. under the direction of Gordon Doerksen, P.Eng. (overall project management, underground mining and reserve estimation, economic analysis, environmental review), Dr. Wayne Barnett, P. Nat. Sci., Nat. Sci. (mineral resource estimation, QA/QC, geology), David Rowe, CPG (mineral resource estimation), Fred Brown, CPG (mineral resource estimation), Marek Nowak, P. Eng. (geostatistics), and Dino Pilotto, P.Eng. (open pit mine engineering, open pit mineral reserve estimate)Ausenco Solutions Canada Inc. under the direction of Clint Donkin, AusIMM (metallurgy, mineral processing and infrastructure) and David Brimage, AusIMM (metallurgy, mineral processing and infrastructure)DRA Americas Inc., the DRA mineral resource estimate update was prepared by Dexter Ferreira, P. Nat. Sci. Unless otherwise indicated, much of the following summary has been extracted or based on the Revised OJVG Golouma Project Updated Mineral Resources Technical Report (December 9, 2011) completed by SRK Consulting (Canada) Inc. (“SRK”) and the OJVG Golouma Project Heap Leach Preliminary Assessment (“PEA”) Technical Report (June 18, 2011) completed by Ausenco Solutions Canada Ltd. (“Ausenco”). References are also made to the June, 2010 OJVG Sabodala Project Feasibility Study Technical Report (“2010 Feasibility Study”) completed by SRK and Ausenco. All of these documents provide a comprehensive overview of the OJVG Gold Project as well as the parameters and engineering studies that were used to define the historic reserves and an overall mine plan for the proposed development of five of the OJVG deposits. The 2010 Feasibility Study and associated reserves are deemed to be historic and out of date as they have been superseded by the updated mineral resource estimate completed by SRK in 2011. Readers are advised that the all of the company’s technical reports have been filed and posted on SEDAR under the filing classification “Technical Report – NI 43-101”. Technical Summary OJVG holds a 15 year renewable mining license (“OJVG Gold Project”), covering approximately 212.6 km2of land in the Tambacounda region of south-eastern Sénégal. Gold exploration on the property has been conducted by Oromin Explorations Ltd. (“Oromin”) on behalf of OJVG or a predecessor unincorporated joint venture (both of which are hereafter referred to as “OJVG”) since 2005. Oromin’s exploration work has progressed from property-wide soil geochemical sampling and geophysical surveys to more focussed trenching, reverse-circulation (“RC”) drilling and diamond drilling. Oromin has been successful in identifying numerous exploration targets and nine gold deposits: Masato, Golouma West, Golouma South, Kerekounda, Kourouloulou, Niakafiri Southeast, Niakafiri Southwest, Maki


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19 Medina and Kobokoto. All of these deposits have been drilled to a level that supports classification of mineral resources. Five of the deposits (Masato, Golouma West, Golouma South, Kerekounda and Kourouloulou) have mineral reserves defined in the 2010 Feasibility Study. OJVG’s Gold Project lies in a sparsely populated area of Sénégal approximately 650 km ESE of Dakar, a 12-hour journey by road. The property is 185 km ESE of Tambacounda and 65 km north of the district town of Kédougou. The border with Mali lies about 40 km to the east. There is a paved airstrip that supports twin engine charter flights from Dakar. OJVG has access to the use of the airstrip. Road access to the property is via a paved road to Tambacounda and Kédougou and a combination of paved and dirt roads thereafter. Roads on the property have soil bases and can degrade substantially during heavy rains. The property borders the Teranga Gold Corporation’s (“Teranga”) 20.3 km2Sabodala mining concession. The OJVG Gold Project is situated on the divide between the Gambia and Falémé River catchments to the west and east respectively. The terrain is comprised of open savannah vegetation on gently rolling hills and is at an elevation of roughly 200 m above sea level. The climate of the region belongs to the Sudanic zone and is generally hot and humid. The rainy season, between June and September, brings heavy downpours that are generally short and intense and can cause disruption to transport. The estimated average annual rainfall on the property is 1,100 mm, the vast majority falling in the rainy season. In October 2004, OJVG was awarded an exploration permit for the OJVG Gold Project, issued in accordance with the Mining Convention. The registered name of the exploration concession is the Golouma Concession, it has previously been referred to as OJVG’s Sabodala Project, and it is currently referred to as the OJVG Gold Project by Oromin. The exploration permit was formalized with the government in February 2005. OJVG spent USD $ 11 million on exploration during the first 22 month period to December 31, 2006, which was extended twice to December 22, 2009. On January 26, 2010, OJVG was granted a mining licence for the OJVG Gold Project. The mining licence is for a term of fifteen years, renewable, and will permit OJVG to begin mining operations in accordance with recommendations of this Feasibility Study. OJVG is in the process of establishing an operating company to undertake the development of the Project. The operating company will be 90% owned by OJVG and 10% by the Government of Sénégal. The interest owned by the Government of Sénégal is fully carried and the Government of Sénégal is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, OJVG is obliged to offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. The renewable mining licence allows for a minimum 8 years tax free benefit which commenced January 26, 2010, and can be extended for up to 15 years through Government negotiation. Geology and Mineralization The OJVG Gold Project lies within the Kédougou-Kéniéba Inlier; part of the highly deformed circa 2.1 Ga Paleoproterozoic Birimian-Eburnean province of the West African Craton. The Kédougou-Kéniéba Inlier is a triangular shaped area composed of felsic gneiss terranes separated by greenstone belts that consist of supracrustal metavolcanic and metasedimentary rocks, including the thick succession of Mako Volcanic Group mafic to ultramafic material, Kakadian Batholith granitic complex, and the Eburnean Syn-tectonic Granites comprising discrete granodioritic intrusives and possibly felsic dykes. The concession straddles the Main Transcurrent Shear Zone (“MTSZ”), which is a regional-scale N-NE trending ductile fault that impacts all of the deposits that lie within rocks affected by this zone of NNE-SSW oriented shear. The mineral deposits within the OJVG Gold Project (Golouma West, Golouma South, Kerekounda, Kourouloulou, Masato, Niakafiri Southeast, Niakafiri Southwest, Maki Medina and Kobokoto) and various gold prospects and targets fall within the broad classification of orogenic gold. The principal mineralized zones within the deposits are hosted by high strain areas within the prevailing shear zones. Gold mineralization is associated with zones of metavolcanics affected by intense Fe-carbonate-sericite±quartz±feldspar ±pyrite alteration, the intensity of which broadly correlates to the intensity of the deformation fabric and the presence of thicker quartz-carbonate veins. At Masato, fuchsite (Cr-mica) is also present, owing to the presence of ultramafic rocks. Multiple parallel zones comprise each deposit, with individual zones of anomalous gold values typically ranging from 2 to15 m in true thickness.


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20 OJVG has further classified its deposits into two styles of mineralization hosted within the NNE trending, 8 km wide MTSZ that runs the entire 22 km length of the concession. The western side of the MTSZ structural corridor hosts OJVG’s lower grade, bulk mining style deposits collectively referred to as the “Masato Style” bulk tonnage deposits (Masato, Niakafiri Southeast, Niakafiri Southwest, Maki Medina and Kobokoto) while the eastern side hosts OJVG’s higher grade deposits, collectively referred to as the “Golouma Style” higher grade deposits (Golouma West, Golouma South, Kerekounda and Kourouloulou). Only the Golouma West, Golouma South, Masato, Kerekounda and Kourouloulou deposits host ore reserves. The Golouma Westdeposit consists of two broadly E-W trending zones, which together have a total strike length of approximately 800 m and drilled-off to a depth of about 500 m, and one N-NE trending zone with a strike of over 250 m. A total of six steeply south-dipping shear zone-hosted sheet-like bodies of mineralization have been defined in the EW zones. The Golouma Southdeposit occupies a NNE-oriented, moderately to steeply west-dipping ductile shear zone. Mineralization has been defined for a strike length of approximately 640 m and down to about 280 m below surface currently. It has been modelled within five shear zone-hosted sheet-like bodies of mineralization. Recently the Company has commenced regarding the Golouma West and Golouma South deposits as a single deposit and from time to time refers to this single deposit as the Goloumadeposit. The Masatodeposit has been defined over a 2,100 m strike length of a NNE-trending, moderately west-dipping shear zone. The zone consists of between two and six separate mineralized zones over a distance of up to 90 m, which have been drilled to a depth of about 220 m below surface. Mineralization at the Kerekoundadeposit occupies three relatively minor N-NW-trending shear zones, dipping 50-70° towards W-SW. Mineralization has been defined over a strike length of about 350 m and down-dip for approximately 430 m. The Kouroulouloudeposit has four E-SE striking shear zone-hosted sheet-like bodies of mineralization that dip at intermediate angles to the south. Although the strike length of this deposit is currently defined only to approximately 200 m, the gold grade is higher than at the other deposits. Drilling at the Maki Medinadeposit has defined the mineralization over a strike length of approximately 1,600 metres. Currently the mineralized shear zones have been drilled to depths shallower than 200 m below the surface. The Niakafiri Southeastdeposit is located within the central part of the Project, approximately 3 km northwest of the Golouma area. This area is interpreted to be a series of tectonic slices of altered and sheared mafic and ultramafic metavolcanic rocks intruded by minor felsic and mafic intrusives. Gold mineralization is hosted by mafic volcanic units and bound to the west by a package of mafic to intermediate composition epiclastic volcanic rocks. Structurally Niakafiri Southeast is situated in the same group of north-northeast trending shear zones of the MTSZ that host the Maki Medina and Masato deposits, 2.5 km to the S-SW and 4 km to the N-NE, respectively. As elsewhere, the shear zone dips steeply towards the west. Additionally, relatively short (<1 km) steeply-dipping, ENE-WSW trending shear zones appear to cross-cut the Niakafiri Southeast area and may have interacted with the NNE shear zones to control the mineralization. The Niakafiri Southwestdeposit is located approximately one kilometre west of and parallel to Niakafiri Southeast. This area is interpreted to be a 200-300m wide structural corridor consisting of a series of NNE trending, steeply west dipping, strongly sheared and altered intermediate and mafic metavolcanic rocks. This package has been intruded by two late, 20 to 30 m wide, NNE trending mafic dykes and a series of smaller felsic intrusives. Gold mineralization is hosted by the sheared and altered metavolcanic rocks and associated quartz veining. The Kobokotodeposit is located approximately 1.5 kilometres southwest of the Maki Medina Deposit and approximately 4 kilometres southwest of the Niakafiri Southeast and Niakafiri Southwest deposits. The northeast trending Kobokoto deposit occurs within a variably sheared and altered NNE trending unit of massive mafic metavolcanics, bound to the east by a prominent intermediate to mafic epiclastic volcanic unit. The main mineralized zone consists of a shallow west dipping, variably sheared zone of quartz-carbonate (lesser Fe carbonate) alteration and associated quartz,+carbonate+tourmaline veining. The entire volcanic package is intruded by NNE trending mafic dykes and lesser intermediate to felsic dykes. Although Kobokoto is associated with the same NNE regional structural trend that is host to the Masato, Maki Medina, Niakafiri Southeast and Niakafiri Southwest deposits to the northeast, the


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21 shallow dip of the Kobokoto mineralization is unique and possibly related to a local horizontal flexure within the regional NNE trending shear zone. **EXPLORATION** Calendar Year 2011 – Fiscal Year Ended February 29, 2012 The Company’s 2011 exploration program on the OJVG Gold Project, budgeted at USD$27,000,000 consisted largely of core and RC drilling. Drilling during the first half of 2011 focussed on extending the known limits of mineralization, particularly at depth at Golouma West, Golouma South and Kerekounda. In June of 2011, the company announced its Q3 and Q4 exploration budget and program consisting of approximately 13,000 metres of new core drilling in approximately 60 holes. Much of the drilling carried out in the second half of 2011 was directed at initial and follow-up drilling of new gold targets and recent discoveries. By the end of 2011 OJVG had completed 37,862 metres of core drilling in 149 drill holes and 16,131 metres of RC drilling in 109 holes. No drilling was carried out during January and February 2012. The 2011 drill campaign successfully expanded the known limits of mineralization, particularly at depth at Golouma West, Golouma South and Kerekounda while making new discoveries at Mamasato, Kotouniokolla, Kinemba, Saboraya, Sekoto and Kourouloulou South. Based on the recommendation of the Ausenco heap leach desk-top study in the fall of 2010, the Company contracted Ausenco to conduct a Preliminary Economic Assessment (“PEA”) of the heap leach potential at the OJVG Gold Project. The study was based on previous modelling of the Maki Medina deposit, the re-modelled Kobokoto, Niakafiri Southeast and Niakafiri Southwest gold deposits using a 0.20 g/t Au cut-off grade in order to determine what portion of these indicated and inferred mineral resources could conceptually be economically recovered by heap leaching as well as an evaluation of mineralized material previously designated as waste from the proposed 2010 Feasibility Study Masato reserve pit. The positive outcome of the PEA was announced on May 5. 2011. On May 12, 2011, the Company announced SRK’s mineral resource estimate updates for the Masato, Golouma West, Golouma South, Kerekounda and Kourouloulou deposits. As a result of the drilling in 2010 and early 2011, there was an overall increase in the Project’s mineral resources as well as confirmation of the continuity of gold mineralization at depth, giving even greater confidence in the down dip potential of the Golouma West, Golouma South, and Kerekounda deposits. The 2011 SRK mineral resource estimate update involved a complete re-interpretation by SRK of the geologic and mineralized models of all four Golouma Style deposits and the Masato deposit. The Company’s investment on the equity basis of accounting in the OJVG Gold Project increased by $8,862,865 net of project administration for the fiscal year ended February 29, 2012. Calendar Year 2010 – Fiscal Year Ended February 28, 2011 The Company’s 2010 exploration program on its OJVG Gold Project, budgeted at USD$30,000,000, was almost exclusively resource definition and engineering related drilling in support of SRK’s June 2010 Feasibility Study and the Ausenco Engineering optimization studies completed in the fall of 2010. The 2010 drilling consisted largely of infill and stepout Core and RC drilling at Golouma West, Golouma South, Kerekounda, Masato, Kourouloulou, Kobokoto, Maki Medina, Niakafiri Southeast and Niakafiri Southwest deposits as well as initial drilling at the Koulouqwinde, Kinemba and Koutouniokolla targets. A total of 80,493 metres of core drilling (DDH-SAB-10-619 to 948) and 22,527 metres of RC drilling (RC-SAB-10-663 to 846) were completed in FY 2010. The majority of reverse circulation and diamond drilling conducted by OJVG in 2010 focused on the lateral and vertical expansion and infill drilling for resource estimation purposes on the Golouma West, Golouma South, Masato, Kerekounda, Kourouloulou, Niakafiri Southeast, Niakafiri Southwest, and Kobokoto deposits. Systematic step-out holes at the Kerekounda prospect continued to intersect good intercepts of high-grade material, further indicating the potential for a resource with open-pit and underground mining possibilities, with a down-dip extent of at least 300 m and to as much as 600 m at Golouma West. A total of 22,408 metres of Reverse Air Blast (“RAB”) drill holes were also completed in 640 shallow holes as profiles across a number of laterite covered target areas on the Property including Mamakono, Maki Medina, Kinemba, Maleko and Kobokoto.


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22 In July of 2010 the Company announced the results of a Feasibility Study (“2010 Feasibility Study”) on the OJVG Gold Project. This study was completed by SRK Consulting (Canada) Inc. (“SRK”) and Ausenco Solutions Canada Ltd. (“Ausenco”) and included drilling up to January 2010 and addressed a number of the recommendations from SRK’s 2009 PFS. The results of the 2010 Feasibility Study were positive for the three economic cases evaluated in the study based on $880/oz, $1000/oz and $1200/oz gold prices. Using an $880/oz gold price, the economic analyses yielded a USD$74 million NPV at a 3% discount rate, 11.2% IRR and a 4 year payback period. Using a $1200/oz gold price, the study yielded a USD$361 million NPV at a 3% discount rate, 36.3% IRR and a 2 year payback period. The study outlined the OJVG Gold Project’s first mineral reserve estimate comprising 17.5 million tonnes, grading 2.52 g/t Au of combined open pit and underground Probable mineral reserves containing 1.42 million ounces of gold. In August of 2010 the Company contracted Ausenco to complete optimization studies based on the recommendations of the 2010 Feasibility Study. These studies included an evaluation of the costs and benefits of installing a primary crush stockpile and reclaim system and increasing the leach tank size. In October of 2010, Oromin announced the positive outcome of these two separate plant optimization studies. Both of these optimizations are expected to increase the annual gold production and the project NPV above those defined in the 2010 Feasibility Study. The expected increase to the project NPV as a result of these two optimizations ranges from $US23M to $US37.2M. In the fall of 2010 Ausenco was also engaged to examine the potential and viability of incorporating heap leach processing in paralle with the CIL plant proposed in the 2010 Feasibility Study. The outcome of the initial desk-top heap leach trade-off study would confirm whether there is sufficient heap leach material available on the OJVG Gold Project, to make this development option viable. The Company’s investment on the equity basis of accounting in the OJVG Gold Project increased by $16,875,490 net of project administration for the fiscal year ended February 28, 2011. Calendar year currently in progress Changes expected to influence our business during the current financial year are set out below. The OJVG shareholders have approved the calendar 2012 exploration budget as presented by Oromin Explorations Ltd., the Project Operator. For the January to December period of 2012, the total Project budget is set at US $ 6,365,000. Expenditures anticipated within this budget outline will include detailed soil geochemical sampling, prospecting and geological mapping at a number of recent and historic discoveries; updating of the Project’s mineral resources to include up to fourteen separate Deposits; and updating of the Project’s 2010 Feasibility Study for the four primary deposits of Golouma, Masato, Kerekounda and Kourouloulou. No significant amount of additional drilling is planned for the 2012 calendar year. Based on drilling completed to the end of 2011, Oromin contracted SRK in May to carry out mineral resource updates on the Masato, Golouma (formerly Golouma West and Golouma South), Kerekounda, Kourouloulou, Kobokoto, Maki Medina, Niakafiri Southeast and Niakafiri Southwest deposits and first time mineral resource estimates for Mamasato, Sekoto, Kouroundi, Kinemba, Kotouniokolla and Koulouqwinde. Once the mineral resource updates and estimates have been completed, Oromin has retained SRK and Ausenco to update the 2010 Feasibility Study in the latter half of 2012. During Q1 and Q2 of 2012, OJVG has conducted follow up surface exploration programs at a number of new and previously identified targets including Goumbati, Goumbati West, Masato Northeast, Dendifa West, Timtimol and Maki Medina East. **MINERAL RESERVE ESTIMATE** There are no current mineral reserves on the OJVG Gold Project. However the historical mineral reserve estimate completed as part of the 2010 Feasibility Study completed by SRK and Ausenco is still considered relevant. The 2010 Feasibility Study and associated reserves are deemed to be historic and out of date as they have been superseded by an updated mineral resource estimate completed by SRK in 2011. OJVG has engaged SRK and Ausenco to update the 2010 Feasibility Study. The expected completion date of the updated Feasibility Study is Q4, 2012.


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23 Heap Leach Desktop Study In the spring of 2011 Ausenco and SRK were contracted by OJVG to produce a Preliminary Economic Assessment (“PEA”) for a proposed heap leach operation to treat lower grade material that was not included in the 2010 Feasibility Study on the OJVG Gold Project. Inferred and Indicated lower grade oxide and fresh resources from five Masato Style Deposits (Niakafiri Southeast, Niakafiri Southwest, Maki Medina, Kobokoto and the low grade portion of the proposed Masato open pit) were assessed as potential sources of material that would be treated by heap leach methods. The PEA was completed during Q2, 2012 with the positive outcome announced on May 5, 2012. 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, a legislature with defined powers, an independent judiciary, and multiple political parties, and is notable as one of the few African states that has never experienced a coup d’état. In 2000, power was transferred peacefully in fully democratic elections, from former President Abdou Diouf to President Abdoulaye Wade, and in 2012 power was similarly transferred from President Wade to the new President, Macky Sall.. The president is elected by universal adult suffrage to a seven year term. The unicameral National Assembly has 120 members, who are elected separately from the president. 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 14 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. During the years 2000-2012, the administration advanced a liberal agenda for Sénégal, including privatisations and other market-opening measures. The country, nevertheless, has limited means with which to implement ambitious ideas. The liberalisation of the economy is proceeding. Sénégal continues to play a significant role in regional and international organisations. Recent administrations have made excellent relations with western democracies a high priority. There are presently in excess of 16 political parties, some 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. 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 vulnerable to variations in rainfall and changes in world commodity prices. With an external debt of USD$4.38 billion, and with its economic reform program on track, Sénégal has attained several milestones in the Heavily Indebted Poor Countries (HIPC) debt relief program from 2004 to date. Sénégal continues to lead the West African Economic and Monetary Union (“WAEMU”) countries in macroeconomic performance. For 2011, inflation was at 3.4%, and in most indicators, Sénégal conformed to the WAEMU monetary convergence criteria with a tax revenue to gross domestic product ratio of 22.8%, public investment to GDP ratio of 24.7%, a current account deficit of USD $1.425 billion, and an industrial production growth rate of 4.9%. Currently, there are no restrictions on the transfer or repatriation of capital and income earned, or investment financed with convertible foreign exchange. Economic assistance comes largely from France, the IMF, the World Bank, and the United States, with Canada, Italy, Japan, and Germany also providing assistance.


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24 Sénégal has well-developed port facilities, an international airport that serves as a regional hub serving numerous international airlines, and an advanced telecommunications infrastructure, including a fibre optics backbone and cellular phone penetration exceeding 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 OJVG, its exploration concession was renewed from 2005 through 2009 and in January 2010 was converted into a Mining License with a life of 15 years renewable thereafter if renewal conditions set out in the mining code are met. ITEM 4A.

   UNRESOLVED STAFF COMMENTS
 None. 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 minerals.

During the fiscal year ended February 29, 2012, the Company’s principal activities consisted solely of continuing the exploration of its OJVG mineral property in Sénégal. As set out in Note 5 to the accompanying financial statements, on the equity accounting basis the Company increased its investment in the OJVG project by $8,862,865. Expenditure at this project reflected a continuing strong level of exploration. The level of expenditure diminished from that of the prior fiscal year reflecting the completion of extensive and expensive engineering studies associated with the Feasibility Study completed in July 2010 and a reduction in drilling activity commensurate with the completion of feasibility.

During the fiscal year ended February 28, 2011, the Company’s principal activities consisted solely of continuing the exploration of its OJVG mineral property in Sénégal. As set out in Note 5 to the accompanying financial statements, on the equity accounting basis the Company increased its investment in the OJVG project by $16,875,490. Levels of expenditure at this project reflected a continuation of a robust pace of exploration as that project reached the full Feasibility Study stage in July 2010.

As at February 29, 2012, the Company had recorded on the equity basis of accounting a total investment of $76,371,325 with respect to its OJVG Property in Sénégal, an increase of $8,862,865 from the prior year’s investment. The major components of fiscal 2012 expenditures are set out, in respect of the 100% combined project interest, in Note 5 to the accompanying financial statements of which the largest components are as follows: drilling costs of $7,383,802 or 34% of the total; camp operation costs of $2,383,514 or11% of the total; contractor and geological staff costs of $2,052,096 or 9% of the total; sample analysis costs of $1,744,286 or 8% of the total; and social program costs of $1,502,934 or 7% of the total. The exploration activities for 2011 (fiscal year ended February 29, 2012) were focused principally on drilling and related sample analysis/assaying, and the development of additional targets, both as to extensions of established deposits and as to identification of new areas of interest.

As at February 28, 2011, the Company had recorded on the equity basis of accounting a total investment of $67,508,460 with respect to its OJVG Property in Sénégal, an increase of $16,875,490 from the prior year’s investment. The major components of fiscal 2011 expenditures are set out, in respect of the 100% combined project interest, in Note 5 to the accompanying financial statements of which the largest components are as follows: drilling costs of $17,416,654 or 47% of the total; engineering costs of $5,602,991 or 15% of the total; sample analysis costs of $3,300,694 or 9% of the total; camp operation costs of $2,852,720 or 8% of the total; and contractor and geological staff costs of $2,245,250 or 6% of the total. The exploration activities for 2010 (fiscal year ended February 28, 2011) were focused principally on drilling and related sample analysis/assaying, and on engineering costs of the Feasibility Study completed in July 2010.



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25 Fiscal Year Ended February 29, 2012 Compared to Fiscal Year Ended February 28, 2011 During the fiscal year ended February 29, 2012 the Company recorded a corporate advisory fee cost of ($1,941,571), an equity loss on its investment in OJVG of ($109,917), interest income of $105,565, a foreign exchange loss of ($1,948), project administration cost recoveries of $664,623 and a write-down of its oil and gas project of $(83,112). During the fiscal year ended February 28, 2011 the Company recorded a corporate advisory fee cost of ($2,807,405), an equity gain on its investment in OJVG of $123,000, interest income of $105,234, a foreign exchange loss of $(110,888), project administration fees of $495,647 and a write-down of its oil and gas project of $(1,443,355). The corporate advisory fee cost is highly variable and diminished in fiscal 2012 as agreed between the parties. The equity loss or gain in OJVG is largely dependent on foreign exchange effects in that entity’s accounting. Those FX effects tend to move in opposite directions in OJVG from those experienced in the Company’s FX transactions. Project administration fees increased due to higher levels of project costs and related administrative activities. Write-downs of project costs are highly variable depending on the results of impairment reviews. Expenses for the fiscal year ended February 29, 2012 were $6,514,266, up six per cent from $6,145,729 for the fiscal year ended February 28, 2011. However, there were wide variances in the line items. By far the most significant decrease was in stock-based compensation costs. This cost is highly variable depending on numbers of options granted and market and exercise prices at and preceding the date or dates of grant, together with prevailing risk-free interest rates – factors which have a significant effect on the volatility inputs to the option pricing model on which the costs recognized are based. The principal increases in other cost centres were for professional and consulting fees, for salaries and benefits, and for office and rent. Professional and consulting fees increased reflecting extensive financing and corporate planning activities. Salaries and benefits costs were commensurate with the ongoing scope and scale of the Company’s exploration activities, and include a significant bonus paid to the Company’s CEO. Office and rent increases were commensurate with the ongoing scope and scale of the Company’s exploration activities. Net loss for the fiscal year ended February 29, 2012 was $8,207,833 or $0.06 per share compared with a net loss for the fiscal year ended February 28, 2011 of $9,783,496 or $0.08 per share. The decrease in net loss is attributable principally to the reduction in write-down amount of the oil and gas project set out in Note 7 to the accompanying financial statements, to the reduction in the corporate advisory fee set out in Note 6, offset in part by increased operating expense as described in the preceding paragraph. The Company expects to continue to incur substantial net operating losses for the fiscal year ending February 28, 2013. B.

   Liquidity and Capital Resources


As set out in the consolidated statements of changes in equity, during the previous 2011 financial year the Company completed two major financings for gross proceeds of $30.3 million. These financing proceeds are an example of the Company’s sole external source of liquidity, namely, equity financings. During the last six financial years, the Company has had the benefit of gross proceeds of capital stock placements issued for cash of $15.7 million in fiscal 2007, $24.6 million in fiscal 2008, $0.7 million in fiscal 2009, $26.9 million in fiscal 2010, $30.3 million in fiscal 2011 and 0.9 million in fiscal 2012. These financings total $99.1 million raised in the past six years, a period which in substantial part was characterized by difficult conditions in the capital markets.

In management's view, given the nature of the Company's activities, which consist of the acquisition and exploration of resource properties, financial information concerning the Company’s current liquidity and capital resources is highly meaningful and material. 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 OJVG mineral project is located in Sénégal, and as a result the Company's operations 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 the OJVG gold project. The Company has not made use of any financial instruments for hedging purposes in the fiscal year ended



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26 February 29, 2012 or to the date of this report. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but plans and intends to continue with its share of exploration expenditures on the OJVG Property during the fiscal year ending February 28, 2013. 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 and development activities, the Company will be forced to curtail its exploration and development activities to a level for which funding is available or can be obtained. 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, other than in the case where the owners were to make a production decision on the OJVG gold project. In that case, the associated capital and other start-up costs would be extremely material, and require a high level of confidence in related financing being put in place. Material increases or decreases in the Company's liquidity will be substantially determined by the scope of exploration and, on a production decision being made, of development costs, on the Company’s resource project, and on the state of the capital markets. February 29, 2012 Compared to February 28, 2011 At February 29, 2012, the Company’s current assets totalled $4,351,095 compared to $17,415,376 at February 28, 2011, a decrease of $13.1 million. Of this decrease, $12.3 million or 94% is attributable to the changes in the Company’s cash balances as set out in the consolidated statement of cash flows. These in turn consist of net cash outflows for joint venture investments and joint venture advances, totalling $8.95 million; net cash consumed by operating activities of $4.3 million; and cash inflows of $0.9 million from the exercise of share purchase warrants and stock options. For the same periods, current liabilities reduced from $351,000 to $286,000, a change we do not regard as material. Included in the Company’s current liabilities were payables or accrued liabilities of $59,224 due to related parties as set out in Note 11 to the accompanying financial statements. The Company had working capital at February 29, 2012 of $4,064,839 compared to $17,064,272 at February 28, 2011. At both February 29, 2012 and February 28, 2011, the Company had no long-term debt. At February 29, 2012, the Company had total assets of $80,967,002 compared to $85,178,886 at February 28, 2011. The decrease arises essentially from the $12.3 million draw-down in cash described above, offset in part by the $8.9 million increase in our investment in the OJVG joint venture. Share capital as at February 29, 2012 was $112,455,628, a modest increase from $111,298,040 as at February 28, 2011, attributable to the transactions set out in the statement of changes in equity. The Company's largest cash outflows in the fiscal year ended February 29, 2012 resulted, as is the case every year, from net joint venture investments; for the year ended February 29, 2012 these were $8,862,865 as set out in the first table in Note 5 to the accompanying financial statements. The decrease of 47% from the prior year is principally attributable to the reduced drilling and engineering costs at the OJVG gold project as also set out in Note 5. The cash inflows for the year ended February 29, 2012 arose from the exercise proceeds of warrants and stock options, in the relatively modest total of $873,000. During the preceding financial year ended February 28, 2011 major financings in the public markets generated $28.6 million. No such financings were necessary in fiscal 2012.


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27 February 28, 2011 Compared to March 1, 2010 At February 28, 2011, the Company’s current assets totalled $17,415,376 compared to $10,318,584 at March 1, 2010 (the transition date to our commencing reporting our financial statements under IFRS). Of the increase of $7.1 million, $6.2 million or 87% is attributable to the changes in the Company’s cash balances as set out in the consolidated statement of cash flows. These in turn consist of net cash inflows of a net $28.6 million raised in two major financings in the public markets; net cash outflows for joint venture investments and joint venture advances totalling $17.0 million; and net cash consumed by operating activities of $5.0 million. Over the same periods, current liabilities reduced from $621,000 to $351,000. Included in the Company’s current liabilities were payables or accrued liabilities of $59,087 due to related parties as set out in Note 11 to the accompanying financial statements. The Company had working capital of at February 28, 2011 of $17,064,272 compared to $9,697,686 at March 1, 2010. At both February 28, 2011 and March 1, 2010, the Company had no long-term debt. At February 28, 2011, the Company had total assets of $85,178,886 compared to $62,334,331 at March 1, 2010. The increase of $22.8 million arises essentially from the net proceeds of the two significant financings carried out in the fiscal year, reduced by the Company’s net loss, including the write-down of its oil and gas interests. Share capital as at February 28, 2011 was $111,298,040, up from $82,876,200 as at March 1, 2010, attributable to the financings completed during the period, as set out in the statement of changes in equity. The Company's largest cash outflows in the fiscal year ended February 28, 2011 resulted, as is the case every year, from increased investment in the OJVG joint venture; for the year ended February 28, 2011 these were $17.0 million. The cash inflows for the year ended February 28, 2011 were characterized primarily by two large financings summarized in the statement of changes in equity that generated net cash proceeds of $27.7 million. Warrant and stock option exercise proceeds added a further $870,000. Outlook In the near term, the Company plans to continue its exploration activities on its OJVG Property with a view to assisting the owners in reaching a possible production decision. Accordingly, principal activities under way during the new fiscal year currently in progress are completing a comprehensive environmental and social impact assessment (as announced May 24, 2012), conducting an updated resource estimate scheduled for completion in Q3, and completing an updated full feasibility study scheduled for completion in Q4. Based on its existing working capital as of the date of this report, and on no production decision being taken this year, the Company does not expect to require additional financing for its currently held property during the fiscal year currently under way. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but plans and intends to continue with its share of exploration expenditures on the OJVG Property. The Company’s resource property is not in production and, therefore, does 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.

|  |                  
|- | -----------------
|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.



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28 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  This Annual Report on Form 20-F contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes’, or variations of such words and phrases or state that certain actions, events or results “may”, “can”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Oromin Explorations Ltd. to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk factors described in Item 3.D of this report on Form 20-F; risks related to the exploration and potential development of the Company’s OJVG mineral project; risks related to international operations; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; futures prices of gold and other precious and base metals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Oromin Explorations Ltd. does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. The Company’s mineral property is located in Sénégal and thus may be exposed to various and unpredictable levels of political, economic and other risks and uncertainties. The Company conducts operations through foreign subsidiaries which hold the rights to the mineral and hydrocarbon properties. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, expropriation of property, maintenance of tenure, environmental legislation, land use and land claims. Failure to comply with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements. ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  A.

   Directors and Senior Management


Derek Bartlett

Mr. Bartlett is a director of the Company and is the “lead director” of the independent directors. He has worked as a geologist and exploration manager for a number of international mining companies since 1966. Mr. Bartlett is a director of Cadman Resources Inc., Newport Gold Inc., Saville Resources Inc., and Waseco Resources Inc. and is currently the President of Newport Gold Inc. and Cadman Resources Inc. Mr. Bartlett is 72 years old.

Robert Brennan

Mr. Brennan is an independent director of the Company. He has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a staff accountant with Peat Marwick Mitchell, a predecessor firm of KPMG. Mr. Brennan is 51 years old.

Ian Brown

Mr. Brown is the Chief Financial Officer of the Company, appointed April 15, 2007. He holds a B.Comm. degree and is a Chartered Accountant, the Canadian equivalent of a CPA. He has been a financial executive with a wide array of public companies in the mining exploration industry since 1979. Mr. Brown is 64 years old.

Nell Dragovan

Ms. Dragovan is a director of the Company and is married to Mr. Idziszek. She is a financier with a long, successful history of organizing and financing junior resource companies in Canada. In 1980, she founded Corona Explorations which discovered the Hemlo gold deposits in Northern Ontario. Ms. Dragovan is also a director of Madison Minerals Inc. Ms. Dragovan is 62 years old.



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29 Chet Idziszek Mr. Idziszek is President and CEO and a director of the Company. Mr. Idziszek holds a Master of Applied Sciences degree from McGill University and has worked as an exploration geologist and exploration executive with numerous international mining companies for over 40 years. He has been recognized by his industry peers for his central role in the discovery and development of the Eskay Creek gold deposit in Canada, being designated “Mining Man of the Year” in 1990 and “Prospector of the Year” in 1994. He has also been recognized for his leadership of Adrian Resources Ltd. during its exploration and development of the Petaquilla copper-gold-molybdenum deposits in Panama. He was a director of Arequipa Resources Ltd. which discovered the Pierina gold deposit subsequently acquired by Barrick Gold Corp. in 1996 for USD $790 million. Since 2005 his principal focus has been the Company and its joint venture on the OJVG Gold Project in eastern Sénégal. This project reached the positive feasibility stage in 2010 and subsequently to date has established 3.32 million ounces of gold in indicated resources and 0.43 million ounces in inferred resources with ongoing and widespread scope for expansion. Mr. Idziszek is President, CEO and a director of Lund Gold Ltd. and Madison Minerals Inc. Mr. Idziszek is 64 years old and is the spouse of Ms. Dragovan. Kenneth Kuchling Mr. Kuchling is a Professional Engineer and is Vice President of Engineering for the Company. He holds a Bachelor of Engineering (Mining) degree from McGill University and a Masters of Engineering (Mining) degree from the University of British Columbia. His engineering background consists of 30 years experience with various commodities and in various locations globally. He has been employed both at mining operations and in the consulting industry and has previously been responsible for the management of scoping and feasibility studies. Mr. Kuchling is 54 years old. David Mallo Mr. Mallo is Vice-President, Exploration of the Company. He holds the degree Bachelor of Science from Brandon University, has extensive public company experience and has served as a director of several publicly traded junior resource companies. Mr. Mallo is 53 years old. Robert Sibthorpe Mr. Sibthorpe is a director of the Company. He holds a B.Sc. in geology and an MBA from the University of Toronto. He 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 and exploration company executive. Mr. Sibthorpe is currently a director of Madison Minerals Inc, Midnight Sun Mining Corp. and TTM Resources Inc, and is currently CEO and a director of Roxgold Inc. Mr. Sibthorpe is 63 years old. James G. Stewart Mr. Stewart is a director and the Secretary of the Company. He is a lawyer who has practised law both in 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 a director and senior officer of Lund Gold Ltd., Madison Minerals Inc. and Salmon River Resources Ltd. He is currently a director of Bayswater Uranium Corporation, Kingsman Resources Inc. and Paget Minerals Corp. Mr. Stewart is 54 years old.


30 Aziz Sy Mr. Sy is the Vice President – Sénégal Operations of the Company. He is a geologist engineer who holds both an M.Sc and an MBA from the Université du Québec. He is a former Senior Manager for Lonmin Plc responsible for exploration and business development of PGE and gold projects in Gabon and West Africa. He also was formerly Randgold Resources Limited’s Country & Exploration Manager for Sénégal where he played a crucial role in establishing Randgold in Sénégal, building an all-Sénégalese exploration team and a quality portfolio of exploration permits that let to Randgold’s discovery of its Massawa gold deposit. He was also a member of the exploration team involved in Randgold’s discovery of the Morila gold deposit in southern Mali. Mr. Sy is 43 years old. Douglas Turnbull Mr. Turnbull is a director of the Company. He 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 is a director of Astur Gold Corp., Comstock Metals Ltd., Grizzly Discoveries Inc., and La Ronge Gold Corp. He has been the President of Lakehead since 1992 and is 49 years old. B.

   Compensation
 The following table sets out compensation by way of salary or director’s fee, professional and consulting fees, and bonuses paid to the Company’s senior management and to its directors for the last full financial year. Salary or

   Professional anddirector’s fee

   consulting fees

   BonusName

   Position

   $

   $

   $Derek Bartlett

   Lead director

   39,000

   nil

   nilRobert Brennan

   Director

   27,000

   nil

   nilIan Brown

   Chief financial officer

   183,648

   nil

   35,000Nell Dragovan

   Director

   170,952

   nil

   10,000Chet Idziszek

   President, CEO and Chairman of the Board

   211,968

   nil

   320,835Ken Kuchling

   Vice President of Engineering

   nil

   15,730

   nilDavid Mallo

   Vice President, Exploration

   nil

   210,120

   10,000Robert Sibthorpe

   Director

   27,000

   nil

   nilJames Stewart

   Director and Corporate Secretary

   nil

   344,250

   10,000Abdoul Aziz Sy

   Vice President of Sénégal Operations

   nil

   232,400*

   110,000*Douglas Turnbull

   Director

   nil

   139,090

   10,000
 *In US dollarsProfessional and consulting fees are payable to professional service firms owned by the recipients. Bonuses are paid on an annual basis, or, at the discretion of the Board of Directors, more frequently, to employees and to service providers who provide a majority of their services to the Company. With the exception, in the financial year ended February 29, 2012 in the case of Messrs. Idziszek and Brown, the bonuses are a flat-rate year-end amount set by the Board of Directors annually reflecting overall achievement of the Company’s objectives. Mr. Brown’s bonus was set at a larger amount by the Board of Directors. Mr. Idziszek’s bonus for the financial year ended February 29, 2012 includes a) a year-end amount of $10,000, and b) the amount of $310,835 awarded by the Board on the recommendation of the Corporate Governance and Compensation Committee in recognition of the CEO’s exemplary performance in closing two financings with gross proceeds of $30,250,000 in August and November 2010.


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31 The following sets out compensation effected by the grant of stock options for the last full financial year. Number ofDate of option

   common share

   Exercise price

   Expiration date ofName

   Position

   grant

   options granted

   $

   optionDerek Bartlett

   Lead director

   March 3, 2011

   150,000

   1.30

   March 3, 2016Robert Brennan

   Director

   March 3, 2011

   250,000

   1.30

   March 3, 2016Ian Brown

   Chief financial officer

   March 3, 2011

   260,000

   1.30

   March 3, 2016Nell Dragovan

   Director

   March 3, 2011

   225,000

   1.30

   March 3, 2016Chet Idziszek

   President, CEO and Chairman of the Board

   March 3, 2011

   700,000

   1.30

   March 3, 2016Ken Kuchling

   Vice President of Engineering

   March 3, 2011

   115,000

   1.30

   March 3, 2016David Mallo

   Vice President, Exploration

   March 3, 2011

   335,000

   1.30

   March 3, 2016Robert Sibthorpe

   Director

   March 3, 2011

   150,000

   1.30

   March 3, 2016James Stewart

   Director and Corporate Secretary

   March 3, 2011

   275,000*

   1.30

   March 3, 2016Abdoul Aziz Sy

   Vice President of Sénégal Operations

   March 3, 2011

   200,000

   1.30

   March 3, 2016Douglas Turnbull

   Director

   March 3, 2011

   210,000

   1.30

   March 3, 2016
 * - These options were granted in the name of J. G. Stewart Law Corporation Ltd. Termination and Change of Control Benefits The Company has entered into employee retention agreements with each of Chet Idziszek, Ian Brown, Nell Dragovan and David Mallo, and a consultant retention agreement with James Stewart (collectively, the “Retention Agreements”) which require disclosure in the Company’s home jurisdiction, the Province of British Columbia. Each employee retention agreement also contains confidentiality and non-solicitation covenants in favour of the Company. A copy of each of these agreements is provided in the Exhibits appended to this annual report.


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32 Description of Retention Agreements Chet Idziszek The employee retention agreement with Chet Idziszek will remain in effect for so long as Chet Idziszek remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The employee retention agreement will expire should Chet Idziszek resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Chet Idziszek with the Company, and provided that Chet Idziszek is not offered employment or does not accept an offer of employment that is the same or similar to his employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of a Change in Control (the “New Company Owner”), Chet Idziszek will receive from the Company a retention payment (“Retention Payment”) from the Company calculated as follows: a lump sum payment equal to 16 months’ base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to Chet Idziszek during the past three years of employment, dividing the total amount by 36 and multiplying the result by 16. The Retention Payment will be paid to Chet Idziszek in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Chet Idziszek will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that Chet Idziszek resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Chet Idziszek will be provided by the Company with a separation payment (the “Separation Payment”). The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 8 months of salary and bonuses. The Separation Payment will be paid to Chet Idziszek in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Chet Idziszek from his employment with the New Company Owner. In the event Chet Idziszek’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Chet Idziszek. James Stewart The consultant retention agreement with James Stewart will remain in effect for so long as James Stewart remains a consultant to the Company and afterwards to the extent specified under the terms of the retention agreement. The consultant retention agreement will expire should James Stewart resign his consultancy with the Company or be terminated for Cause (as defined in the consultant retention agreement) by the Company prior to a Change in Control (as defined in the consultant retention agreement). In the event of a Change in Control (as defined in the consultant retention agreement) which results in or leads to the termination of the consultancy of James Stewart with the Company, and provided that James Stewart is not offered a consultancy or does not accept an offer of consultancy in a position that is the same or similar to his consultancy with the Company (the “Comparable Consultancy”) with New Company Owner, James Stewart will receive a Retention Payment from the Company calculated as follows: a lump sum payment equal to 12.5 months’ base salary and the equivalent of 12.5 months of bonuses calculated by totalling the average of the annual bonuses paid to James Stewart during the past three years of employment, dividing the total amount by 36 and multiplying the result by 12.5. The Retention Payment will be paid to James Stewart in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. James Stewart will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Consultancy with the New Company Owner. In the event that James Stewart resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, James Stewart will be provided by the Company with a Separation. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 6 months of salary and bonuses. The Separation Payment will be paid to James Stewart in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of James Stewart from his employment with the New Company Owner. In the event James Stewart’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to James Stewart. Ian Brown The employee retention agreement with Ian Brown will remain in effect for so long as Ian Brown remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should Ian Brown resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement).


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33 In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Ian Brown with the Company, and provided that Ian Brown is not offered Comparable Employment with the New Company Owner, Ian Brown will receive from the Company a Retention Payment from the Company calculated as follows: a lump sum payment equal to 6 months’ base salary and the equivalent of 6 months of bonuses calculated by totalling the average of the annual bonuses paid to Ian Brown during the past three years of employment, dividing the total amount by 36 and multiplying the result by 6. The Retention Payment will be paid to Ian Brown in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Ian Brown will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that Ian Brown resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Ian Brown will be provided by the Company with a Separation. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 3 months of salary and bonuses. The Separation Payment will be paid to Ian Brown in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Ian Brown from his employment with the New Company Owner. In the event Ian Brown’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Ian Brown. Nell Dragovan The employee retention agreement with Nell Dragovan will remain in effect for so long as Nell Dragovan remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should Nell Dragovan resign her employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Nell Dragovan with the Company, and provided that Nell Dragovan is not offered Comparable Employment with the New Company Owner, Nell Dragovan will receive from the Company a Retention Payment from the Company, calculated as follows: a lump sum payment equal to 14 months’ base salary and the equivalent of 14 months of bonuses calculated by totalling the average of the annual bonuses paid to Nell Dragovan during the past three years of employment, dividing the total amount by 36 and multiplying the result by 14. The Retention Payment will be paid to Nell Dragovan in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Nell Dragovan will not be entitled to provision of the Retention Payment when she is offered and accepts Comparable Employment with the New Company Owner. In the event that Nell Dragovan resigns from her employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Nell Dragovan will be provided by the Company with a Separation payment. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 7 months of salary and bonuses. The Separation Payment will be paid to Nell Dragovan in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Nell Dragovan from her employment with the New Company Owner. In the event Nell Dragovan’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Nell Dragovan. David Mallo The employee retention agreement with David Mallo will remain in effect for so long as David Mallo remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should David Mallo resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of David Mallo with the Company, and provided that David Mallo is not offered Comparable Employment with the New Company Owner, David Mallo will receive from the Company a Retention Payment from the Company, which is calculated as follows: a lump sum payment equal to 16 months’ base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to David


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34 Mallo during the past three years of employment, dividing the total amount by 36 and multiplying the result by 14. The Retention Payment will be paid to David Mallo in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. David Mallo will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that David Mallo resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, David Mallo will be provided by the Company with a Separation Payment. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 8 months of salary and bonuses. The Separation Payment will be paid to David Mallo in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of David Mallo from his employment with the New Company Owner. In the event David Mallo’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to David Mallo. 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. 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. The Company’s Audit Committee is comprised of Derek Bartlett, Robert Brennan (Chairman) 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 operates under an Audit Committee Charter which provides for numerous factors such as establishing the independence of the Company’s auditors, review of the audited financial statements of the Company, liaising with the Company’s auditors and recommending 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 Committee, the Board of Directors or the shareholders of the Company. D.

   Employees
 During the fiscal years ended February 29, 2012 and February 28, 2011, the Company had an average of approximately 220 employees of whom ten worked out of the Company’s head office, ten worked out of the Company’s Dakar office and approximately 200 worked based at the Company’s OJVG exploration camp. Of the average of 220 employees, 20 worked in management and supervisory roles (4 in Canada and 16 in Sénégal), 7 in secretarial roles (3 in Canada and 4 in Sénégal), 5 in accounting roles (2 in Canada and 3 in Sénégal), 5 as support workers (in Sénégal) and the balance worked as mineral explorationists (1 in Canada and the rest in Sénégal). Of those, 6 were employed as geologists and 2 as medical personnel while the approximately 205 others were skilled, semi-skilled or unskilled labourers.


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35 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 to purchase common shares of the Company held by such persons:  Number of Common
          
          Number of Options
          
          Beneficial
          Exercise
          Expiry DateShares Held at
          
          Outstanding at
          
          Percentage
          PriceName
          July 11, 2012
          
          July 11, 2012
          
          Ownership1Derek Bartlett
          nil
          
          325,000
          
          0.35%
          $0.92
          August 24, 2015150,000
          
          
          $1.30
          March 3, 2016Robert Brennan
          1,214,523
          
          40,000
          
          1.46%
          $0.65
          March 31, 2015500,000
          
          
          $0.92
          August 24, 2015250,000
          
          
          $1.30
          March 3, 2016Ian D. Brown
          nil
          
          40,000
          
          0.55%
          $0.65
          March 31, 2015450,000
          
          
          $0.92
          August 24, 2015260,000
          
          
          $1.30
          March 3, 2016Nell Dragovan
          2,155,904
          
          25,000
          
          2.01%
          $0.65
          March 31, 2015350,000
          
          
          $0.92
          August 24, 2015225,000
          
          
          $1.30
          March 3, 2016Chet Idziszek
          6,791,137
          
          75,000
          
          6.36%
          $0.65
          March 31, 20151,250,000
          
          
          $0.92
          August 24, 2015700,000
          
          
          $1.30
          March 3, 2016Ken Kuchling
          nil
          
          75,000
          
          0.14%
          $0.90
          October 7, 2014115,000
          
          
          $1.30
          March 3, 2016David Mallo
          81,500
          
          40,000
          
          0.75%
          $0.65
          March 31, 2015575,000
          
          
          $0.92
          August 24, 2015335,000
          
          
          $1.30
          March 3, 2016Robert Sibthorpe
          nil
          
          325,000
          
          0.35%
          $0.92
          August 24, 2015150,000
          
          
          $1.30
          March 3, 2016J.G. Stewart
          746,377
          
          50,000
          
          1.05%
          $0.65
          March 31, 2015375,000
          
          
          $0.92
          August 24, 2015275,000
          
          
          $1.30
          March 3, 2016Abdoul Aziz Sy
          1,000
          
          100,000
          
          0.22%
          $0.65
          March 31, 2015200,000
          
          
          $1.30
          March 3, 2016Douglas Turnbull
          52,000
          
          40,000
          
          0.48%
          $0.65
          March 31, 2015350,000
          
          
          $0.92
          August 24, 2015210,000
          
          
          $1.30
          March 3, 2016Total:
          11,042,441
          
          7,855,000
          
          13.72%
 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 July 11, 2012 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 136,563,218 Common Shares outstanding as of July 11, 2012. ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  A.

   Major Shareholders
 The following table sets forth the share ownership of those persons beneficially owning 5% or more of the Company’s common shares held by such persons: Number of Common Shares Held at

   Percentage of Common SharesName

   July 11, 2012

   Outstanding at July 11, 2012IAMGOLD Corporation

   16,088,636

   11.78%Teranga Gold Corporation

   18,699,500

   13.69%
 IAMGOLD Corporation acquired its shares pursuant to a private placement in the Company which closed June 19, 2009. Teranga Gold Corporation acquired its shares in December 2010 as a result of a corporate reorganization of Mineral Deposits Limited (“MDL”) in which MDL transferred its shares to Teranga. MDL announced the acquisition of


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36 its shares in August 2010 and the Company believes these shares were acquired in an off-market transaction. The current Teranga holding is unchanged from the number of shares announced by MDL in August 2010. 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. Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc., of 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada, as at June 8, 2012 there were 136,563,218 common shares of the Company issued and outstanding. At such date there were 143 registered holders of the Company's common shares resident in the United States, holding an aggregate 15,721,499 common shares, including 13,008,597 shares held by Cede & Co. This number represents approximately 11.51% of the total issued and outstanding common shares of the Company as at June 8, 2012. 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 8, 2012 there were 1,645 beneficial holders, holding an aggregate 32,740,718 common shares. This number represents approximately 23.97% of the total issued and outstanding common shares of the Company as at June 8, 2012. Including the 13,008,597shares 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 1,788 holders holding an aggregate 48,462,217 common shares. This number represents approximately 35.49% of the total issued and outstanding common shares of the Company as at June 8, 2012. B.

   Related Party Transactions
 Other than as set out in Notes 11 and 18 to the accompanying financial statements, there were no material transactions in the fiscal year ended February 29, 2012 or to the date of this report, or proposed material transactions between the Company or any of its subsidiaries and: (a)

   enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;(b)

   associates;(c)

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

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

   enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such 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.  C.

   Interests of Experts and Counsel
 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 section.


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37 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 29, 2012 that contain an Independent Auditor’s Report dated July 11, 2012, Consolidated Statement of Financial Position as at February 29, 2012, February 28, 2011 and March 1, 2010, Consolidated Statements of Comprehensive Loss for the Fiscal Years Ended February 29, 2012 and February 28, 2011, Consolidated Statements of Changes in Equity for the Fiscal Years Ended February 29, 2012 and February 28, 2011, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 29, 2012 and February 28, 2011, and Notes to the Consolidated Financial Statements. This Annual Report also contains the financial statements for the Company’s significant equity investee, Oromin Joint Venture Group Ltd. (“OJVG”) for the fiscal year ended February 29, 2012 that contain an Independent Auditor’s Report dated July 11, 2012, Statement of Financial Position as at February 29, 2012 and February 28, 2011, Statements of Comprehensive Loss for the Fiscal Years Ended February 29, 2012 and February 28, 2011, Statements of Changes in Equity for the Fiscal Years Ended February 29, 2012 and February 28, 2011, Statements of Cash Flows for the Fiscal Years Ended February 29, 2012 and February 28, 2011, and Notes to the Financial Statements. B.

   Significant Changes
 No significant changes have occurred since the date of the annual financial statements included in this Annual Report on Form 20-F. 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 Toronto Stock Exchange (“TSX”) for each of the most recent six months, each fiscal quarter in each of the last two full years and subsequent period and each of the last five full financial years are as follows: High

   LowFiscal year 2012-2013June 2012

   $0.70

   $0.49May 2012

   $0.74

   $0.47April 2012

   $0.92

   $0.71March 2012

   $0.95

   $0.80February 2012

   $1.05

   $0.82January 2012

   $1.15

   $0.98First Quarter

   $0.95

   $0.472011

   $1.36

   $0.77Fourth Quarter

   $1.20

   $0.77Third Quarter

   $1.24

   $0.83Second Quarter

   $1.19

   $0.80First Quarter

   $1.36

   $0.952010

   $1.43

   $0.58Fourth Quarter

   $0.93

   $0.66Third Quarter

   $1.02

   $0.79Second Quarter

   $1.43

   $0.70First Quarter

   $0.94

   $0.582009

   $3.42

   $0.3852008

   $4.15

   $2.072007

   $4.18

   $1.30
 The closing price of the Company's common shares on the TSX Exchange on July 11, 2012 was $0.51. The Company’s common shares were listed on the NASD Over-the-Counter Bulletin Board on October 5, 2006. The high and low sale prices for the common shares of the Company on the Over-the-Counter Bulletin Board for each of the most recent six months and each full financial quarter since the listing date are as follows: High

   Low


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38 High

   LowFiscal year 2012-2013June 2012

   US$0.6700

   US$0.4800May 2012

   US$0.7445

   US$0.4900April 2012

   US$0.9300

   US$0.7260March 2012

   US$0.9200

   US$0.8104February 2012

   US$1.0600

   US$0.8310January 2012

   US$1.1200

   US$0.9900First Quarter

   US$0.9300

   US$0.49002011

   US$1.4000

   US$0.7640Fourth Quarter

   US$1.1900

   US$0.7640Third Quarter

   US$1.2396

   US$0.7950Second Quarter

   US$1.2100

   US$0.8260First Quarter

   US$1.4000

   US$0.99002010

   US$1.3000

   US$0.4700Fourth Quarter

   US$0.8900

   US$0.6070Third Quarter

   US$0.9700

   US$0.7448Second Quarter

   US$1.3000

   US$0.6000First Quarter

   US$0.7490

   US$0.47002009

   US$3.4800

   US$0.31002008

   US$4.1000

   US$1.9800Fourth Quarter 2007

   US$3.6900

   US$1.5200
 The closing price of the Company’s common shares on the Over–the-Counter Bulletin Board on July 11, 2012 was US$0.51. B.

   Plan of Distribution
 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 section. C.

   Markets
 The common shares of the Company have traded on the TSX Venture Exchange or its predecessor exchanges, or on the Toronto Stock Exchange, since November 6, 1981. They traded under the symbol “OLE” on the TSX Venture Exchange until December 15, 2008. On December 16, 2008 the common shares of the Company commenced trading on the Toronto Stock Exchange, also under the symbol “OLE”. The common shares of the Company have traded on the NASD Over-the-Counter Bulletin Board since October 5, 2006 under the symbol “OLEPF”.


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39 D.
      Selling Stockholders
 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 section. E.
      Dilution
 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 section. F.
      Expenses of the Issue
 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 section. ITEM 10.

   ADDITIONAL INFORMATION
  A.

   Share Capital
 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 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. 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.


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40 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, rateably, 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
 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 OJVG Property, a 230 square kilometre property in the Republic of Sénégal. The OJVG was 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. In order to acquire a 100% interest in the OJVG Property, the OJVG was required to spend at least USD$8 million on exploration of the OJVG Property by April 17, 2007 which it has done. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), Sabodala Holding Limited (“SHL”) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Property has been assigned the OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the current Mining Convention by requiring the spending of an additional USD$12 million during the extension period –which condition has been met. Thereafter, OJVG Ltd. had ten months (to October 22, 2009) to complete a preliminary


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41 Feasibility Study on the project, at which point the concession could be converted to an exploitation concession. The preliminary Feasibility Study was completed in August 2009, meeting this condition. Upon conversion of the concession from an exploration to an exploitation concession, OVJG Ltd. must establish an operating company to further develop the OJVG Property and is obliged to offer to Sénégalese nationals the right to purchase up to 25% of such operating company at a price determined by an independent valuator. On January 26, 2010, OJVG was granted a mining licence for the OJVG Property. The mining licence is for a term of fifteen years and will permit OJVG to begin mining operations in accordance with recommendations of the Feasibility Study authored by SRK Consulting and Ausenco Limited and completed in July 2010 – subject to the making of a production decision of the owners, a step which has not to date occurred. OJVG is in the process of establishing an operating company to undertake the development of the OJVG Property as required by the Mining Convention as disclosed above. The operating company will be owned by OJVG as to 90% and by the Government of Sénégal as to 10% subject to the requirement to offer to Sénégalese nationals the right to purchase up to 25% of such operating company set out above. The interest to be owned by the Government of Sénégal is fully carried and the Government of Sénégal is also entitled to royalties equal to 3% of net smelter returns. 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


---

42 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. The following investments by non-Canadians are subject to notification under the Act: 1.

   an investment to establish a new Canadian business; and2.

   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; and5.

   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.


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43 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”). 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


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44 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. 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.


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45 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. 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.


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46 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. 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.


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47 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. 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


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48 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. 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.


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49 F.
      Dividends and Paying Agents
 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 section. G.
      Statements by Experts
 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 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, Canada, 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. ITEM 11.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 The Company believes the disclosure requirements set out in this item of Form 20-F are sufficiently met by reproducing here the contents of Note 15 to the consolidated financial statements, “Financial Risk Management”. This content is as follows: The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, equity market risk, interest rate risk and credit risk. The Company’s objective with respect to financial instrument risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial instrument risks are mitigated to acceptable levels. Foreign currency risk Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash in United States dollars (USD) however at February 29, 2012 the Company’s exposure to exchange rate changes for the USD was not material. To date the Company has elected not to hedge its USD exposures by futures or options strategies. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 29, 2012 the Company held cash resources of $3,927,251 and had accounts payable and accrued liabilities of $286,256 and was able to meet its obligations as they became due. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on management’s ability to raise the funds required through future equity financings. If such funds cannot be raised, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned joint venture investment and corporate activities and anticipating investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings. Equity market risk The Company is exposed to equity price risk arising from its investments, which are marketable securities classified as available-for-sale. The Company’s maximum exposure to equity price risk is the carrying value of its investments. Interest rate risk The Company’s exposure to interest rate risk is not material. The natures of its financial instruments do not lead to any material risk that their fair values or future cash flows will fluctuate because of changes in market interest rates. Credit risk Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank. The Company’s material


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50 receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. ITEM 12.

   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 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. PART II ITEM 13.

   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company. ITEM 14.

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


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51 EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is collected and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, the fiscal year ended February 29, 2012 an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in providing reasonable assurance that material information required to be disclosed in the reports that management files and submits under the Exchange Act, is recorded, processed summarized and reported within the time periods specified in the SEC rules and forms. It should be noted that while the Company’s chief executive officer and chief financial officer believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible to the Board of Directors for the preparation of financial statements of the Company. These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB and necessarily include some amounts based on estimates and judgments. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. Management has assessed the effectiveness of the Company’s internal control over financing reporting as at February 29, 2012. In making the assessment, management has used the criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the Company’s internal control over financial reporting. Based on this assessment, management has identified the following material weaknesses and included in management’s assessment: (i) the Company’s entity-level controls, specifically its whistleblower process, is not appropriately designed nor implemented effectively and its code of conduct is not distributed to key employees; (ii) the financial reporting period end close process has a material weakness resulting from an aggregate of deficiencies related to the preparation, review and approval of account analyses, summaries and reconciliations. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In order to remediate the first material weakness, the Company has commenced implementing a whistleblower policy to address how complaints can be communicated,


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52 investigated and resolved, with the ability to provide for anonymity and protection for the complainant, and has initiated a process to distribute and require acknowledgment of its code of conduct on at least an annual basis to key employees. The second material weakness consisted of inadequate procedures to verify the appropriateness of period-end balances. In order to remediate the second material weakness, the Company will implement specific measures within its financial reporting process that will require detailed analysis, review and assessment of the reasonableness of period-end balances and use of estimates. Detailed project assessments will be conducted to ensure that those matters that may have accounting and financial disclosure impacts are identified appropriately. The Company has increased its use of contract professional accounting assistance in the fiscal year currently under way to support the remediation of this second material weakness. As a result, management concluded that the Company’s internal control over financial reporting was not effective as at February 29, 2012. The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended February 29, 2012. In this report, the Company’s independent registered public accounting firm, Davidson & Company LLP, Chartered Accountants, in Vancouver, BC, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended February 29, 2012. Davidson & Company LLP has audited the Company’s financial statements included in this Annual Report on Form 20-F and has issued an attestation report on the Company’s internal control over financial reporting. The Auditor’s Attestation Report is included in the Company’s financial statements, attached hereto as Exhibit page F-4. Other than the findings described above, there were no significant changes in the Company’s internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation. ITEM 16.

   [RESERVED]ITEM 16A.

   AUDIT COMMITTEE FINANCIAL EXPERTS
 The Company has determined that Robert Sibthorpe qualifies as an “audit committee financial expert” and is independent as that term is defined in the listing standards of the National Association of Securities Dealers. Mr. Sibthorpe holds a B.Sc. in geology and an MBA 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, whose address is Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. ITEM 16C.

  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 During the fiscal years ended February 29, 2012 and February 28, 2011, the Company was billed the following amounts of fees to Davidson & Company, the Company’s principal accountants, for the following categories of services: Type of Fees

   Fiscal 2012 Amount Billed

   Fiscal 2011 Amount BilledAudit fees

   $150,000

   $130,000Audit-related fees

   $20,000

   $30,000Tax fees

   $9,400

   $14,700


---

53All other fees

   nil

   nilTotal fees

   $179,400

  $174,700
 Audit-related fees were billed for the auditors’ participation in prospectus-related due diligence. Tax fees were billed for tax compliance services including tax return preparation. 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. 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 29, 2012, which is the period covered by this Annual Report on Form 20-F. ITEM 16E.

   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 There were no such purchases; accordingly, the information referred to in this Item is not required for the fiscal year ended February 29, 2012, which is the period covered by this Annual Report on Form 20-F. 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 IFRS as issued by the IASB and are expressed in Canadian dollars. For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see page 13 of this Annual Report. ITEM 18.

   FINANCIAL STATEMENTS
 Not applicable ITEM 19.

   EXHIBITS
  (a)

   Financial Statements
  Description of Document

   Page No.Oromin Explorations Ltd.Cover Sheet

   F-1Independent Auditors’ Report dated July 11, 2012

   F 2Independent Auditors’ Report dated July 11, 2012

   F-4Consolidated Statements of Financial Position as at February 29, 2012, February 28, 2011 and March 1, 2010

   F-6Consolidated Statements of Comprehensive Loss for the Years Ended February 29, 2012 and February 28, 2011

   F-7Consolidated Statements of Changes in Equity for the Years Ended February 29, 2012 and February 28, 2011

  F-8


---

54Description of Document

   Page No.Consolidated Statements of Cash Flows for the Years Ended February 29, 2012 and February 28, 2011

   F-9Notes to the Consolidated Financial Statements

   F-10Oromin Joint Venture Group Ltd.Cover Sheet

   F-39Independent Auditors’ Report dated July 11, 2012

   F-40Statements of Financial Position as at February 29, 2012 and February 28, 2011

   F-42Statements of Comprehensive Income (Loss) for the Years ended February 29, 2012 and February 28, 2011

   F-43Statements of Changes in Shareholders’ Deficiency for the years ended February 29, 2012 and February 28, 2011

   F-44Statements of Cash Flows for the Years ended February 29, 2012 and February 28, 2011

   F-45Notes to Financial Statements

   F-46
  (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.*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 OJVG (formerly 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


---

55*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*4.M.

   Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.*4.N.

   Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited*4.O.

   Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.P.

   Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited.*4.Q.

   Ministry of Energy and Mines, Republic of Sénégal, Transfer and Extension Decree, dated February 7, 2007 for the OJVG (formerly Sabodala) Property*4.R.

   Certificate of Incorporation – Sabodala Holding Limited*4.S.

   Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil*4.T.

   Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina*4.U.

   Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind*4.V.

   Shareholder Rights Plan dated June 27, 2008*4.W.

   Share Compensation Plan dated July 29, 2008*4.X.

   Stock Option Plan dated July 29, 2008*4.Y.

   Amended Stock Option Plan dated July 14, 2009*4.Z.

   Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A.*4.AA.

   English translation of the Extension to the Mining Convention for the OJVG (formerly Sabodala) Project, dated December 31, 2008*4.BB

   English translation of the Mining License for the OJVG Project dated January 26, 2010*

   Official French Version, in pdf format only, of the Mining License for the OJVG Project, dated January 26, 2010 is attached as a link in the Exhibit Index5.A

   Stock Option Plan dated July 14, 2009 (as amended March 1, 2011)

   E-462


---

565.B.

   English translation of Rider Number 1 to the Mining Convention, dated March 28, 2011

   E-485Official French version, in pdf format only, of Rider Number 1 to the Mining Convention, dated March 28, 2011 is attached as a link in the Exhibit Index5.C.

   English translation of Rider Number 2 to the Mining Convention, dated September 23, 2011

   E-492Official French version, in pdf format only, of Rider Number 2 to the Mining Convention, dated September 28, 2011 is attached as a link in the Exhibit Index5.D.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated October 28, 2011

   E-4975.E.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated October 28, 2011

   E-5045.F.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated October 28, 2011

   E-5115.G.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated October 28, 2011

   E-5185.H.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated October 28, 2011

   E-52512.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.112.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.213.1

   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-13.113.2

   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-13.2


---

57 SIGNATURES The Registrant hereby certifies that it meets all of the requirements for filing on 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 11thday of July, 2012 OROMIN EXPLORATIONS LTD. “Chet Idziszek” Per: (signed) Chet Idziszek Title: President


---

58EXHIBIT INDEXExhibit 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 OJVG (formerly 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*4.M.

   Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.*4.N.

   Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited*4.O.

   Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.P.

   Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.Q.

   Ministry of Energy and Mines, Republic of Sénégal, Transfer and Extension Decree, dated February 7, 2007 for the OJVG (formerly Sabodala) Property


---

59*4.R.

   Certificate of Incorporation – Sabodala Holding Limited*4.S.

   Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil*4.T.

   Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina*4.U.

   Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind*4.V.

   Shareholder Rights Plan dated June 27, 2008*4.W.

   Share Compensation Plan dated July 29, 2008*4.X.

   Stock Option Plan dated July 29, 2008*4.Y.

   Amended Stock Option Plan dated July 14, 2009*4.Z.

   Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A.*4.AA.

   English translation of the Extension to the Mining Convention for the OJVG (formerly Sabodala) Project, dated December 31, 2008*4.BB

   English translation of the Mining License for the OJVG Project, dated January 26, 2010*

   Official French Version, in pdf format only, of the Mining License for theOJVG Project, dated January 26, 2010 is attached here as a link.5.A

   Stock Option Plan dated July 14, 2009 (as amended March 1, 2011)

   E-4625.B.

   English translation of Rider Number 1 to the Mining Convention, dated March 28, 2011

   E-485Official French version, in pdf format only, of Rider Number 1 to the Mining Convention, dated March 28, 2011 is attached as a link in the Exhibit Index5.C.

   English translation of Rider Number 2 to the Mining Convention, dated September 28, 2011

   E-492Official French version, in pdf format only, of Rider Number 2 to the Mining Convention, dated September 23, 2011 is attached as a link in the Exhibit Index5.D.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated October 28, 2011

   E-4975.E.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated October 28, 2011

   E-5045.F.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated October 28, 2011

  E-511


---

605.G.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated October 28, 2011

   E-5185.H.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated October 28, 2011

   E-52512.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.112.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.213.1

   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-13.113.2

   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-13.2*

   These exhibits were previously filed with the Company’s Registration Statement or a previous Annual Report on Form 20-F (file no. 30614).
       Oromin Explorations Ltd.Consolidated Financial Statements February 29, 2012Expressed in Canadian Dollars F-1
    INDEPENDENT AUDITORS' REPORT To the Shareholders ofOromin Explorations Ltd. We have audited the accompanying consolidated financial statements of Oromin Explorations Ltd. which comprise the consolidated statements of financial position as at February 29, 2012, February 28, 2011 and March 1, 2010, and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years ended February 29, 2012 and February 28, 2011, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Oromin Explorations Ltd. as at February 29, 2012, February 28, 2011 and March 1, 2010 and its financial performance and its cash flows for the years ended February 29, 2012 and February 28, 2011 in accordance with International Financial Reporting Standards. F-2
     Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes conditions and matters that indicate the existence of a material uncertainty that may cast significant doubt about the ability of Oromin Explorations Ltd. to continue as a going concern. Other Matters We have also audited, in accordance with the standards of the Public Accountability Oversight Board (United States), the effectiveness of Oromin Exploration Ltd.’s internal control over financial reporting as of February 29, 2012, based on criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations on the Treadway Commission (COSO), and our report dated July 11, 2012 expressed an adverse option on Oromin Explorations Ltd.’s internal controls over financial reporting because of material weaknesses. “DAVIDSON & COMPANY LLP” Vancouver, Canada

   Chartered AccountantsJuly 11, 2012
 F-3
   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders ofOromin Explorations Ltd. We have audited Oromin Explorations Ltd.'s internal control over financial reporting as of February 29, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Oromin Explorations Ltd.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Oromin Exploration Ltd.’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F-4
     A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Oromin Explorations Ltd.’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: (i) Oromin Explorations Ltd.’s entity-level controls, specifically their whistleblower process is not appropriately designed nor implemented effectively and their code of conduct is not distributed to key employees. (ii) The financial reporting period end close process has a material weakness resulting from an aggregate of deficiencies related to the preparation, review and approval of account analyses, summaries and reconciliations. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements, and this report does not affect our report dated July 11, 2012 on those financial statements. In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Oromin Explorations Ltd. has not maintained effective internal control over financial reporting as of February 29, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position as at February 29, 2012, February 28, 2011 and March 1, 2010 and the related consolidated statements of comprehensive loss, changes in equity and cash flows of Oromin Explorations Ltd. and our report dated July 11, 2012, expressed an unqualified opinion. “DAVIDSON & COMPANY LLP” Vancouver, Canada

   Chartered AccountantsJuly 11, 2012
 F-5
    OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(Expressed in Canadian Dollars, unless otherwise stated) February 29,

   

   

   

   February 28,

   

   

   

   March 1,2012

   

   

   

   2011

   

   

   

   2010(Note 19)

   

   

   

   (Note 19)ASSETSCurrent AssetsCash

   $

   3,927,251

   

   

   $

   16,230,612

   

   

   $

   10,003,721Receivables (Note 3)

   

   101,475

   

   

   

   303,078

   

   

   

   166,345Marketable securities (Note 4)

   

   41,927

   

   

   

   89,843

   

   

   

   89,843Deposits and prepaid expenses

   

   280,442

   

   

   

   791,843

   

   

   

   58,675Total current assets

   

   4,351,095

   

   

   

   17,415,376

   

   

   

   10,318,584Non-Current AssetsInvestment in Oromin Joint Venture Group Ltd. (Note 5)

   

   76,371,325

   

   

   

   67,508,460

   

   

   

   50,632,970Exploration and evaluation assets (Note 7)

   

   -

   

   

   

   -

   

   

   

   1,103,033Property, plant and equipment (Note 8)

   

   63,700

   

   

   

   114,235

   

   

   

   163,971Advances to joint venture

   

   180,882

   

   

   

   114,276

   

   

   

   72,748Performance bond – restricted cash

   

   -

   

   

   

   26,539

   

   

   

   43,025Total non-current assets

   

   76,615,907

   

   

   

   67,763,510

   

   

   

   52,015,747Total Assets

   $

   80,967,002

   

   

   $

   85,178,886

   

   

   $

   62,334,331LIABILITIES AND EQUITYCurrent LiabilitiesTrade and other payables (Note 9)

   $

   286,256

   

   

   $

   351,104

   

   

   $

   620,898EquityShare capital (Note 10)

   

   112,455,628

   

   

   

   111,298,040

   

   

   

   82,876,200Share-based payments reserve (Note 10)

   

   18,342,345

   

   

   

   15,720,643

   

   

   

   11,244,638Investment revaluation reserve (Note 4)

   

   -

   

   

   

   (281,507

   )

   

   

   (281,507

   )Deficit

   

   (50,117,227

   )

   

   

   (41,909,394

   )

   

   

   (32,125,898

   )Total equity

   

   80,680,746

   

   

   

   84,827,782

   

   

   

   61,713,433Total Liabilities and Equity

   $

   80,967,002

   

   

   $

   85,178,886

   

   

   $

   62,334,331Nature and continuance of operations(Note 1)Commitments(Note 13)Contingency(Note 18)
 The accompanying notes are an integral part of these consolidated financial statements. These financial statements are authorized for issue by the Board of Directors on May 28, 2012. F-6
    OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated) 2012

   

   

   

   2011(Note 19)EXPENSESAmortization

   $

   50,535

   

   

   $

   50,535Filing and transfer agent fees

   

   93,457

   

   

   

   69,150Office and rent

   

   482,840

   

   

   

   352,214Professional and consulting fees

   

   1,392,014

   

   

   

   397,424Salaries and benefits

   

   1,295,852

   

   

   

   690,397Share-based payments (Note 10)

   

   2,905,335

   

   

   

   4,313,421Travel and public relations

   

   294,233

   

   

   

   272,588(6,514,266

   )

   

   

   (6,145,729

   )OTHER INCOME (LOSS)Corporate advisory fee (Note 6)

   

   (1,941,571

   )

   

   

   (2,807,405

   )Equity income (loss) from investment in Oromin Joint Venture Group Ltd. (Note 5)

   

   (109,917

   )

   

   

   123,000Foreign exchange loss

   

   (1,948

   )

   

   

   (110,888

   )Gain on sale of subsidiaries (Note 7)

   

   2,216

   

   

   

   -Interest income

   

   105,565

   

   

   

   105,234Write-off of exploration and evaluation assets (Note 7)

   

   (83,112

   )

   

   

   (1,443,355

   )Write-down of investment revaluation reserve (Note 4)

   

   (329,423

   )

   

   

   -Project administration cost recoveries

   

   664,623

   

   

   

   495,647(1,693,567

   )

   

   

   (3,637,767

   )Loss for the year

   

   (8,207,833

   )

   

   

   (9,783,496

   )Other comprehensive income (loss)Unrealized loss on marketable securities (Note 4)

   

   (47,916

   )

   

   

   -Write-down of investment revaluation reserve (Note 4)

   

   329,423

   

   

   

   -281,507

   

   

   

   (9,783,496

   )Total comprehensive loss of the year

   $

   (7,926,326

   )

   

   $

   (9,783,496

   )Basic and diluted loss per common share

   $

   (0.06

   )

   

   $

   (0.08

   )Weighted average number of common shares outstanding

   

   135,716,443

   

   

   

   117,491,838
 The accompanying notes are an integral part of these consolidated financial statements. F-7
    OROMIN EXPLORATIONS LTDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated) Share capital

   

   

   

   ReservesNumber of

   

   

   

   

   

   

   

   Share-based

   

   

   

   Investmentshares

   

   

   

   Amount

   

   

   

   payments

   

   

   

   revaluation

   

   

   

   Deficit

   

   

   

   Total equityBalance at March 1, 2010

   102,834,885

   

   

   $

   82,876,200

   

   

   $

   11,244,638

   

   

   $

   (281,507

   )

   

   $

   (32,125,898

   )

   

   $

   61,713,433Shares issued on prospectus offering

   31,562,500

   

   

   

   30,250,000

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   30,250,000Shares issuance costs

   -

   

   

   

   (2,540,081

   )

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (2,540,081

   )Shares issued on exercise of stock options

   651,000

   

   

   

   403,200

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   403,200Shares issued on exercise of warrants

   517,500

   

   

   

   465,750

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   465,750Shares issued for resource property services

   6,944

   

   

   

   5,555

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   5,555Share-based payments

   -

   

   

   

   -

   

   

   

   4,313,421

   

   

   

   -

   

   

   

   -

   

   

   

   4,313,421Fair value of stock options allocated to shares issued on exercise

   -

   

   

   

   285,267

   

   

   

   (285,267

   )

   

   

   -

   

   

   

   -

   

   

   

   -Fair value of warrants allocated to shares issued on exercise

   -

   

   

   

   134,520

   

   

   

   (134,520

   )

   

   

   -

   

   

   

   -

   

   

   

   -Warrants issued for underwriter’s compensation

   -

   

   

   

   (582,371

   )

   

   

   582,371

   

   

   

   -

   

   

   

   -

   

   

   

   -Loss for the year

   -

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (9,783,496

   )

   

   

   (9,783,496

   )Balance at February 28, 2011

   135,572,829

   

   

   $

   111,298,040

   

   

   $

   15,720,643

   

   

   $

   (281,507

   )

   

   $

   (41,909,394

   )

   

   $

   84,827,782Balance at February 28, 2011

   135,572,829

   

   

   $

   111,298,040

   

   

   $

   15,720,643

   

   

   $

   (281,507

   )

   

   $

   (41,909,394

   )

   

   $

   84,827,782Shares issued on exercise of stock options

   14,000

   

   

   

   9,100

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   9,100Shares issued on exercise of warrants

   976,389

   

   

   

   864,855

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   864,855Share-based payments (Note 10)

   -

   

   

   

   -

   

   

   

   2,905,335

   

   

   

   -

   

   

   

   -

   

   

   

   2,905,335Fair value of stock options allocated to shares issued on exercise

   -

   

   

   

   5,246

   

   

   

   (5,246

   )

   

   

   -

   

   

   

   -

   

   

   

   -Fair value of warrants allocated to shares issued on exercise

   -

   

   

   

   278,387

   

   

   

   (278,387

   )

   

   

   -

   

   

   

   -

   

   

   

   -Unrealized loss on marketable securities (Note 4)

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (47,916

   )

   

   

   -

   

   

   

   (47,916

   )Write-down of investment revaluation reserve (Note 4)

   -

   

   

   

   -

   

   

   

   -

   

   

   

   329,423

   

   

   

   -

   

   

   

   329,423Loss for the year

   -

   

   

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (8,207,833

   )

   

   

   (8,207,833

   )Balance at February 29, 2012

   136,563,218

   

   

   $

   112,455,628

   

   

   $

   18,342,345

   

   

   $

   -

   

   

   $

   (50,117,227

   )

   

   $

   80,680,746
 The accompanying notes are an integral part of these consolidated financial statements. F-8
    OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated) 2012

   

   

   

   2011(Note 19)CASH FLOWS FROM OPERATING ACTIVITIESLoss for the year

   (8,207,833

   )

   

   $

   (9,783,496

   )Items not affecting cash:Share-based payments

   2,905,335

   

   

   

   4,313,421Amortization

   50,535

   

   

   

   50,535Non-cash portion of foreign exchange loss

   13,496

   

   

   

   -Write-down of investment revaluation reserve (Note 4)

   329,423

   

   

   

   -Gain on sale of subsidiaries (Note 7)

   (2,216

   )

   

   

   -Write-off of exploration and evaluation assets (Note 7)

   -

   

   

   

   1,443,355Changes in non-cash working capital items:Receivables

   201,603

   

   

   

   (136,733

   )Deposits and prepaid expenses

   511,401

   

   

   

   (733,168

   )Trade and other payables

   (64,848

   )

   

   

   (189,935

   )Net cash used in operating activities

   (4,263,104

   )

   

   

   (5,036,021

   )CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Oromin Joint Venture Group Ltd., net of recoveries

   (8,862,865

   )

   

   

   (16,980,459

   )Advances to joint venture

   (66,606

   )

   

   

   (41,528

   )Proceeds from sale of subsidiaries, net (Note 7)

   2,216

   

   

   

   -Exploration and evaluation assets

   -

   

   

   

   (309,657

   )Purchase of property, plant and equipment

   -

   

   

   

   (799

   )Net cash used in investing activities

   (8,927,255

   )

   

   

   (17,332,443

   )CASH FLOWS FROM FINANCING ACTIVITIESCommon shares issued for cash

   873,955

   

   

   

   31,118,950Share issue costs

   -

   

   

   

   (2,540,081

   )Proceeds from performance bond – restricted cash

   13,043

   

   

   

   16,486Net cash provided by financing activities

   886,998

   

   

   

   28,595,355Change in cash

   (12,303,361

   )

   

   

   6,226,891Cash, beginning of year

   16,230,612

   

   

   

   10,003,721Cash, end of year

   3,927,251

   

   

   

   16,230,612
 Supplemental disclosure with respect to cash flows (Note 16) The accompanying notes are an integral part of these consolidated financial statements. F-9
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
 1.

   NATURE AND CONTINUANCE OF OPERATIONS
 Oromin Explorations Ltd. (the “Company”) was incorporated on January 25, 1980 under the Company Act of British Columbia. The address of the Company’s registered office is 2000 - 1055 West Hastings Street, Vancouver, BC, Canada. The consolidated financial statements of the Company as at and for the year ended February 29, 2012 include the accounts of the Company, its subsidiary and the Company’s interest in a jointly controlled entity. The Company is the ultimate parent. The Company owns a 43.5% share in Oromin Joint Venture Group Ltd. ("OJVG") (note 5). OJVG owns the exploration concession and mining license in Senegal known as the "OJVG Project", OJVG’s sole mineral property interest. On December 1, 2011, the Company sold the following subsidiaries in an arm’s length transaction (note 7): Exploraciones Oromin, S.A., which is incorporated under the laws of Argentina, and Irie Isle Limited and Cynthia Holdings Limited, both of which are incorporated under the laws of the British Virgin Islands. At the year ended February 29, 2012, the Company’s subsidiary includes Sabodala Holding Ltd. The Company is in the business of exploring its resource properties and its current exploration activities are in the pre-production stage. Consequently, the Company defines itself to be in the exploration stage. The recoverability of the Company’s expenditures on resource properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and future profitable commercial production or proceeds from the disposition thereof. These consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, the Company has sustained substantial losses from operations since inception and has no current source of revenue. Continued operations of the Company are dependent upon its ability to receive continued financial support, complete public or private equity financings, or generate profits from the operation or disposition of investments in the future. While management of the Company has been successful in completing equity financings in various conditions in the capital markets in the past, restrictions on the Company’s ability to finance in the future could have a material adverse effect on the Company. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2.

   SIGNIFICANT ACCOUNTING POLICIES
  A.

   Statement of compliance and conversion to International Financing Reporting Standards
 The consolidated financial statements have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements(“IAS 1”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These are the Company’s first consolidated annual financial statements prepared in accordance with IFRS and IFRS 1, First-time Adoption of International Financial Reporting Standards(“IFRS 1”), has been applied. Previously, the Company prepared its consolidated annual financial statements in accordance with Canadian generally accepted accounting principles (“GAAP”). Reconciliations between the Company's previously reported statement of financial position, statement of comprehensive loss and statement of cash flows under GAAP and those reported under IFRS are presented in note 19. F-10
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
 2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  B.

   Basis of preparation
 These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as financial assets or financial liabilities at fair value through profit and loss and available–for-sale financial assets, which are measured at fair value, as explained in the accounting policies note set out below. The comparative figures presented in the consolidated financial statements are in accordance with IFRS. The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as of the date the statements were issued. The accounting policies set out below have been applied consistently to all periods presented in preparing the opening balance sheet at March 1, 2010 for purposes of transition to IFRS. The accounting policies have been applied consistently by the Company, its subsidiary and the Company’s interest in a jointly controlled entity. C.

   Basis of consolidation
 These consolidated financial statements include the accounts of the Company, its subsidiaries and the Company’s interest in a jointly controlled entity (note 5). The Company has determined that its investment in OJVG, a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Ltd., a company wholly-owned by the Company, 43.5% by Bendon International Ltd., an arm’s length private company incorporated in the British Virgin Islands, and 13% by Badr Investment & Finance Company, an arm’s length private company based in Saudi Arabia, qualifies as a jointly controlled entity since the Company has joint control, established by contractual agreements and requires majority consent for most strategic financial and operating decisions. The Company has elected to apply the equity method to account for its interest in OJVG (note 5). The investment is carried in the statement of financial position at cost and adjusted by post-acquisition changes in the Company’s share of the net assets of the joint venture, less any impairments. Significant inter-company balances and transactions, including any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. D.

   Functional currency
 Items included in the financial statements of each of the entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional and presentation currency of the Company, its subsidiary, and the Company’s interest in a jointly controlled entity is the Canadian dollar. Transactions in foreign currencies are translated to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are translated at historical rates. Foreign currency gains and losses arising from translation are included in profit or loss. E.

   Financial assets and liabilities
 The Company classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, available for sale financial assets, financial liabilities at fair value through profit or loss, and other financial liabilities at amortized cost. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. F-11
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  E.

   Financial assets and liabilities (continued)
 Financial assets at fair value through profit or loss (“FVTPL”) The Company’s FVTPL comprise cash. A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated as at FVTPL if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company’s risk management strategy. Attributable transaction costs are recognized in the statement of comprehensive loss when incurred. FVTPL are measured at fair value, and changes are recognized in the statement of comprehensive loss. Available-for-sale financial assets The Company’s investments in marketable securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences, are recognized in other comprehensive income or loss and presented in the investment revaluation reserve in equity. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognized in the investment revaluation reserve is included in profit or loss. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company’s loans and receivables comprise receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Financial liabilities at fair value through profit or loss This category comprises of derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with the changes in fair value recognized in the statement of comprehensive loss. Other financial liabilities at amortized cost The Company’s trade and other payables are classified as other financial liabilities at amortized cost and are initially measured at fair value and subsequently measured at amortized cost. Transaction costs incurred upon the issuance of debt instruments or modification of a financial liability are deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability. Impairment of financial instruments Financial assets or a group of financial assets are assessed for indicators of impairment at each statement of financial position reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; ordefault or delinquency in interest or principal payments; orit becoming probable that the borrower will enter bankruptcy or financial re-organization. F-12
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  E.

   Financial assets and liabilities (continued)
 For loans and receivables carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced by the impairment loss through the use of a provision account. Subsequent recoveries of amounts previously written off are credited against the provision account. Changes in the carrying amount of the provision account are recognized in profit or loss. With the exception of available-for-sale financial assets, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale financial assets, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity. The Company does not have any derivative financial instruments. F.

   Exploration and evaluation
  Oil and gas properties The Company follows the full cost method of accounting for oil and gas properties whereby exploration and evaluation expenditures 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. These costs do not include general prospecting or evaluation costs incurred prior to having obtained the legal rights to explore an area, which are expensed directly to the statement of comprehensive income or loss as they are incurred. Depletion of exploration and evaluation expenditures 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. Impairment of exploration and evaluation assets Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss (if any). G.

   Interest in joint ventures
  A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control (i.e. when the strategic, financial, and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control). Joint venture arrangements that involve the establishment of a separate entity in which each venture has an interest are referred to as jointly controlled entities. The Company reports its interest in a jointly controlled entity (“JCE”), under the equity method of accounting. Under the equity method, an interest in a JCE is initially recorded at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the JCE. The statement of comprehensive income or loss reflects the Company’s share of the results of operations of the joint venture. F-13
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  G.

   Interest in joint ventures (continued)
  When the Company transacts with a JCE of the Company, unrealized profit and losses are eliminated to the extent of the Company’s interest in the joint venture. The financial statements of the JCEs are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. Reimbursement of the joint venture operator’s costs When the Company, acting as an operator, receives reimbursement of direct costs recharged to the joint venture, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint venture and therefore have no effect on the statement of comprehensive income or loss. In many cases, the Company also incurs certain general overhead expenses in carrying out activities on behalf of the joint venture. As these costs can often not be specifically identified, joint venture agreements allow the operator to recover the general overhead expenses incurred by passing through its overhead costs incurred in the form of a project administration cost recovery. Although the purpose of this recharge is very similar to the reimbursement of direct costs, the Company is not acting as an agent in this case. Therefore, the general overhead expenses and the overhead fee are recognized in the statement of comprehensive income or loss as an expense and income respectively. H.

   Property, plant, and equipment
  Property, plant and equipment (“PPE”) are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. When parts of an item of PPE have different useful lives, they are accounted for as separate items (major components) of PPE. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of comprehensive income or loss during the financial period in which they are incurred. Depreciation is calculated at the following rates: Office furniture

   Straight line over five yearsComputer equipment

   Straight line over five yearsLeasehold improvements

   Straight line over the life of lease
  An item of PPE is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive income or loss. I.

   Trade and other payables
  Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. F-14
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  J.

   Restoration and rehabilitation provision
  A provision for restoration and rehabilitation is recognized when there is a present legal or constructive obligation, as a result of exploration, development, or production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing facilities, abandoning sites and restoring the affected areas. The restoration and rehabilitation provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements. Future restoration costs are reviewed at least annually and any changes in the estimate are reflected in the present value of the restoration and rehabilitation provision at each reporting date. To date the Company does not have any significant restoration obligations. K.

   Impairment
  At each financial position reporting date the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For the purposes of impairment testing, each resource property is considered a cash-generating unit and assets are allocated to each cash-generating unit to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. L.

   Share-based payment transactions
  Share-based payments to employees are measured at the fair value of the instruments issued and each tranche is recognized on a straight-line basis over the vesting period. An individual is classified as an employee when the individual is an employee for legal or tax purposes (“direct employee”) or provides services similar to those performed by a direct employee. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. Fair value of the equity instruments issued is determined using the Black-Scholes option pricing model. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is recorded as share capital and the related share-based payments reserve is transferred to share capital. Upon expiry, the recorded value is transferred to deficit. The Company estimates the number of equity instruments that are expected to vest and then, at each reporting date, makes adjustments to the actual number that vests unless forfeitures are due to market-based conditions. F-15
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  M.

   Income taxes
  Income tax expenses comprises current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax is accounted for using the statement of financial position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit nor investments in subsidiaries, associates and interests in joint ventures to the extent it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner and expected date of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable amounts will be available against which the asset can be utilized. N.

   Loss per share
  The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the periods presented, this calculation proved to be anti-dilutive. Basic and diluted loss per share is calculated using the weighted average number of common shares outstanding during the year. O.

   Segment Reporting
  The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral properties. P.

   Use of Judgements and Estimates
  The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. F-16
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  P.

   Use of Judgements and Estimates (continued)
  Critical judgments in applying accounting policies: The following are critical judgements that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements: Determination of share-based payments: The assumptions used in determining the fair value of share options granted include judgments in respect of length of service together with share price volatility, dividend, interest yields and exercise patterns. Also, the Company estimates the fair value using the Black-Scholes option pricing model but recognizes that other valuation models could provide differing results. Management believes that the current model provides a fair valuation measure. Q.

   New Standards Not Yet Adopted
  IAS 1, Presentation of Financial Statements– The IASB has amended the disclosure requirement of items presented in other comprehensive income (“OCI”), including a requirement to separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss in the future. This amendment is effective for annual periods beginning on or after July 1, 2012. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 7, Financial Instruments: Disclosures- In December 2011, the IASB amended IFRS 7 (Financial Instruments: Disclosures) requiring additional disclosures on offsetting of financial assets and financial liabilities. This amendment is effective for annual periods beginning on or after January 1, 2013. This standard also requires additional disclosures about the initial application of IFRS 9. This amendment is effective for annual periods beginning on or after January 1, 2015 (or otherwise when IFRS 9 is first applied). IAS 32, Financial Instruments: Presentation, was amended in December 2011 relating to application guidance on the offsetting of financial assets and financial liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 9, Financial Instruments- The IASB intends to replace IAS 39, Financial Instruments: Recognition and Measurement(“IAS 39”), in its entirety with IFRS 9, Financial Instruments(“IFRS 9”) in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39, and is effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at fair value through profit or loss, financial guarantees and certain other exceptions. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 10, Consolidated Financial Statements– This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. This standard (i) requires a parent entity (an entity that controls one or more other entities) to present consolidated financial statements; (ii) defines the principle of control, and establishes control as the basis for consolidation; (iii) sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee; and (iv) sets out the accounting requirements for the preparation of consolidated financial statements. IFRS 10 supersedes IAS 27, Consolidated and Separate Financial Statementsand SIC-12, Consolidation – Special Purpose Entitiesand is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. F-17
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Q.

   New Standards Not Yet Adopted (continued)
  IFRS 11, Joint Arrangements– This standard establishes the core principle that a party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company has early adopted this standard as set out in Note 2(G).IFRS 12, Disclosure of Involvement with Other Entities– This standard requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows.This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 13, Fair Value Measurement– This standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when another IFRS requires or permits fair value measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements), except for: share-based payment transactions within the scope of IFRS 2, Share-based Payment; leasing transactions within the scope of IAS 17, Leases; measurements that have some similarities to fair value but that are not fair value, such as net realizable value in IAS 2, Inventoriesor value in use in IAS 36, Impairment of Assets. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. 3.

   RECEIVABLES
  February 29,

   

   

   February 28,

   

   

   March 1,2012

   

   

   2011

   

   

   2010Accounts receivable

   $

   2,564

   

   $

   45,805

   

   $

   79,976Accrued interest receivable

   

   11,248

   

   

   58,197

   

   

   -HST receivable

   

   87,663

   

   

   199,076

   

   

   86,369Receivables

   $

   101,475

   

   $

   303,078

   

   $

   166,345
  4.

   MARKETABLE SECURITIES
  The Company’s investments consist of 1,197,906 shares of Lund Gold Ltd. (“Lund”) with a quoted market value at February 29, 2012 of $0.035 per share or $41,927 in the aggregate. The Company classifies these shares as available for sale financial assets, and accordingly any revaluation gains and losses in fair value are included in total comprehensive income or loss in investment revaluation reserve for the period until the asset is removed from the statement of financial position. During the year ended February 29, 2012, the Company recognized a loss in fair value attributable to the shares of Lund totaling $47,916 charged to other comprehensive loss in investment revaluation reserve. Also, based on the Company’s assessment of Lund’s estimated future value, an impairment charge of $329,423 has been recognized in the statement of comprehensive loss as at February 29, 2012 with an off-setting adjustment to investment revaluation reserve. The Lund shares trade on the TSX Venture Exchange and fair values are readily determinable from this active public market. Lund is related to the Company, having a number of directors in common. F-18
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD.
  In October 2004 the Company was awarded an exploration concession in Sénégal known as the Sabodala Project (since renamed the “OJVG Project”), and the Company’s rights were formalized in a Mining Convention with the government of Sénégal dated February 17, 2005 and updated thereafter. The Mining Convention granted the Company the sole right to acquire a 100% interest in this project, subject to a 10% free carried interest, after repayment of capital and accrued interest thereon, held in favour of the government of Sénégal. The OJVG Project was subsequently transferred by the Company to Oromin Joint Venture Group Ltd. (“OJVG”), a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Limited (“SHL”), a company wholly-owned by the Company, 43.5% by Bendon International Ltd. (“Bendon”), an arm’s length private company incorporated in the British Virgin Islands, and 13.0% by Badr Investment & Finance Company (“Badr”), an arm’s length private company based in Saudi Arabia. The Company provides exploration and management services to OJVG for which it may recover a portion of its administration costs. In order to acquire and maintain in good standing its interest in the OJVG Project, OJVG was obliged to spend at least US$32 million on exploration of the OJVG Project through December 2009 through a series of expenditure milestones, conditions which were met on schedule. Having met these milestone conditions, on January 26, 2010 OJVG was granted a mining licence for the OJVG Project for a term of fifteen years. This licence allows OJVG to carry out mining operations once feasibility is established. Under the Mining Code of Sénégal, the mining licence must be held by a Sénégalese company and accordingly OJVG is in the process of establishing an operating company under the laws of Sénégal. The operating company will be owned by OJVG as to 90% and by the Government of Sénégal as to 10%. The interest of the Government of Sénégal is fully carried, subject to the capital and accrued interest recoveries set out above, and the government is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, OJVG is obliged to offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. OJVG was incorporated in August 2006 in anticipation of the completion of an initial expenditure obligation, and in December 2006, SHL, Bendon and Badr completed a shareholders agreement governing the conduct of OJVG and the OJVG Project. Under the terms of a prior agreement which was superseded by the establishment of OJVG, Bendon provided an initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. Following the completion of the initial US$8 million obligation in October 2006, SHL and Bendon were required to fund and have been funding further exploration and related costs of the OJVG Project equally; Badr has a free carried interest through the commencement of production, subject to repayment of capital and accrued interest thereon. Effective March 28, 2011, the Mining Convention in respect of the OJVG Project was altered by a rider agreement. Among other matters, this agreement: 1] committed the Company to invest USD $450,000 per year for the social development of local communities until the date of first commercial production, increasing to USD $800,000 per year from the date of first commercial production; 2] established the Company’s holiday from most forms of taxation in Sénégal to be eight years from the date of issue of its mining license, which is January 26, 2010; and 3] committed the Company to contribute up to USD $150,000 per year starting from the date of first commercial production for mining-related training of Sénégalese nationals. The Company has determined that its investment in OJVG qualifies as an interest in a jointly controlled entity under IAS 31, Interests in Joint Ventures, and has elected to apply the equity method of accounting for its interest in OJVG. For accounting purposes, no recognition of Badr's interest in the equity of OJVG will be made until the commencement of production and the repayment of capital and accrued interest to Bendon and SHL and prior to that point each of Bendon and SHL are ascribed a 50 per cent interest in the equity of OJVG. F-19
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
  Investment in Oromin Joint Venture Group Ltd.

   

   Year ended February

   

   

   Year ended February29, 2012

   

   

   28, 2011Balance, beginning of year

   $

   67,508,460

   

   $

   50,632,970Exploration and evaluation costs capitalized

   

   8,862,865

   

   

   16,875,490Balance, end of year

   $

   76,371,325

   

   $

   67,508,460
  Summary financial information for the equity accounted investee, OJVG, not adjusted for the percentage ownership held by the Company, is as follows as at: February 29,

   

   

   February 28,

   

   

   March 1,2012

   

   

   2011

   

   

   2010ASSETSCurrent AssetsCash

   $

   237,371

   

   $

   4,556,596

   

   $

   6,202,494Deposits and prepaid expenses

   

   29,572

   

   

   23,837

   

   

   189,964Total current assets

   

   266,943

   

   

   4,580,433

   

   

   6,392,458Non-Current AssetsResource properties

   

   155,503,549

   

   

   133,562,338

   

   

   96,459,272Contractor deposits

   

   -

   

   

   -

   

   

   368,410Total non-current assets

   

   155,503,549

   

   

   133,562,338

   

   

   96,827,682Total Assets

   $

   155,770,492

   

   $

   138,142,771

   

   $

   103,220,140LIABILITIES AND EQUITYCurrent liabilitiesTrade and other payables

   $

   1,942,849

   

   $

   3,370,102

   

   $

   3,161,615Non-Current liabilitiesShareholder advances

   

   143,273,607

   

   

   122,175,316

   

   

   96,049,276Accrued interest on shareholder advances

   

   34,209,145

   

   

   22,623,819

   

   

   15,078,081Total non-current liabilities

   

   177,482,752

   

   

   144,799,135

   

   

   111,127,357EquityDeficit

   

   (23,655,109

   )

   

   (10,026,466

   )

   

   (11,068,832

   )Total Liabilities and Equity

   $

   155,770,492

   

   $

   138,142,771

   

   $

   103,220,140
 F-20
     OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
  Year ended

   

   

   Year endedFebruary 29, 2012

   

   

   February 28, 2011Income

   $

   4,579

   

   $

   10,128,929Expenses

   

   (13,633,222

   )

   

   (9,086,563

   )Net income (loss)

   

   (13,628,643

   )

   

   1,042,366Less: amounts related to shareholder advances

   

   13,408,809

   

   

   (796,366

   )(219,834

   )

   

   246,000The Company’s equity income from investment in OJVG at 50%

   $

   (109,917

   )

   $

   123,000Year ended

   

   

   Year endedFebruary 29, 2012

   

   

   February 28, 2011Cash flows provided by (used in):Operating activities

   $

   (158,963

   )

   $

   168,325Financing activities

   $

   19,274,808

   

   $

   34,714,852Investing activities

   $

   (23,435,070

   )

   $

   (36,529,075

   )
  The reconciliation of OJVG’s equity to the Company’s net interest in the joint venture as at February 29, 2012, February 28, 2011 and March 1, 2010 is as follows: February 29,

   

   

   February 28,

   

   

   March 1,2012

   

   

   2011

   

   

   2010OJVG’s equity

   $

   (23,655,109

   )

   $

   (10,026,466

   )

   $

   (11,068,832

   )Add: shareholder advances

   

   143,273,607

   

   

   122,175,316

   

   

   96,049,276Add: accrued interest on shareholder advances

   

   34,209,145

   

   

   22,623,819

   

   

   15,078,081Add: adjustment for difference in initial shareholder advances

   

   2,956,659

   

   

   2,956,659

   

   

   2,956,659Add: other adjustments

   

   198,401

   

   

   198,401

   

   

   198,401Less: accumulated project administration cost recovery

   

   (4,240,053

   )

   

   (2,910,809

   )

   

   (1,947,645

   )152,742,650

   

   

   135,016,920

   

   

   101,265,940The Company’s net interest in the joint venture at 50%

   $

   76,371,325

   

   $

   67,508,461

   

   $

   50,632,970
 F-21
     OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
  Exploration and evaluation costs capitalized by OJVG are summarized as follows: Balance, March 1, 2010

   $

   96,459,272Camp operation

   

   2,852,720Contractors and geological staff

   

   2,245,250Drilling

   

   17,416,654Engineering

   

   5,602,991Exploration office

   

   731,859Land and legal

   

   256,946Mining concession fee

   

   216,888Sample analysis

   

   3,300,694Social programs

   

   471,413Travel and accommodation

   

   1,086,338Wages and benefits

   

   1,788,142Project administration cost recoveries

   

   1,133,17137,103,066Balance, February 28, 2011

   

   133,562,338Camp operation

   

   2,383,514Contractors and geological staff

   

   2,052,096Drilling

   

   7,383,802Engineering

   

   1,482,560Exploration office

   

   703,536Land and legal

   

   290,672Sample analysis

   

   1,744,286Social programs

   

   1,502,934Travel and accommodation

   

   1,454,985Wages and benefits

   

   1,497,454Project administration cost recoveries

   

   1,445,37221,941,211Balance, February 29, 2012

   $

   155,503,549
  6.

   CORPORATE ADVISORY FEE
  Pursuant to a series of corporate advisory agreements with Bendon, the Company paid Bendon annual fees including $2,807,405 (US$2,755,000) during the year ended February 28, 2011. Effective November 26, 2010 the Company agreed to a further renewal of the corporate advisory agreement, and committed to make payments totaling US$2,000,000 for the period November 2010 to July 2011. On June 1, 2011 the Company entered into a new corporate advisory agreement which provides for the payment of US$1,000,000 for the 12 month period ending June 1, 2012 with two payments of US$500,000 each to be paid June 1 and September 1, 2011. During the year ended February 29, 2012, the Company incurred fees of $1,941,571 (US$1,990,000) of which $1,195,186 (US$1,240,000) related to the previous corporate advisory agreement and $746,385 (US$750,000) related to the current corporate advisory agreement. F-22
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  7.

   EXPLORATION AND EVALUATION ASSETS
  Santa Rosa,ArgentinaBalance, March 1, 2010

   $

   1,103,033Exploration office

   

   83,825Land and legal

   

   57,947Presumptive minimum tax

   

   51,807Tenure payments

   

   136,062Travel and accommodation

   

   10,681340,3221,443,355Write-off of exploration and evaluation assets

   

   (1,443,355

   )Balance, February 28, 2011

   

   -Exploration office

   

   59,407Land and legal

   

   14,484Travel and accommodation

   

   827Value added tax

   

   8,39483,11283,112Write-off of exploration and evaluation assets

   

   (83,112

   )Balance, February 29, 2012

   $

   -
  The Company, through its subsidiary Exploraciones Oromin, S.A. (“EOSA”), held a 100% interest in certain oil and gas exploration rights located in the Province of Mendoza, Argentina (the “Santa Rosa Property”). As at February 28, 2011 the Company determined the fair value of the Santa Rosa Property to be $nil and recognized an impairment charge of $1,443,355 for the year then ended. Effective December 1, 2011 the Company sold its subsidiary Irie Isle Limited (“Irie”), to an arm’s length party for cash proceeds of $5,000. Irie wholly-owned Cynthia Holdings Limited which wholly-owned EOSA. This sale had the effect of disposing of all the Company’s right, title and interest in and to the Santa Rosa Property. The combined net current assets and liabilities of Irie and its subsidiaries at the time of sale was $2,784. Accordingly, the Company recorded a gain on sale of $2,216. F-23
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  8.

   PROPERTY, PLANT AND EQUIPMENT
  Leasehold

   

   

   Office

   

   

   Computerimprovements

   

   

   furniture

   

   

   equipment

   

   

   TotalCostBalance at March 1, 2010

   $

   197,521

   

   $

   52,067

   

   $

   2,289

   

   $

   251,877Additions

   

   -

   

   

   -

   

   

   799

   

   

   799Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 28, 2011

   

   197,521

   

   

   52,067

   

   

   3,088

   

   

   252,676Additions

   

   -

   

   

   -

   

   

   -

   

   

   -Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 29, 2012

   $

   197,521

   

   $

   52,067

   

   $

   3,088

   

   $

   252,676Accumulated AmortizationBalance at March 1, 2010

   $

   68,827

   

   $

   17,935

   

   $

   1,144

   

   $

   87,906Depreciation

   

   39,504

   

   

   10,413

   

   

   618

   

   

   50,535Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 28, 2011

   

   108,331

   

   

   28,348

   

   

   1,762

   

   

   138,441Depreciation

   

   39,504

   

   

   10,413

   

   

   618

   

   

   50,535Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 29, 2012

   $

   147,835

   

   $

   38,761

   

   $

   2,380

   

   $

   188,976Net Book ValueMarch 1, 2010

   $

   128,694

   

   $

   34,132

   

   $

   1,145

   

   $

   163,971February 28, 2011

   $

   89,190

   

   $

   23,719

   

   $

   1,326

   

   $

   114,235February 29, 2012

   $

   49,686

   

   $

   13,306

   

   $

   708

   

   $

   63,700
  9.

   TRADE AND OTHER PAYABLES
  February 29,

   

   

   February 28,

   

   

   March 1,2012

   

   

   2011

   

   

   2010Accounts payable

   $

   3,096

   

   $

   171,104

   

   $

   203,702Accrued payable

   

   283,160

   

   

   180,000

   

   

   417,196Trade and other payables

   $

   286,256

   

   $

   351,104

   

   $

   620,898
  10.

   SHARE CAPITAL AND RESERVES
  (a)

   Authorized:As at February 29, 2012, the authorized share capital of the Company was an unlimited number of common shares without par value.(b)

   Issued:Common shares: 136,563,218 (February 28, 2011 - 135,572,829)(c)

   Financing:In August 2010 the Company closed an offering by prospectus of 21,562,500 common shares at a price of $0.80 per share for gross proceeds of $17,250,000 subject to share issue costs totaling $1,294,646. In addition, the Company issued 1,293,750 compensation warrants to the underwriters, exercisable at a price of $0.90 for an 18-month term. The estimated fair value of $336,300 has been deducted from share capital and recorded as share-based payments reserve. This fair value was estimated using the Black-Scholes option pricing model, with the following assumptions: expected life of 18 months, volatility of 73.7 per cent, risk-free equivalent yield of 1.36 per cent and no dividends. F-24
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  10.

   SHARE CAPITAL AND RESERVES (CONTINUED)
  (c)

   Financing (continued):In November 2010 the Company closed an offering by prospectus of 10,000,000 common shares at a price of $1.30 per share for gross proceeds of $13,000,000 subject to share issue costs totaling $1,245,435. In addition, the Company issued 600,000 compensation warrants to the underwriters, exercisable at a price of $1.40 for a two year term. The estimated fair value of $246,071 has been deducted from share capital and recorded as share-based payments reserve. This fair value was estimated using the Black-Scholes option pricing model, with the following assumptions: expected life of two years, volatility of 106 per cent, risk-free equivalent yield of 1.57 per cent and no dividends.(d)

   Stock options:The Company has a stock option plan under which it is authorized to grant options to directors, officers, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option granted must not be less than the market price of the Company’s shares. Options granted under the plan typically will vest immediately and are exercisable over five years. Stock option transactions are summarized as follows: Number of Stock

   

   Weighted AverageOptions

   

   Exercise PriceOutstanding at March 1, 2010

   

   9,420,000

   

   $

   1.92Granted

   

   8,431,000

   

   

   0.89Exercised

   

   (651,000

   )

   

   0.62Expired or cancelled

   

   (8,376,000

   )

   

   2.00Outstanding at February 28, 2011

   

   8,824,000

   

   $

   0.96Granted

   

   4,649,000

   

   

   1.30Exercised

   

   (14,000

   )

   

   0.65Expired or cancelled

   

   -

   

   

   -Outstanding and exercisable at February 29, 2012

   

   13,459,000

   

   $

   1.08
  As at February 29, 2012, the following stock options were outstanding and exercisable: Expiry Date

   Number of Stock Options

   Remaining Contractual

   

   Exercise PriceLife (Years)May 9, 2012 *

   100,000

   0.19

   $

   2.91May 14, 2013

   150,000

   1.21

   

   3.00July 10, 2014

   200,000

   2.36

   

   1.12October 7, 2014

   75,000

   2.61

   

   0.90March 31, 2015

   714,000

   3.08

   

   0.65August 24 2015

   7,571,000

   3.48

   

   0.92March 3, 2016

   4,649,000

   4.01

   

   1.3013,459,000

   3.57
  * Expired unexercised F-25
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  10.

   SHARE CAPITAL AND RESERVES (CONTINUED)
  (d)

   Stock options (continued):During the year ended February 29, 2012, the Company granted fully-vested options to acquire 4,649,000 common shares with a weighted average fair value of $0.62 per option resulting in share-based payments expense of $2,901,822. An additional $3,513 in share-based payments was recognized in respect of the vesting of options granted in prior years for a total of $2,905,335 in share-based payments expensed during the year ended February 29, 2012.The following assumptions were used for the Black-Scholes valuation of options granted during the years: 2012

   2011Risk-free interest rate

   2.4 %

   2.1 – 2.9 %Expected life

   3.55 years

   5 yearsAnnualized volatility

   67 %

   67 – 68 %Dividend rate

   0 %

   0 %
  (e)

   Warrants:Share purchase warrant transactions are summarized as follows: Number of Warrants

   

   Weighted AverageExercise PriceOutstanding at March 1, 2010

   

   487,071

   

   $

   0.85Issued

   

   1,893,750

   

   

   1.06Exercised

   

   (517,500

   )

   

   0.90Expired

   

   -

   

   

   -Outstanding at February 28, 2011

   

   1,863,321

   

   $

   1.05Issued

   

   -

   

   

   -Exercised

   

   (976,389

   )

   

   0.89Expired

   

   (286,932

   )

   

   0.86Outstanding and exercisable at February 29, 2012

   

   600,000

   

   $

   1.40
  As at February 29, 2012, the following share purchase warrants were outstanding and exercisable: Expiry Date

   Number of Warrants

   Exercise PriceNovember 16, 2012

   600,000

   $

   1.40
 F-26
     OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  11.

   RELATED PARTY TRANSACTIONS
 The Company incurred costs with directors and companies related by directors in common as follows: Year ended February

   

   

   Year ended February29, 2012

   

   

   28, 2011Professional and consulting fees

   $

   483,340

   

   $

   513,780Salaries and benefits

   $

   850,277

   

   $

   629,611
 Professional and consulting fees and salaries and benefits have been expensed to operations, or capitalized to Investment in Oromin Joint Venture Group Ltd., based on the nature of the expenditure. Included in trade and other payables at February 29, 2012 is $59,224 (February 28, 2011 - $59,087) due to directors and companies with common directors. Compensation of key management personnel The remuneration of directors and other members of key management personnel, including the CEO, CFO, and Directors, are as follows: Year ended February

   

   

   Year ended February29, 2012

   

   

   28, 2011Salaries and other short-term benefits

   $

   1,572,859

   

   $

   1,261,204Share-based payments

   $

   1,385,682

   

   $

   2,207,715
  12.

   SEGMENT INFORMATION
  The Company has one operating segment, being the exploration of resource properties. The Company’s investment in Oromin Joint Venture Group Ltd., exploration and evaluation assets, and property, plant and equipment are located in the following geographic areas: As at February

   

   

   As at February

   

   

   As at March29, 2012

   

   

   28, 2011

   

   

   1, 2010Sénégal

   $

   76,371,325

   

   $

   67,508,460

   

   $

   50,632,970Canada

   

   63,700

   

   

   114,235

   

   

   163,971$

   76,435,025

   

   $

   67,622,695

   

   $

   50,796,941
  13.

   COMMITMENTS
  Effective April 1, 2009 the Company became a joint party to a lease on its office premises in Vancouver, Canada, which terminates May 31, 2013. Jointly with a company related by having a number of common directors, the Company is committed to annual lease payments as follows: 2013

   $ 241,280

   For the 12 month fiscal year2014

   $ 60,828

   For the three months from March 1, 2013 to termination
 F-27
     OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)  14.

   FINANCIAL INSTRUMENTS
  The Company’s financial instruments include cash, receivables, marketable securities, and trade and other payables. (a)

   Financial assets and liabilities by category
  At February 29, 2012OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $

   3,927,251

   

   $

   -

   

   $

   -

   

   $

   -

   

   

   $ 3,927,251Receivables

   

   -

   

   

   101,475

   

   

   -

   

   

   -

   

   

   101,475Marketable securities

   

   -

   

   

   -

   

   

   41,927

   

   

   -

   

   

   41,927Total financial assets

   

   3,927,251

   

   

   101,475

   

   

   41,927

   

   

   -

   

   

   4,070,653Financial liabilitiesTrade and other payables

   $

   -

   

   $

   -

   

   $

   -

   

   $

   286,256

   

   

   $ 286,256At February 29, 2011OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $ 16,230,612

   

   $

   -

   

   $

   -

   

   $

   -

   

   

   $ 16,230,612Receivables

   

   -

   

   

   303,078

   

   

   -

   

   

   -

   

   

   303,078Marketable securities

   

   -

   

   

   -

   

   

   89,843

   

   

   -

   

   

   89,843Total financial assets

   

   16,230,612

   

   

   303,078

   

   

   89,843

   

   

   -

   

   

   16,623,533Financial liabilitiesTrade and other payables

   $

   -

   

   $

   -

   

   $

   -

   

   $

   351,104

   

   

   $ 351,104At March 1, 2010OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $ 10,003,721

   

   $

   -

   

   $

   -

   

   $

   -

   

   

   $ 10,003,721Receivables

   

   -

   

   

   166,345

   

   

   -

   

   

   -

   

   

   166,345Marketable securities

   

   -

   

   

   -

   

   

   89,843

   

   

   -

   

   

   89,843Total financial assets

   

   10,003,721

   

   

   166,345

   

   

   89,843

   

   

   -

   

   

   10,259,909Financial liabilitiesTrade and other payables

   $

   -

   

   $

   -

   

   $

   -

   

   $

   620,898

   

   

   $ 620,898
  (b)

   Fair value of financial instrumentsThe carry values of receivables and trade and other payables approximate their fair values due to their relatively short maturity. F-28
  OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  14.

   FINANCIAL INSTRUMENTS (CONTINUED)
  (c)

   Fair value hierarchy
 IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; andLevel 3 – Inputs that are not based on observable market data The following tables illustrate the valuation method of the Company’s financial instruments carried at fair value as at February 29, 2012, February 28, 2011 and March 1, 2010: At February 29, 2012
      
      Level 1
      
      
      Level 2
      
      
      Level 3
      
      
      TotalCash
      $
      3,927,251
      
      $
      -
      
      $
      -
      
      $
      3,927,251Marketable securities
      $
      41,927
      
      $
      -
      
      $
      -
      
      $
      41,927
  At February 28, 2011
      
      Level 1
      
      
      Level 2
      
      
      Level 3
      
      
      TotalCash
      $
      16,230,612
      
      $
      -
      
      $
      -
      
      $
      16,230,612Marketable securities
      $
      89,843
      
      $
      -
      
      $
      -
      
      $
      89,843
  At March 1, 2010
      
      Level 1
      
      
      Level 2
      
      
      Level 3
      
      
      TotalCash
      $
      10,003,721
      
      $
      -
      
      $
      -
      
      $
      10,003,721Marketable securities
      $
      89,843
      
      $
      -
      
      $
      -
      
      $
      89,843
  15.

   FINANCIAL RISK MANAGEMENT
 The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, equity market risk, interest rate risk and credit risk. The Company’s objective with respect to financial risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial risks are mitigated to acceptable levels. (a)

   Foreign currency risk
 Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash in United States dollars (USD), however, at February 29, 2012 the Company’s exposure to exchange rate changes for the USD was not material. To date the Company has elected not to hedge its USD exposures by futures or options strategies. F-29
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  15.

   FINANCIAL RISK MANAGEMENT (CONTINUED)
  (b)

   Liquidity risk
 Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 29, 2012 the Company held cash resources of $3,927,251 and had trade and other payables of $286,256 and was able to meet its obligations as they became due. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on management’s ability to raise the funds required through future equity financings. If such funds cannot be raised, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration and corporate activities and anticipating investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings. (c)

   Equity market risk
 The Company is exposed to equity price risk arising from its investments, which are marketable securities classified as available-for-sale. The Company’s maximum exposure to equity price risk is the carrying value of its investments. (d)

   Interest rate risk
 The Company’s exposure to interest rate risk is not material. The nature of its financial instruments do not lead to any material risk that their fair values or future cash flows will fluctuate because of changes in market interest rates. (e)

   Credit risk
 Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, or, to a lesser extent, at major banks in Sénégal. The Company’s material receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. F-30
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  15.

   FINANCIAL RISK MANAGEMENT (CONTINUED)
  (f)

   Capital Management
 The capital of the Company consists of the items included in equity. The Company manages its capital structure and makes adjustments to it based on the funds required by and available to the Company. The Company’s objective for capital management is to plan for the capital required to support the Company’s ongoing acquisition and exploration of its mineral properties and to provide sufficient funds for its corporate activities. The Company’s mineral properties are in the exploration stage. As an exploration stage company, the Company is currently unable to self-finance its operations. The Company has historically relied on equity financings to finance operations. In order to carry out the Company’s planned exploration programs and to pay for administrative costs, the Company will spend its existing working capital and raise additional funds as required. The Company uses a planning and budgeting process to manage its capital requirements. 16.

   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
  Year ended

   

   

   

   Year endedFebruary 29, 2012

   

   

   

   February 28, 2011(Note 19)Non-cash operating activitiesAccounts payable incurred for resource property expenditures

   $

   -

   

   

   $

   98,998Non-cash financing activitiesExercise of stock options

   $

   (5,246

   )

   

   $

   (285,267

   )Share-based payments reserve allocated to share capital onexercise of stock options

   

   5,246

   

   

   

   285,267Shares issued for exploration and evaluation assets

   

   -

   

   

   

   5,555Warrants issued for underwriter’s compensation

   

   -

   

   

   

   582,371Share-based payments reserve arising from underwriter’scompensation warrants

   

   -

   

   

   

   (582,371

   )Exercise of underwriter’s compensation warrants

   

   (278,387

   )

   

   

   (134,520

   )Share-based payments reserve allocated to share capital on exercise of underwriter’s compensation warrants

   

   278,387

   

   

   

   134,520$

   -

   

   

   $

   5,555Non-cash investing activitiesExpenditures on exploration and evaluations assets incurred through shares issued

   $

   -

   

   

   $

   (5,555

   )Interest paid during the year

   $

   -

   

   

   $

   -Income taxes paid during the year

   $

   -

   

   

   $

   -
 F-31
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  17.

   INCOME TAXES
 A reconciliation of income taxes at statutory rates with reported taxes is as follows: Year ended

   

   

   

   Year endedFebruary 29, 2012

   

   

   

   February 28, 2011Loss for the year before income taxes

   $

   (8,207,833

   )

   

   $

   (9,783,496

   )Expected income tax recovery

   $

   2,155,000

   

   

   $

   2,757,000Non-deductible expenditures

   

   (609,000

   )

   

   

   (1,988,000

   )Impact of different tax rates and other

   

   (107,000

   )

   

   

   (106,000

   )Changes in unrecognized deductible temporary differences

   

   (1,439,000

   )

   

   

   (663,000

   )Income tax (expense) recovery

   $

   -

   

   

   $

   -
 The Canadian income tax rate declined during the year due to changes in the law that reduced corporate income tax rates in Canada. The deductible temporary differences and unused tax losses that are not recognized as deferred tax assets are as follows: Year ended

   

   Expiry dates

   

   Year endedFebruary 29,

   

   

   

   February 28,2012

   

   

   

   2011Equipment and cumulative eligible capital

   $

   343,000

   

   Not applicable

   $

   228,000Exploration and evaluation assets

   

   6,075,000

   

   Not applicable

   

   6,075,000Financing costs

   

   2,504,000

   

   2033 to 2036

   

   3,787,000Marketable securities and other

   

   49,000

   

   Not applicable

   

   -Capital losses available for future periods

   

   2,941,000

   

   Not applicable

   

   41,000Non-capital losses available for future periods

   

   11,965,000

   

   2015 to 2032

   

   7,908,000
  Tax attributes are subject to review, and potential adjustments, by tax authorities.
  18.

   CONTINGENCY In October 2011 the Company entered into a series of retention agreements with a number of its officers, employees and key consultants providing for the possibility of certain payments to be made to those parties upon the conclusion of a change in control transaction, as that term is normally understood in the Company’s industry. In the event of such a change in control transaction, the Company could become liable for the payment of up to a total of $2,274,000 in termination payments. Of this amount, a total of up to $1,546,500 could become payable to senior officers and directors. 19.

   TRANSITION TO IFRS
 As stated in note 2, these are the Company's first consolidated annual financial statements prepared in accordance with IFRS. An explanation of how the transition from previous GAAP to IFRS has affected the Company’s financial position, financial performance and cash flows is set out in this note. The accounting policies in note 2 have been applied in preparing the consolidated financial statements for the year ended February 29, 2012, the comparative information for the year ended February 28, 2011, and the preparation of an opening IFRS statement of financial position on the transition date, being March 1, 2010. In preparing the consolidated financial statements for the year ended February 29, 2012, comparative information for the year ended February 28, 2011 have been adjusted from amounts reported previously in the financial statements prepared in accordance with GAAP. F-32
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   TRANSITION TO IFRS (CONTINUED)
 The guidance for the first time adoption of IFRS is set out in IFRS 1. IFRS 1 provides for certain mandatory exceptions and optional exemptions for first time adopters of IFRS. The Company elected to apply the following IFRS 1 optional exemptions: IFRS 2, Share-Based Payments, has not been applied to equity instruments granted after November 7, 2002 which had not vested as of the transition date.IFRS 3, Business Combinations, has not been applied to acquisitions of subsidiaries or of interests in associates and joint ventures that occurred before January 1, 2010.The Company has applied the transitional provision in IFRIC 4, Determining whether an Arrangement contains a Lease, and has assessed all arrangements as at the transition date. F-33
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)  19.

   TRANSITION TO IFRS (CONTINUED)
 The reconciliation between the GAAP and IFRS consolidated statement of financial position as at March 1, 2010 is provided below: As at March 1, 2010Effect oftransition toGAAP

   

   

   

   IFRS

   

   

   

   IFRSASSETSCurrent AssetsCash

   $

   13,104,968

   

   

   $

   (3,101,247

   )

   

   $

   10,003,721Receivables

   

   222,815

   

   

   

   (56,470

   )

   

   

   166,345Marketable securities

   

   89,843

   

   

   

   -

   

   

   

   89,843Deposits and prepaid expenses

   

   63,855

   

   

   

   (5,180

   )

   

   

   58,675Total current assets

   

   13,481,481

   

   

   

   (3,162,897

   )

   

   

   10,318,584Non-Current AssetsInvestment in Oromin Joint Venture Group Ltd.

   

   -

   

   

   

   50,632,970

   

   

   

   50,632,970Exploration and evaluation assets

   

   54,013,565

   

   

   

   (52,910,532

   )

   

   

   1,103,033Property, plant and equipment

   

   163,971

   

   

   

   -

   

   

   

   163,971Advances to joint venture

   

   36,374

   

   

   

   36,374

   

   

   

   72,748Deposits

   

   274,007

   

   

   

   (274,007

   )

   

   

   -Performance bond – restricted cash

   

   43,025

   

   

   

   -

   

   

   

   43,025Total non-current assets

   

   54,530,942

   

   

   

   (2,515,195

   )

   

   

   52,015,747Total Assets

   $

   68,012,423

   

   

   $

   (5,678,092

   )

   

   $

   62,334,331LIABILITIES AND EQUITYCurrent Liabilities:Trade and other payables

   $

   1,700,992

   

   

   $

   (1,080,094

   )

   

   $

   620,898EquityShare capital

   

   82,876,200

   

   

   

   -

   

   

   

   82,876,200Share-based payments reserve

   

   11,244,638

   

   

   

   -

   

   

   

   11,244,638Investment revaluation reserve

   

   (281,507

   )

   

   

   -

   

   

   

   (281,507

   )Deficit

   

   (27,527,900

   )

   

   

   (4,597,998

   )

   

   

   (32,125,898

   )Total equity

   

   66,311,431

   

   

   

   (4,597,998

   )

   

   

   61,713,433Total Liabilities and Equity

   $

   68,012,423

   

   

   $

   (5,678,092

   )

   

   $

   62,334,331
 F-34
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   TRANSITION TO IFRS (CONTINUED)
 The reconciliation between the GAAP and IFRS consolidated statement of financial position as at February 28, 2011 is provided below: As at February 28, 2011Effect ofGAAP

   

   

   

   transition to IFRS

   

   

   

   IFRSASSETSCurrent AssetsCash

   $

   18,508,910

   

   

   $

   (2,278,298

   )

   

   $

   16,230,612Receivables

   

   503,784

   

   

   

   (200,706

   )

   

   

   303,078Marketable securities

   

   89,843

   

   

   

   -

   

   

   

   89,843Deposits and prepaid expenses

   

   83,076

   

   

   

   708,767

   

   

   

   791,843Total current assets

   

   19,185,613

   

   

   

   (1,770,237

   )

   

   

   17,415,376Non-Current AssetsInvestment in Oromin Joint Venture Group Ltd.

   

   -

   

   

   

   67,508,460

   

   

   

   67,508,460Exploration and evaluation assets

   

   73,563,978

   

   

   

   (73,563,978

   )

   

   

   -Property, plant and equipment

   

   114,235

   

   

   

   -

   

   

   

   114,235Deposits

   

   720,686

   

   

   

   (720,686

   )

   

   

   -Advances to joint venture

   

   57,138

   

   

   

   57,138

   

   

   

   114,276Performance bond - restricted cash

   

   26,539

   

   

   

   -

   

   

   

   26,539Total non-current assets

   

   74,482,576

   

   

   

   (6,719,066

   )

   

   

   67,763,510Total Assets

   $

   93,668,189

   

   

   $

   (8,489,303

   )

   

   $

   85,178,886LIABILITIES AND EQUITYCurrent LiabilitiesTrade and other payables

   $

   1,435,004

   

   

   $

   (1,083,900

   )

   

   $

   351,104EquityShare capital

   

   111,298,040

   

   

   

   -

   

   

   

   111,298,040Share-based payments reserve

   

   15,710,104

   

   

   

   10,539

   

   

   

   15,720,643Investment revaluation reserve

   

   (281,507

   )

   

   

   -

   

   

   

   (281,507

   )Deficit

   

   (34,493,452

   )

   

   

   (7,415,942

   )

   

   

   (41,909,394

   )Total equity

   

   92,233,185

   

   

   

   (7,405,403

   )

   

   

   84,827,782Total Liabilities and Equity

   $

   93,668,189

   

   

   $

   (8,489,303

   )

   

   $

   85,178,886
 F-35
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   TRANSITION TO IFRS (CONTINUED)
 The reconciliation between the GAAP and IFRS total comprehensive loss for the year ended February 28, 2011 is provided below: Year ended February 28, 2011Effect ofGAAP

   

   

   transition to IFRS

   

   

   

   IFRSEXPENSESAmortization

   $

   50,535

   

   

   $

   -

   

   

   $

   50,535Filing and transfer agent fees

   

   69,150

   

   

   

   -

   

   

   

   69,150Office and rent

   

   352,214

   

   

   

   -

   

   

   

   352,214Professional and consulting fees

   

   397,424

   

   

   

   -

   

   

   

   397,424Salaries and benefits

   

   690,397

   

   

   

   -

   

   

   

   690,397Share-based payments

   

   4,302,882

   

   

   

   10,539

   

   

   

   4,313,421Travel and public relations

   

   272,588

   

   

   

   -

   

   

   

   272,588(6,135,190

   )

   

   

   (10,539

   )

   

   

   (6,145,729

   )OTHER INCOME (LOSS)Corporate advisory fee

   

   -

   

   

   

   (2,807,405

   )

   

   

   (2,807,405

   )Equity income from investment in Oromin JointVenture Group Ltd.

   

   -

   

   

   

   123,000

   

   

   

   123,000Foreign exchange gain (loss)

   

   12,112

   

   

   

   (123,000

   )

   

   

   (110,888

   )Interest income

   

   105,234

   

   

   

   -

   

   

   

   105,234Write-off of exploration and evaluation assets (Note 7)

   

   (1,443,355

   )

   

   

   -

   

   

   

   (1,443,355

   )Project administration cost recoveries

   

   495,647

   

   

   

   -

   

   

   

   495,647(830,362

   )

   

   

   (2,807,405

   )

   

   

   (3,637,767

   )Loss for the year

   

   (6,965,552

   )

   

   

   (2,817,944

   )

   

   

   (9,783,496

   )Other comprehensive income (loss)

   

   -

   

   

   

   -

   

   

   

   -Total comprehensive loss for the year

   $

   (6,965,552

   )

   

   $

   (2,817,944

   )

   

   $

   (9,783,496

   )
 F-36
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   TRANSITION TO IFRS (CONTINUED)
 The reconciliation between the GAAP and IFRS consolidated statements of cash flows for the year ended February 28, 2011 is provided below: Year ended February 28, 2011Effect of transitionGAAP

   

   

   

   to IFRS

   

   

   

   IFRSCASH FLOWS FROM OPERATINGACTIVITIESLoss for the year

   $

   (6,965,552

   )

   

   $

   (2,817,944

   )

   

   $

   (9,783,496

   )Items not affecting cash:Share-based payments

   

   4,302,882

   

   

   

   10,539

   

   

   

   4,313,421Amortization

   

   50,535

   

   

   

   -

   

   

   

   50,535Write-off of exploration and evaluation assets

   

   1,443,355

   

   

   

   -

   

   

   

   1,443,355Changes in non-cash working capital items:Receivables

   

   (280,969

   )

   

   

   144,236

   

   

   

   (136,733

   )Deposits and prepaid expenses

   

   (19,221

   )

   

   

   (713,947

   )

   

   

   (733,168

   )Trade and other payables

   

   (189,935

   )

   

   

   -

   

   

   

   (189,935

   )Net cash used in operating activities

   

   (1,658,905

   )

   

   

   (3,377,116

   )

   

   

   (5,036,021

   )CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Oromin Joint Venture Group Ltd.

   

   -

   

   

   

   (16,980,459

   )

   

   

   (16,980,459

   )Exploration and evaluation assets

   

   (20,790,259

   )

   

   

   20,480,602

   

   

   

   (309,657

   )Advances to joint venture

   

   (20,764

   )

   

   

   (20,764

   )

   

   

   (41,528

   )Deposits

   

   (720,686

   )

   

   

   720,686

   

   

   

   -Purchase of property, plant and equipment

   

   (799

   )

   

   

   -

   

   

   

   (799

   )Net cash used in investing activities

   

   (21,532,508

   )

   

   

   4,200,065

   

   

   

   (17,332,443

   )CASH FLOWS FROM FINANCING ACTIVITIESCommon shares issued for cash

   

   31,118,950

   

   

   

   -

   

   

   

   31,118,950Share issue costs

   

   (2,540,081

   )

   

   

   -

   

   

   

   (2,540,081

   )Proceeds from performance bond - restricted cash

   

   16,486

   

   

   

   -

   

   

   

   16,486Net cash provided by financing activities

   

   28,595,355

   

   

   

   -

   

   

   

   28,595,355Change in cash

   

   5,403,942

   

   

   

   822,949

   

   

   

   6,226,891Cash, beginning of year

   

   13,104,968

   

   

   

   (3,101,247

   )

   

   

   10,003,721Cash, end of year

   $

   18,508,910

   

   

   

   (2,278,298

   )

   

   $

   16,230,612
 F-37
    OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   TRANSITION TO IFRS (CONTINUED)
 NOTES TO RECONCILIATION (a)

   Basis of Consolidation
 Under GAAP, the Company accounted for its interest in OJVG as a joint venture. A joint venture is defined as an entity, asset or operation that is subject to joint control and under GAAP all joint venture arrangements, except those that are variable interest entities, must be accounted for using proportionate consolidation. Under IFRS, the Company can elect to use either the equity method or proportionate consolidation method to account for its interest in OJVG. The Company has elected to apply the equity method to account for its interest in OJVG, and the carrying value of the investment is the Company’s cost of the investment to date. The Company made this election because under the new IFRS standard, IFRS 11, Joint Arrangements, the equity method will become compulsory for joint ventures for fiscal years beginning on or after January 1, 2013 and the Company does not wish to further revise its accounting practices when this comes into effect. (b)

   Share-Based Payments
 Under GAAP, the Company measured share-based payments related to stock options at the fair value of the options granted using the Black-Scholes option pricing model and recognized this expense over the vesting period of the options. For the purpose of accounting for share-based payment transactions an individual is classified as an employee when the individual is consistently represented to be an employee under law. The fair value of the options granted to employees, contractors and consultants are measured on the date of grant. Forfeitures are recognized as they occur. IFRS 2, similar to GAAP, requires the Company to measure share-based payments related to stock options granted to employees at the fair value of the options on the date of grant and to recognize such expense over the vesting period of the options. However, for options granted to non-employees, IFRS requires that share-based payments be measured at the fair value of the services received unless the fair value cannot be reliably measured. For the purpose of accounting for share-based payment transactions an individual is classified as an employee when the individual is an employee for legal or tax purposes (“direct employee”) or provides services similar to those performed by a direct employee. This definition of an employee is broader than that previously applied by the Company and resulted in certain contractors and consultants being classified as employees under IFRS. However, the Company has determined that no adjustments were required for the year ended February 28, 2011. Under GAAP, the Company recognized an expense related to their share-based payments on a straight-line basis over the vesting period. Under IFRS, the Company is required to recognize the expense over the individual vesting periods for the graded vesting awards. There were no unvested options at the transition date. Adjustments have been made for recognizing share-based payments with graded vesting for the year ended February 28, 2011. IFRS 2 requires an entity to estimate the number of equity-settled instruments that are expected to vest and to make adjustments to the actual number that vest unless forfeitures are due to market conditions. The Company has determined the forfeiture rate to be nil and, therefore, no adjustments have been made for the year ended February 28, 2011. (c)

   Corporate advisory fee
 Under GAAP, the Company capitalized its corporate advisory fees as resource property costs. Upon transition to IFRS, the Company changed its accounting policy to recognize these fees as expenditures as they are incurred. F-38
     Financial Statements 
    [Expressed in Canadian dollars] Oromin Joint Venture Group Ltd.February 29, 2012 and February 28, 2011 F-39
     INDEPENDENT AUDITORS’ REPORT To the Shareholders ofOromin Joint Venture Group Ltd. We have audited the accompanying financial statements of Oromin Joint Venture Group Ltd., which comprise the statements of financial position as at February 29, 2012 and February 28, 2011 and the statements of comprehensive income (loss), changes in shareholders’ deficiency and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. F-40
    - 2 - We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Oromin Joint Venture Group Ltd.as at February 29, 2012 and February 28, 2011 and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Emphasis of matter Without qualifying our opinion, we draw attention to note 1 in the financial statements which indicates that the Company has a shareholders’ deficiency of $23,655,109. This condition, along with other matters as set forth in note 1, indicates the existence of a material uncertainty that may cast significant doubt about Oromin Joint Venture Group Ltd.’sability to continue as a going concern. /s/ Ernst & Young Chartered Accountants 
    Vancouver, Canada, 
    July 11, 2012. F-41
    Oromin Joint Venture Group Ltd. STATEMENTS OF FINANCIAL POSITION[Expressed in Canadian dollars] As at February 29,
        
        
        February 28,2012
        
        
        2011$
        
        
        $ASSETSCurrentCash
        237,371
        
        
        4,556,596Prepaid expenses
        29,572
        
        
        23,837Total current assets
        266,943
        
        
        4,580,433Intangible exploration and evaluation assets [note 3]
        155,503,549
        
        
        133,562,338155,770,492
        
        
        138,142,771LIABILITIES AND SHAREHOLDERS’ DEFICIENCYCurrentTrade and other payables [note 6]
        1,851,646
        
        
        3,345,505Due to related party [note 6]
        91,203
        
        
        24,597Total current liabilities
        1,942,849
        
        
        3,370,102Advances [note 4]
        143,273,607
        
        
        122,175,316Accrued interest [note 4]
        34,209,145
        
        
        22,623,819Total liabilities
        179,425,601
        
        
        148,169,237Nature and continuance of operations [note 1]Commitments [note 9]Shareholders’ deficiencyShare capital [note 5]
        —
        
        
        —Deficit
        (23,655,109
        )
        
        (10,026,466
        )Total shareholders’ deficiency
        (23,655,109
        )
        
        (10,026,466
        )155,770,492
        
        
        138,142,771
 See accompanying notes F-42
    Oromin Joint Venture Group Ltd. STATEMENTS OF COMPREHENSIVE INCOME (LOSS)[Expressed in Canadian dollars] Year ended
        
        
        Year endedFebruary 29,
        
        
        February 28,2012
        
        
        2011$
        
        
        $EXPENSESAudit and accounting fees
        (393,615
        )
        
        —Bank charges
        4,579
        
        
        (708
        )(389,036
        )
        
        (708
        )Other income (loss)Interest expense [note 4]
        (11,347,750
        )
        
        (9,085,855
        )Foreign exchange gain (loss)
        (1,891,857
        )
        
        10,128,929Total comprehensive income (loss)
        (13,628,643
        )
        
        1,042,366
 See accompanying notes F-43
    Oromin Joint Venture Group Ltd. STATEMENTS OF CHANGES IN 
    SHAREHOLDERS’ DEFICIENCY[Expressed in Canadian dollars] For the years ended February 29, 2012 and February 28, 2011 Shares
        
        
        Capital
        
        
        Deficit
        
        
        Total#
        
        
        $
        
        
        $
        
        
        $Balance, February 28, 2010
        
        200
        
        
        —
        
        
        (11,068,832
        )
        
        (11,068,832
        )Total comprehensive income
        
        —
        
        
        —
        
        
        1,042,366
        
        
        1,042,366Balance, February 28, 2011
        
        200
        
        
        —
        
        
        (10,026,466
        )
        
        (10,026,466
        )Total comprehensive loss
        
        —
        
        
        —
        
        
        (13,628,643
        )
        
        (13,628,643
        )Balance, February 29, 2012
        
        200
        
        
        —
        
        
        (23,655,109
        )
        
        (23,655,109
        )
 See accompanying notes F-44
   Oromin Joint Venture Group Ltd. STATEMENTS OF CASH FLOWS[Expressed in Canadian dollars] Year ended
        
        
        Year endedFebruary 29,
        
        
        February 28,2012
        
        
        2011$
        
        
        $OPERATING ACTIVITIESComprehensive income (loss) for the year
        (13,628,643
        )
        
        1,042,366Add (deduct) items not affecting cashAccrued interest on shareholder loans
        11,347,750
        
        
        9,085,855Foreign exchange gain (loss)
        1,891,857
        
        
        (10,128,929
        )Changes in non-cash working capital balancesPrepaid expenses
        (5,735
        )
        
        166,127Due to related party
        66,606
        
        
        2,906Cash provided by (used in) operating activities
        (328,165
        )
        
        168,325INVESTING ACTIVITIESIntangible exploration and evaluation assets
        (23,435,070
        )
        
        (36,529,075
        )Cash used in investing activities
        (23,435,070
        )
        
        (36,529,075
        )FINANCING ACTIVITIESAdvances from shareholders
        19,274,808
        
        
        34,468,142Cash provided by financing activities
        19,274,808
        
        
        34,468,142Impact of foreign exchange on cash balances
        169,202
        
        
        246,710Net decrease in cash during the year
        (4,319,225
        )
        
        (1,645,898
        )Cash, beginning of year
        4,556,596
        
        
        6,202,494Cash, end of year
        237,371
        
        
        4,556,596
 See accompanying notes F-45
   Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 1. NATURE AND CONTINUANCE OF OPERATIONS The financial statements of Oromin Joint Venture Group Ltd. [the “Company”] for the year ended February 29, 2012, were authorized for issue in accordance with a resolution of directors of the Company on July 11, 2012. The Company was incorporated on August 18, 2006 under the Company Act of British Virgin Islands. The address of the Company’s registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The Company is domiciled in the British Virgin Islands. The Company holds all right, title and interest in and to the exploration concession and mining license in Sénégal known as the “OJVG Project”, the Company’s sole mineral property interest. The Company is in the business of exploring its mineral property and its current activities are in exploration and evaluation. The recoverability of the Company’s expenditures on its mineral property is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and future profitable commercial production or proceeds from the disposition thereof. The Company has sustained substantial losses from operations since inception, has a shareholders’ deficiency of $23,655,109 and has no current source of revenue. Continued operations of the Company are dependent upon its ability to receive continued financial support from its shareholders, complete public or private equity or debt financings, or generate profitable operations in the future. These matters may cast significant doubt as to the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards [“IFRS”] as issued by the International Accounting Standards Board [“IASB”]. The financial statements have been prepared on a historical cost basis. F-46
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 Foreign currency translation The financial statements are presented in Canadian dollars, which is the Company’s functional currency and presentation currency. Transactions in foreign currencies are translated to the functional currency at exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are translated at historical rates. Gains and losses are recorded in the statement of comprehensive income (loss). Financial instruments The Company classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, available for sale financial assets and financial liabilities at amortized cost. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Financial liabilities at amortized cost The Company’s trade and other payables, due to related party, advances and accrued interest are classified as financial liabilities at amortized cost and are initially measured at fair value and subsequently measured at amortized cost. Impairment of financial assets Financial assets or a group of financial assets are assessed for indicators of impairment at each statement of financial position reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; ordefault or delinquency in interest or principal payments; orit becoming probable that the borrower will enter bankruptcy or financial re-organization. F-47
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 For loans and receivables carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced by the impairment loss through the use of a provision account. Subsequent recoveries of amounts previously written off are credited against the provision account. Changes in the carrying amount of the provision account are recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Exploration and evaluation Mineral properties Exploration and evaluation expenditures are recognized as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: the rights to tenure of the area of interest are current; andat least one of the following conditions is also met:
    the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; orexploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling, and associated activities used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to the operational activities in a particular area of interest. Borrowing costs are expensed as incurred. Exploration and evaluation assets are only carried forward to the extent they will be utilized in future production activities once evaluation of the expenditure has been undertaken in conjunction with the expected plans for the project. F-48
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 Impairment of exploration and evaluation assets Exploration and evaluation assets are assessed for impairment if [i] sufficient data exists to determine technical feasibility and commercial viability, or [ii] facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss [if any]. Restoration and rehabilitation provision A provision for restoration and rehabilitation is recognized when there is a present legal or constructive obligation, as a result of exploration, development, or production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing facilities, abandoning sites and restoring the affected areas. The restoration and rehabilitation provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements. Future restoration costs are reviewed at least annually and any changes in the estimate are reflected in the present value of the restoration and rehabilitation provision at each reporting date. To date the Company does not have any significant restoration obligations. Segment reporting The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral properties. The Company’s sole mineral property is located in the Republic of Sénégal. Use of judgments and estimates The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of income and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to the determination of impairment of assets and to the restoration and rehabilitation provision. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. F-49
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 In particular, information about significant areas of judgment and estimation uncertainty considered by management in preparing the financial statements is described below. Mine rehabilitation provision[note 3] The Company assesses its mine rehabilitation provision annually. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. In the Company’s judgment, there is no significant provision required to date. Impairment of assets[note 3] The Company assesses the cash generating unit annually to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of estimated future cash flows arising from the continued use of the asset, which includes estimates such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Management has assessed the cash generating unit as being the individual mine site, which is the lowest level for which cash inflows are largely independent of those of other assets. Production start date[note 3] The Company assesses the stage of each mine under construction to determine when a mine moves into the production stage being when the mine is substantially complete and ready for its intended use. The criteria used to assess the start date are determined based on the unique nature of each mine construction project, such as the complexity of a plant and its location. The Company considers various relevant criteria to assess when the production phase is considered to commence and all related amounts are reclassified from “intangible exploration and evaluation assets” to “producing mines” and “property, plant and equipment”. Some of the criteria used will include, but are not limited to, the following: Level of capital expenditure incurred compared to the original construction cost estimatesCompletion of a reasonable period of testing of the mine plant and equipmentAbility to produce metal in saleable form [within specifications]
    Ability to sustain ongoing production of metal F-50
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 When a mine development/construction project moves into the production stage, the capitalization of certain mine development/construction costs ceases and costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalization relating to mining asset additions or improvements, underground mine development or mineable reserve development. It is also at this point that depreciation/amortization commences. New standards not yet adopted IAS 1, Presentation of Financial Statements– The IASB has amended the disclosure requirement of items presented in other comprehensive income [“OCI”], including a requirement to separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss in the future. This amendment is effective for annual periods beginning on or after July 1, 2012. The Company is currently evaluating the impact the final standard is expected to have on its financial statements.
 IFRS 7, Financial Instruments: Disclosures- In December 2011, the IASB amended IFRS 7, Financial Instruments: Disclosuresrequiring additional disclosures on offsetting of financial assets and financial liabilities. This amendment is effective for annual periods beginning on or after January 1, 2013. This standard also requires additional disclosures about the initial application of IFRS 9. This amendment is effective for annual periods beginning on or after January 1, 2015 [or otherwise when IFRS 9 is first applied]. IAS 32, Financial Instruments: Presentation, was amended in December 2011 relating to application guidance on the offsetting of financial assets and financial liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is currently evaluating the impact the final standard is expected to have on its financial statements. IFRS 9, Financial Instruments- The IASB intends to replace IAS 39, Financial Instruments: Recognition and Measurement[“IAS 39”], in its entirety with IFRS 9, Financial Instruments
    [“IFRS 9”] in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39, and is effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at fair value through profit or loss, financial guarantees and certain other exceptions. The Company is currently evaluating the impact the final standard is expected to have on its financial statements. F-51    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 IFRS 10, Consolidated Financial Statements– This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. This standard [i] requires a parent entity [an entity that controls one or more other entities] to present consolidated financial statements; [ii] defines the principle of control, and establishes control as the basis for consolidation; [iii] sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee; and [iv] sets out the accounting requirements for the preparation of consolidated financial statements. IFRS 10 supersedes IAS 27, Consolidated and Separate Financial Statementsand SIC-12, Consolidation – Special Purpose Entitiesand is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. IFRS 11, Joint Arrangements– This standard establishes the core principle that a party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. IFRS 12, Disclosure of Involvement with Other Entities– This standard requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. IFRS 13, Fair Value Measurement– This standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when another IFRS requires or permits fair value measurements or disclosures about fair value measurements [and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements], except for: share-based payment transactions within the scope of IFRS 2, Share-based Payment; leasing transactions within the scope of IAS 17, Leases; measurements that have some similarities to fair value but that are not fair value, such as net realizable value in IAS 2, Inventoriesor value in use in IAS 36, Impairment of Assets. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. F-52
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 3. INTANGIBLE EXPLORATION AND EVALUATION ASSETS In October 2004, one of the founding shareholders of the Company, Oromin Explorations Ltd. [“Oromin”] was awarded an exploration concession in Sénégal known as the Sabodala Project [since renamed the “OJVG Project”], and Oromin’s rights were formalized in a Mining Convention with the government of Sénégal dated February 17, 2005 and updated thereafter. The Mining Convention granted Oromin the sole right to acquire a 100% interest in this project, subject to a 10% free carried interest, after repayment of capital and accrued interest thereon, held in favour of the government of Sénégal. The OJVG Project was subsequently transferred by Oromin to Oromin Joint Venture Group Ltd. [the “Company”], a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Limited [“SHL”], a company wholly owned by Oromin, 43.5% by Bendon International Ltd. [“Bendon”], a company incorporated in the British Virgin Islands, and 13.0% by Badr Investment & Finance Company [“Badr”], a company based in Saudi Arabia. Oromin is the operator of the OJVG Project and recovers its related administration costs from the Company. In order to acquire and maintain in good standing its interest in the OJVG Project, Oromin or the Company were obliged to spend at least US$32 million on exploration of the OJVG Project through December 2009 through a series of expenditure milestones, conditions which were met on schedule. Having met these milestone conditions, on January 26, 2010 the Company was granted a renewable exploitation license for the OJVG Project for a term of fifteen years. This license allows the Company to carry out mining operations once feasibility is established. Under the Mining Code of Sénégal, the mining license must be held by a Sénégalese company and accordingly the Company is in the process of establishing an operating company under the laws of Sénégal. The operating company will be owned by the Company as to 90% and by the Government of Sénégal as to 10%. The interest of the Government of Sénégal is fully carried, subject to the capital and accrued interest recoveries set out above, and the government is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, the Company is obliged to offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. Effective March 28, 2011, the Mining Convention in respect of the OJVG Project was altered by a rider agreement. Among other matters, this agreement [i] committed the Company to invest US$450,000 per year for the social development of local communities until the date of first commercial production, increasing to US$800,000 per year from the date of first commercial production; [ii] established the Company’s holiday from most forms of taxation in Sénégal to be eight years from the date of issue of its mining license, which is January 26, 2010; and [iii] committed the Company to contribute up to US$150,000 per year starting from the date of first commercial production for mining-related training of Sénégalese nationals. F-53
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 The Company was incorporated in August 2006 in anticipation of the completion of an initial expenditure obligation, and in December 2006, SHL, Bendon and Badr completed a shareholders’ agreement governing the conduct of the Company and the OJVG Project. Under the terms of a prior agreement, which was superseded by the establishment of the Company, Bendon provided an initial US$2.8 million in exploration expenditures with Oromin providing the next US$5.2 million. Following the completion of the initial US$8 million obligation in October 2006, SHL and Bendon were required to fund and have been funding further exploration and related costs of the OJVG Project equally; Badr has a free carried interest through the commencement of production, subject to repayment of capital and accrued interest thereon. The Company became a stand-alone incorporated entity effective March 1, 2007. Prior to that date its exploration costs were incurred as an unincorporated joint venture among Oromin, Bendon and Badr. That joint venture commenced its activities effective December 1, 2004 being the beginning of the first fiscal quarter of the joint venture following the notification of the award of the mining concession as set out above. During the period April 2004 to November 2004, the shareholders incurred costs of $498,663, which have not been included as they were incurred prior to any legal tenure being established. Of this amount, $269,717 was paid by Oromin and $228,946 by Bendon. F-54
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 Exploration and evaluation costs capitalized by the Company are summarized as follows: $Balance, February 28, 2010
        96,459,272Camp operation
        2,852,720Contractors and geological staff [note 6]
        2,245,250Drilling
        17,416,654Engineering
        5,602,991Exploration office
        731,859Land and legal [note 6]
        256,946Mining concession fee
        216,888Sample analysis
        3,300,694Social programs
        471,413Travel and accommodation
        1,086,338Wages and benefits
        1,788,142Project administration [note 6]
        1,133,17137,103,066Balance, February 28, 2011
        133,562,338Camp operation
        2,383,514Contractors and geological staff [note 6]
        2,052,096Drilling
        7,383,802Engineering
        1,482,560Exploration office
        703,536Land and legal [note 6]
        290,672Sample analysis
        1,744,286Social programs
        1,502,934Travel and accommodation
        1,454,985Wages and benefits
        1,497,454Project administration [note 6]
        1,445,37221,941,211Balance, February 29, 2012
        155,503,549
 F-55
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 4. ADVANCES Bendon
        
        
        
        Oromin
        
        
        
        TotalsAccrued
        
        
        
        
        
        
        
        Accrued
        
        
        
        
        
        
        
        AccruedAdvances
        
        
        
        interest
        
        
        
        Advances
        
        
        
        interest
        
        
        
        Advances
        
        
        
        interest$
        
        
        
        $
        
        
        
        $
        
        
        
        $
        
        
        
        $
        
        
        
        $Balance, February 28, 2010
        
        46,830,674
        
        
        
        7,134,642
        
        
        
        49,218,602
        
        
        
        7,943,439
        
        
        
        96,049,276
        
        
        
        15,078,081Additions
        
        17,234,071
        
        
        
        4,472,332
        
        
        
        17,234,071
        
        
        
        4,613,523
        
        
        
        34,468,142
        
        
        
        9,085,855Foreign exchange gain
        
        (4,081,782
        )
        
        
        (736,616
        )
        
        
        (4,260,320
        )
        
        
        (803,501
        )
        
        
        (8,342,102
        )
        
        
        (1,540,117
        )Balance, February 28, 2011
        
        59,982,963
        
        
        
        10,870,358
        
        
        
        62,192,353
        
        
        
        11,753,461
        
        
        
        122,175,316
        
        
        
        22,623,819Additions
        
        9,637,404
        
        
        
        5,593,656
        
        
        
        9,637,404
        
        
        
        5,754,094
        
        
        
        19,274,808
        
        
        
        11,347,750Foreign exchange loss
        
        897,336
        
        
        
        113,436
        
        
        
        926,147
        
        
        
        124,140
        
        
        
        1,823,483
        
        
        
        237,576Balance, February 29, 2012
        
        70,517,703
        
        
        
        16,577,450
        
        
        
        72,755,904
        
        
        
        17,631,695
        
        
        
        143,273,607
        
        
        
        34,209,145
 In accordance with the Company shareholder agreement, the operations of the joint venture are jointly funded by Oromin and Bendon. The advances accrue interest at the prime lending rate in effect at JP Morgan Chase Bank in New York City from time to time plus 5% calculated from the date of advances. The advances and accrued interest are repaid equally from the profits of the joint venture subordinated to any due and payable third-party loans advanced for mine costs. These advances and accrued interest are denominated in US dollars. Expressed in that currency, total advances at February 29, 2012 are US$145,219,549 [February 28, 2011 - US$125,449,549] and total accrued interest at February 29, 2012 is US$34,673,773 [February 28, 2011 -US$23,230,125]. 5. SHARE CAPITAL Authorized A maximum of 50,000 no par value shares of a single class. Issued Common shares: 200 [February 28, 2011 - 200] F-56
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 6. RELATED PARTY TRANSACTIONS Pursuant to the Shareholders Agreement Oromin acts as Operator of the Company. As set out in note 3 Oromin provides administration and management services to the Company for which it may recover related administration costs. The Company does not have senior executives as the joint venture shareholders are the key decision makers. The Company incurred costs with Oromin and its senior officers as follows for the years then ended: Year ended
        
        Year endedFebruary 29,
        
        February 28,2012
        
        2011$
        
        $Project administration
        
        1,445,372
        
        1,133,171Contractors and geological staff
        
        221,968
        
        221,867Land and legal
        
        259,800
        
        239,818
 These costs have been capitalized as intangible exploration and development assets on the Company’s statement of financial position. Included in trade and other payables and due to related party at February 29, 2012 is $119,265 [February 28, 2011 - $24,597] due to Oromin in its capacity as Operator of the Company or to the senior officers described above. These transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties. 7. INCOME TAXES The Company is incorporated in the British Virgin Islands, a jurisdiction which does not levy a corporate income tax. To date, the Company has conducted its operations in Sénégal as a branch. Pursuant to the Mining Code, the Company’s right title and interest in and to the OJVG Project must, in due course and prior to the commencement of commercial production, be transferred to an operating Company under the laws of Sénégal as set out in note 3. The establishment of this operating company is in process. F-57
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 Pursuant to the Mining Convention, the OJVG Project is the beneficiary of an eight-year tax holiday commencing January 26, 2010, encompassing, among other matters, income taxation. This tax holiday shall pass through to the operating company described above upon the transfer of the rights in and to the project to the operating company. Pursuant to a further rider agreement dated September 23, 2011, if the Company has not really committed to its investment processes by September 23, 2012 the Minister of Mines reserves the right to cancel any or all of the tax incentives granted by the Mining Code following formal notification. The rate of corporate tax currently in effect in Sénégal is 25%. 8. SEGMENT INFORMATION The Company has one operating segment, being the exploration of resource properties. The Company’s exploration and evaluation activities are conducted entirely in the Republic of Sénégal. 9. CAPITAL MANAGEMENT The Company regards its advances from shareholders as the equivalent of capital for purposes of this policy. The Company is completely dependent on its shareholders to continue to support its operations while in the stage of its development prior to the commencement of commercial production. The Company manages its capital structure and makes adjustments to it based on the funds required by and available to the Company. The Company’s objective for capital management is to plan for the capital required to support the Company’s ongoing acquisition and exploration of its mineral property. The Company’s mineral property is in the exploration and evaluation stage, as no production decision leading to a development stage has been made. As an exploration stage company, the Company is currently unable to self-finance its operations. The Company has historically relied on loans advanced by its shareholders to finance operations. In order to carry out the Company’s planned exploration programs and to pay for administrative costs, the Company will spend its existing working capital and seek to raise additional funds as required. The Company uses a planning and budgeting process to manage its capital requirements. F-58
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments consist of cash, trade and other payables, due to related party, accrued interest and advances. The carrying values of these financial instruments approximate their fair values due to their immediate or short-term maturity or, in the case of advances, due to the market interest rate. The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, interest rate risk and credit risk. The Company’s objective with respect to financial instrument risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial instrument risks are mitigated to acceptable levels. Foreign currency risk Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar [CAD] may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash, trade and other payables, due to related party, accrued interest and advances in United States dollars [USD] or CFA francs – a currency which has a fixed exchange rate with the Euro. At February 29, 2012, the Company’s exposure to exchange rate changes for the CFA franc and USD were not material. To date, the Company has elected not to hedge its foreign currency exposures by futures or options strategies. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 29, 2012, the Company held cash resources of $237,371 and had current liabilities of $1,942,849. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations, the Company will depend on further advances from its shareholders. If such advances are not forthcoming, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration activities and anticipating the provision of advances from shareholders. Management and the shareholders are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments. F-59
    Oromin Joint Venture Group Ltd. NOTES TO FINANCIAL STATEMENTS[Expressed in Canadian dollars] February 29, 2012 and February 28, 2011 Interest rate risk The Company’s advances from shareholders bear interest at the prime rate in effect at JP Morgan Chase Bank in New York City from time to time plus 5 percent. The Company recorded interest expense of $11,347,750 in 2012 [2011 - $9,085,855] based on the rate of 8.25 percent, a rate which has not changed since December 2008. The Company is exposed to a material increase in interest expense should the JPMC prime increase. Had the JPMC prime been one percent greater during 2012 and 2011, the Company’s interest expense would have been $12,723,235 and $10,187,171, respectively. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company has no material counterparties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, and, to a lesser extent, at a major bank in Sénégal. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. 11. COMMITMENTS Pursuant to the Mining Convention, the Company is committed to pay to agencies of the Government of Sénégal a yearly 3 percent gold royalty based on the value at the mine site of gold mined and produced. F-60
     OROMIN EXPLORATIONS LTD. STOCK OPTION PLAN July 14, 2009 (as amended March 1, 2011) E-462
     OROMIN EXPLORATIONS LTD. STOCK OPTION PLAN 1.
        INTERPRETATION
  1.1
        Defined Terms
 For the purposes of this Plan, the following terms will have the following meanings:  (a)
      “Associate” has the meaning ascribed to that term under section 1(1) of the Securities Act(British Columbia);(b)
      “Assignee” means (i)
      the legal personal representatives of a Participant or(ii)
      a Permitted Assign of a Participant to whom Options have been granted or issued in accordance with subsection 4.5, and includes the legal personal representatives and successors and permitted assigns of a Permitted Assign of a Participant; (c)
      “Blackout Period” means an interval of time (i)
      when the Disclosure Policy restricts Participants from trading in any securities of the Company because they may be in possession of confidential information; or(ii)
      when the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of confidential information; or(iii)
      when, in accordance with the listing rules of any exchange on which the Common Shares are listed, dealings (including issuances or trades) in the securities of the Company are prohibited; (d)
      “Board” means, subject to subsection 3.1, the board of directors of the Company;(e)
      “Business Day” means any day other than a Saturday, a Sunday, a statutory or public holiday or any other day on which the banks are not regularly open for business in the City of Vancouver, British Columbia;(f)
      “Cause” means any act, omission or course of conduct recognized as cause for dismissal or termination of employment or engagement under applicable law, including, without limitation, embezzlement, theft, fraud, wilful failure to follow any lawful directive of the Company and wilful misconduct detrimental to the interests of the Company; E-463
    – 2 – (g)
      “Change of Control” means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than 50% plus one of the outstanding voting securities of the Company;(h)
      “Common Shares” means the common shares without par value of the Company as constituted on the date of this Plan, provided that, in the event of any adjustment pursuant to section 8, “Common Shares” will thereafter mean the securities or other property resulting from the events giving rise to the adjustment;(i)
      “Company” means Oromin Explorations Ltd.;(j)
      “Disability” means any disability with respect to a Participant that the Board, in its sole and unfettered discretion, considers likely to prevent the Participant permanently from: (i)
      being employed or engaged by the Company, its Subsidiaries or another employer in a position that is the same as or similar to that in which the Participant was last employed or engaged by the Company;(ii)
      acting as a director or officer of the Company or its Subsidiaries; or(iii)
      engaging in any substantial gainful activity by reason of any medically determinable mental or physical impairment that can be expected to result in death or that has lasted or can be expected to last for a continual period of not less than 12 months; (k)
      “Disclosure Policy” means the disclosure policy of the Company, as may be amended from time to time, which policy is contained in the corporate governance manual of the Company, as may be amended from time to time;(l)
      “Eligible Director” means each of the directors of the Company from time to time and each of the directors of any Subsidiary from time to time;(m)
      “Eligible Officer” means each of the officers of the Company from time to time and each of the officers of any Subsidiary from time to time;(n)
      “Eligible Person” means: (i)
      an Eligible Director,(ii)
      an Eligible Officer,(iii)
      a Service Provider, and(iv)
      an Insider of the Company or any Subsidiary; (o)
      “Exchange” means the Toronto Stock Exchange or, if the Common Shares are not listed on the Toronto Stock Exchange, such other stock exchange on which the Common Shares are listed that in the opinion of the Board is the Company’s principal or “home” exchange; E-464
    – 3 – (p)
      “Expiry Date” means the date set by the Board under subsection 3.2 of the Plan as the last date on which an Option may be exercised by the Participant or its Assignee;(q)
      “Grant Date” means (i)
      subject to subsection (ii), the date on which an Option is granted; or(ii)
      if applicable rules of any stock exchange on which the Common Shares are listed require that a particular Option proposed to be granted not be issued or granted until prior shareholder approval is obtained for such issuance or grant, then “Grant Date” means the date upon which the Board resolves to seek such shareholder approval and grant such Option, notwithstanding that the Option may not actually be granted and issued until a subsequent date upon receipt of the necessary shareholder approval; (r)
      “Insider” has the meaning ascribed in the Toronto Stock Exchange Company Manual;(s)
      “ITA” means the Income Tax Act (Canada), as amended or replaced from time to time;(t)
      “Joint Actor” means a person acting jointly or in concert with an offeror, as defined in section 91 of the Securities Act(Ontario);(u)
      “Market Value” of Common Shares at any applicable date means: (i)
      subject to subsections (ii) and (iii), the volume weighted average trading price of the Common Shares calculated by dividing the total value of Common Shares traded by the total volume of Common Shares traded for the five trading days immediately preceding the Grant Date on the stock exchange upon which the majority of the trading volume and trading value of the Common Shares occurred for such period; or(ii)
      subject to subsection (iii), if at least 75% of each of the trading volume and trading value of the Common Shares for the six months preceding the Grant Date is on a stock exchange other than the Toronto Stock Exchange, the price per Common Share acceptable under the requirements of that stock exchange that, in the opinion of the Board, is reflective of the market price of the Common Shares on the Exchange and such other stock exchange; or(iii)
      if the Common Shares are not listed on any stock exchange, the price per Common Share on the over-the-counter market determined by dividing the aggregate sale price of the Common Shares sold by the total number of such Common Shares so sold on the applicable market on the last day prior to the Grant Date; (v)
        “Offer” has the meaning set forth in subsection 7.1;(w)
        “Option” means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;(x)
        “Option Agreement” means a written agreement, in the form attached hereto as Schedule A, evidencing each Option;
 E-465
     – 4 – (y)
      “Option Price” means the price per Common Share at which a Participant may purchase Option Shares as fixed by the Board, adjusted from time to time in accordance with the provisions of section 8;(z)
      “Option Shares” means the aggregate number of Common Shares that a Participant or its Assignee may purchase under an Option;(aa)
      “Outstanding Issue” is determined on the basis of the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Option in question, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one-year period;(bb)
      “Participant” means an Eligible Person to whom Options have been granted;(cc)
      “Permitted Assign” with reference to a Participant means: (i)
      a trustee, custodian, or administrator acting on behalf of, or for the benefit of the Participant,(ii)
      a corporation or other entity that is controlled by the Participant, or(iii)
      a registered retirement savings plan or a registered retirement income fund (as those terms are defined in the ITA) of the Participant; (dd)
      “Plan” means this Stock Option Plan of the Company;(ee)
      “Right” has the meaning set forth in subsection 6.6;(ff)
      “Service Provider” means: (i)
      an employee (including full-time and part-time employees) of the Company or any of its Subsidiaries;(ii)
      any other individual, corporation, partnership or other entity engaged on a bona fidebasis to provide ongoing management or consulting services to the Company, to a Subsidiary or to any entity controlled by the Company or a Subsidiary for an initial, renewable or extended period of twelve months or more; and(iii)
      any individual who is providing ongoing management or consulting services to the Company, to a Subsidiary or to any entity controlled by the Company or a Subsidiary indirectly through a corporation, partnership or other entity that is a Service Provider under subsection (ii); (gg)
      “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise; E-466
    – 5 – (hh)
      “Subsidiary” meansany corporation or company of which outstanding securities to which are attached more than 50% of the votes that may be cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other than by way of security only, by or for the benefit of the Company and/or by or for the benefit of any other corporation or company in like relation to the Company, and includes any corporation or company in like relation to a Subsidiary;(ii)
      “Unissued Option Shares” means the number of Common Shares, at a particular time, that have been allotted for issuance upon the exercise of an Option but that have not been issued, as adjusted from time to time in accordance with the provisions of section 8, such adjustments to be cumulative; and(jj)
      “Vested” means that an Option has become exercisable in respect of a number of Option Shares by the Participant or its Assignee pursuant to the terms of the Option Agreement. Words importing the singular number only will include the plural and vice versa and words importing the masculine will include the feminine. This Plan and all matters to which reference is made herein will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Unless the context otherwise requires or the Board determines otherwise, all references to currency will be to the lawful money of Canada. 2.
        STATEMENT OF PURPOSE2.1
        Principal Purposes
 The principal purpose of the Plan is to advance the interests of the Company by (i) providing Eligible Persons with additional incentive to develop and promote the growth and success of the Company, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Company, (iv) encouraging Eligible Persons to remain with the Company or its Subsidiaries, and (v) attracting and retaining persons of outstanding competence whose efforts will dictate, to a large extent, the future growth and success of the Company. 3.
        ADMINISTRATION OF THE PLAN3.1
        Board or Committee
 This Plan will be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than two directors. If a committee is appointed for this purpose, all references to the Board will be deemed to be references to the committee. 3.2
        Authority of the Board
 Subject only to the express limitations of the Plan and the requirements of any stock exchange on which the Common Shares are listed, the Board will have the sole and unfettered authority:  (a)
      to grant Options to purchase Common Shares to Eligible Persons; E-467
    – 6 – (b)
      to determine the terms, limitations, restrictions and conditions respecting such grants, including, the Expiry Date of an Option, the number of Common Shares for which any Option may be granted to an Eligible Person and the Option Price;(c)
      to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it will from time to time deem advisable;(d)
      to authorize any director or officer to execute and deliver any Option Agreement, notice, commitment or documents and to do any other act as contemplated by the Plan for and on behalf of the Company;(e)
      to delegate to a committee of the Board, on such terms as the Board in its discretion determines, all or any part of the authority of the Board hereunder to administer and implement the Plan; and(f)
      to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with section 10 hereof, as it may deem necessary or advisable. 3.3
        Discretion of the Board
 The determinations of the Board under the Plan (including, without limitation, determinations of Service Providers who may receive grants of Options and the amount and timing of such grants), need not be uniform and may be made by the Board selectively among Eligible Persons who receive, or are eligible to receive, grants of Options under the Plan, whether or not such Eligible Persons are similarly situated as to office, length of service, salary or any other factor. The Board may, in its discretion, authorize the granting of additional Options to a Participant or its Assignee before an existing Option has terminated. 3.4
        Interpretation of the Plan
 Except as set forth in subsection 8.4, the interpretation and construction of any provision of the Plan by the Board will be final and conclusive. All guidelines, rules, regulations, decisions and interpretations of the Board respecting the Plan, Option Agreements or the Options will be binding and conclusive on the Company and on all Participants and their Assignees. 4.
        GRANT OF OPTIONS4.1
        Eligibility
 Participation in this Plan is limited to Participants who are designated from time to time by the Board. Participation is voluntary and the extent to which any Participant is entitled to participate in this Plan will be determined by the Board. 4.2
        Option Terms
 The Board may from time to time authorize the issue of Options to Participants, or as designated by a Participant in accordance with subsection 4.5, on the terms and subject to the conditions set out in this Plan and any additional terms and conditions set out in the Option Agreement as determined by the Board in its sole and unfettered discretion. Notwithstanding any such terms:  E-468
     – 7 – (a)
      the Board will establish the vesting terms, in accordance with subsection 4.3;(b)
      the Option Price under each Option will be not less than the Market Value on the Grant Date or such other minimum price as the Exchange may require;(c)
      the Board will set the Expiry Date for each Option at the time of issue of the Option, provided that, subject to extension in connection with a Blackout Period as provided under subsection 6.8, the Expiry Date will not be more than 10 years after the Grant Date; and(d)
      Options will not be assignable or transferable by the Participant or its Assignee, except: (i)
      to the extent necessary to enable Options that have Vested at the time of death of a Participant or its Assignee to be exercised by the legal personal representatives or beneficiary(ies) of the Participant or its Assignee as contemplated in subsection 6.5(a) and(ii)
      as provided in subsection 4.5. The Board will not be permitted to amend the Option Price except as set out in section 8 of this Plan. 4.3
        Vesting of Option Shares
 The Board may determine and impose terms upon which each Option will become Vested in respect of Option Shares, including whether vesting will be in installments. 4.4
        Option Agreements
 Each Option will be confirmed by the execution of an Option Agreement. Each Participant or its Assignee will have the option to purchase the Option Shares from the Company at the time and in the manner set out in the Plan and in the Option Agreement applicable to the particular Option. The execution of an Option Agreement will constitute conclusive evidence that the grant of Options to the Participant or its Assignee has been completed in compliance with the Plan. 4.5
        Issuance and Transferability of Options
 Notwithstanding any other provision of the Plan:  (a)
      a Participant may, when offered an Option, specify that the Option be issued to a Permitted Assign of the Participant;(b)
      a Participant or its Assignee may at any time, and regardless of whether the Option has Vested, transfer an Option that has been granted to the Participant or its Assignee, including an Option that was granted to under any previous stock option plan of the Company, to a Permitted Assign of the Participant; provided that the Participant provides prior notification to the Company and a replacement Option Agreement is signed by the Permitted Assign. E-469
    – 8 – 5.
        COMMON SHARES SUBJECT TO THE PLAN5.1
        Limits on Common Shares Issuable on Exercise of Options
 Subject to section 8, at any time the maximum number of Common Shares that may be issuable pursuant to Options granted under the Plan, which Options are outstanding but unexercised and whether or not they are Vested, will be a number equal to 10% of the number of issued and outstanding Common Shares. For the purposes of this subsection 5.1, the total number of “issued and outstanding Common Shares” is determined on the basis of the number of Common Shares that are issued and outstanding immediately prior to the Option issuance in question, on a non-diluted basis. 5.2
        Terminated or Cancelled Options
 Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, will again be available for grant under the Plan. No fractional shares will be issued. Refer to subsection 6.7 for the manner in which a fractional share value will be treated. 6.
        EXERCISE OF OPTIONS6.1
        When Options May be Exercised
 Subject to this section 6, an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares that have Vested at any time after the Grant Date up to the close of business in the location where the Company has its principal office on the Expiry Date and will not be exercisable thereafter. 6.2
        Exercise by Written Notice
 Subject to the terms and conditions of this Plan, an Option may be exercised by the Participant or its Assignee completing and dating the exercise notice in the form attached as Exhibit 1 to the Option Agreement, stating that the Participant or its Assignee elects to exercise his or her rights to purchase Option Shares under such Option and the number of Option Shares in respect of which such Option is being exercised, accompanied by full payment for the Option Shares being purchased under such Option delivered to the Company at its principal office at 2000 – 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (or such other address of the principal office of the Company at the time of exercise) addressed to the attention of the Chief Financial Officer of the Company. Delivery of any notice of exercise accompanied by the payment may be made by personal delivery, by courier service or by agent. 6.3
        Payment of Exercise Price
 The exercise price of each Common Share purchased under an Option will be paid in full by bank draft or certified cheque at the time of such exercise, in lawful money of Canada, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised will be duly issued as fully paid and non-assessable. 6.4
        Effect of Exercise
 As soon as practicable after the exercise of an Option in accordance with sections 6.2 and 6.3, the Company will issue a certificate or certificates evidencing the Option Shares in respect of which the Option is exercised.  E-470
     – 9 – 6.5
        Ceasing to be an Eligible Person
 If a Participant ceases to be an Eligible Person, the Options of such Participant will be exercisable as follows:  (a)
      Death, Disability or RetirementIf a Participant ceases to be a an Eligible Person due to his or her death, Disability or retirement, the Options then held by the Participant or its Assignee, will, subject to subsection 6.8, be exercisable to acquire Unissued Option Shares that have Vested at the time of death, Disability or retirement at any time up to but not after the earlier of: (i)
      365 days after the date of death, Disability or retirement; and(ii)
      the Expiry Date, provided that the Board will have the discretion to increase the period referred to in subsection (i), above, at any time for any period of time up to the Expiry Date. (b)
      Termination For CauseIf a Participant ceases to be an Eligible Person as a result of termination for Cause, any outstanding Options held by such Participant or its Assignee on the date of such termination, whether in respect of Option Shares that are Vested or not, will be cancelled as of the date of delivery of written notice of termination (and specifically without regard to the date any period of reasonable notice, if any, would expire).(c)
      Early Retirement, Voluntary Resignation or Termination Other than For CauseIf the Participant ceases to be an Eligible Person due to his or her retirement at the request of his or her employer, or due to his or her voluntary resignation or due to the termination of his or her employment by the Company for reasons other than Cause, the Options then held by the Participant or its Assignee will be exercisable, subject to subsection 6.8, to acquire Unissued Option Shares that have Vested at the time of retirement, resignation or termination for reasons other than Cause, at any time up to but not after the earliest of: (i)
      the Expiry Date;(ii)
      six months after ceasing to be an Eligible Person under this subsection (c); and(iii)
      six months after the date of delivery of written notice of retirement, resignation or termination (and specifically without regard to the date any period of reasonable notice, if any, would expire); provided that the Board will have the discretion to increase the six-month period referred to in subsection (ii) or (iii) above, as applicable, at any time for any period of time up to the Expiry Date. For greater certainty, an Option that has not Vested in respect of any Unissued Option Shares at the time that the relevant events referred to in subsections (a) or (c) occur will not be or become exercisable in respect of such Unissued Option Shares and will be cancelled. E-471
    – 10 – For greater certainty, the retirement of any Participant who is a director of the Company or any Subsidiary at any annual general meeting of the Company or such Subsidiary as required by the constating documents of the Company or Subsidiary, as the case may be, will not result in the termination of the Option granted to such Participant or its Assignee provided that such Participant is re-elected at such annual general meeting as a director of the Company or Subsidiary, as the case may be. For greater certainty, it is understood that the change in the duties or position of a Participant or the transfer of such Participant from a position with the Company to a position with a Subsidiary, or vice-versa, will not trigger the termination of the Options of such Participant or its Assignee, provided such Participant remains an Eligible Person as such term is defined herein. 6.6
        Share Appreciation Right
 A Participant or its Assignee may, if determined by the Board, have the right (the “Right”), when entitled to exercise an Option, to terminate such Option in whole or in part by notice in writing to the Company and, in lieu of receiving Option Shares pursuant to the exercise of the Option, will receive instead and at no cost to the Participant or its Assignee that number of Common Shares, disregarding fractions, which, when multiplied by the Market Value on the day immediately prior to the date of the exercise of the Right, have a total value equal to the product of the number of Option Shares subject to the Option times the difference between the Market Value on the day immediately prior to the exercise of the Right and the Option Price. The Right will not exist, however, until the Board formally approves the activation of the Right for a specific Participant or its Assignee. Upon the exercise of the Right by a Participant or its Assignee, all Options utilized for the exercise of such Right will be cancelled. 6.7
        No Fractional Common Shares
 No fractional Common Shares will be issued upon the exercise of Options granted under the Plan and, accordingly, if a Participant or its Assignee would become entitled to a fractional Common Share upon the exercise of an Option, such Participant or its Assignee will only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded. 6.8
        Blackout Periods
 No Option may be exercised by a Participant during a Blackout Period. If the Expiry Date of an Option or the deadline for exercising the Option as determined under subsection 6.5(a) or 6.5(c) of this Plan, as applicable, falls within a Blackout Period, such Expiry Date or deadline will be deemed to be extended by ten Business Days after the last day of the Blackout Period. 6.9
        Representations by Participants
 Upon the exercise of Options, each Participant or its Assignees will, if so requested by the Company, represent and agree in writing that:  (a)
      the Participant is or was, an Eligible Person;(b)
      the Participant or its Assignee has not been induced to purchase the Option Shares by expectation of employment or continued employment;(c)
      the Participant or its Assignee is purchasing the Option Shares pursuant to the exercise of such Option as principal for his, her or its own account for investment purposes, and not with a view to the distribution or resale thereof to the public; E-472
    – 11 – (d)
      the Participant or its Assignee will, prior to and upon any sale or disposition of any of the Option Shares purchased pursuant to the exercise of such Option, comply with all applicable securities laws and any other federal, provincial or state laws or regulations to the extent that such laws or regulations are applicable to such sale or disposition; and(e)
      such Participant or its Assignee (i)
      will not offer, sell or deliver any of the Option Shares purchased pursuant to the exercise of such Option, directly or indirectly, in the United States or to any citizen or resident of, or any corporation, partnership or other entity created or organized in or under the laws of, the United States, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source, except in compliance with United States federal and state securities laws;, and(ii)
      will acknowledge that the Company has the right to place any restriction or legend on any securities issued pursuant to the Plan including, but in no way limited to, placing a legend to the effect that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless registration or an exemption from registration is available. 6.10
        Other Procedures and Documentation
 The Company may employ other procedures and require further documentation from a Participant or its Assignee to ensure compliance with all applicable laws. 7.
        TAKE-OVER BID / CHANGE OF CONTROL7.1
        Effect of a Take-Over Bid
 If a bona fide offer (an “Offer”) for Common Shares is made to the Participants or to shareholders of the Company generally or to a class of shareholders of the Company that includes the Participants, which Offer, if accepted in whole or in part, could result in the offeror becoming a control person of the Company, within the meaning of the Securities Act(British Columbia), the Company will, immediately upon receipt of notice of the Offer, provide each Participant with full particulars of the Offer, and notify the Participants that, as of a date specified in such notice, all Options will become Vested and each Option may be exercised in whole or in part by the Participant or its Assignee so as to permit the Participant or its Assignee to tender the Option Shares received upon such exercise pursuant to the Offer, provided that if  (a)
      the Offer is not completed within the time specified therein; or(b)
      all of the Option Shares tendered by a Participant or its Assignee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of subsection (b) the Option Shares that are not taken up and paid for, will be returned by the Participant or its Assignee to the Company and reinstated as authorized but Unissued Option Shares and, with respect to such returned Option Shares, the related Options will be reinstated as if they had not been exercised and the terms for such Options becoming Vested will be reinstated pursuant to subsection 4.3. If any Option Shares are returned to the Company under this section 7, the Company will immediately refund the exercise price to the Participants or their Assignees for such Option Shares. E-473
    – 12 – 7.2
        Acceleration of Expiry Date
 If, at any time when an Option remains unexercised with respect to any Unissued Option Shares, an Offer is made, the Board may, upon notifying each Participant or its Assignee of full particulars of the Offer, declare that all Options granted under the Plan be Vested and accelerate the Expiry Date for the exercise of all unexercised Options granted under the Plan so that all Options will either be exercised or expire prior to the date upon which Common Shares must be tendered pursuant to the Offer. 7.3
        Effect of a Change of Control
 If a Change of Control occurs, all Options granted to each Participant or its Assignee will become Vested, whereupon each Option may be exercised in whole or in part by the Participant or its Assignee. 7.4
        Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement
 If the Participant retires, resigns or is terminated from employment or engagement with the Company or a Subsidiary, the loss or limitation, if any, pursuant to the Option Agreement with respect to Options which were not Vested at that time or which, if Vested, were cancelled, will not give rise to any right to damages and will not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Participant. 7.5
        Right to Participate in New Issues
 To the extent that shareholders of the Company are entitled to participate in new issuances of Common Shares, a Participant or its Assignee, with respect to Vested Options held by such Participant or its Assignee, will not be entitled to participate in such issuance by virtue of holding such Vested Options, unless such Participant or its Assignee first exercises the Vested Options in accordance with the terms of the Plan and the Option Agreement. 8.
        ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES8.1
        Share Reorganization
 Whenever the Company issues Common Shares to all or substantially all holders of Common Shares by way of a stock dividend or other distribution, or subdivides all outstanding Common Shares into a greater number of Common Shares, or combines or consolidates all outstanding Common Shares into a lesser number of Common Shares (each of such events being a “Share Reorganization”), then effective immediately after the effective date for such Share Reorganization for each Option:  (a)
      the Option Price will be adjusted to an exercise price that is the product of: (i)
      the Option Price in effect immediately before that effective date, and(ii)
      a fraction, the numerator of which is the total number of Common Shares outstanding on that effective date before giving effect to the Share Reorganization and the denominator of which is the total number of Common Shares that are or would be outstanding immediately after such effective date after giving effect to the Share Reorganization; and (b)
        the number of Unissued Option Shares will be adjusted to that number that is the product of:
 E-474
     – 13 – (i)
      the number of Unissued Option Shares immediately before such effective date, and(ii)
      a fraction which is the reciprocal of the fraction described in subsection (a)(ii). 8.2
        Special Distribution
 Subject to the prior approval of the Exchange, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Common Shares:  (a)
      shares of the Company, other than Common Shares;(b)
      evidences of indebtedness;(c)
      any cash or other assets, excluding cash dividends (other than cash dividends that the Board has determined to be outside the normal course); or(d)
      rights, options or warrants, then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being a “Special Distribution”), and effective immediately after the effective date at which holders of Common Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Common Shares as a result of such Special Distribution. 8.3
        Corporate Organization
 Whenever there is:  (a)
      a reclassification of outstanding Common Shares, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in subsections 8.1 or 8.2;(b)
      a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Common Shares into other shares or securities or a change of Common Shares into other shares or securities; or(c)
      a transaction whereby all or substantially all of the Company’s undertaking and assets become the property of another corporation or entity, (any such event being a “Corporate Reorganization”) the Participant or its Assignee will have an option to purchase (at the times, for the consideration and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he or she would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he or she would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he or she had been the holder of all Unissued Option Shares or, if appropriate, as otherwise determined by the Board. E-475
    – 14 – 8.4
        Determination of Option Price and Number of Unissued Option Shares
 If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions will be conclusively determined by the Company’s auditors or, if the Company’s auditors decline to so act, any other firm of nationally or internationally recognized chartered accountants in Canada that the Board may designate and who will have access to all appropriate records, and such determination will be binding upon the Company and all Participants or their Assignees. 8.5
        Compliance with Regulatory Authorities
 Notwithstanding subsections 8.1, 8.2 or 8.3, in the event of any reorganization (including, without limitation, consolidation, sub- division, reduction or return of the issued capital of the Company), on or prior to the Expiry Date, the rights of the Participant or its Assignee will be changed to the extent necessary at the time of such reorganization, in such manner as determined by the Board, to ensure compliance with the policies of the Exchange that apply to a reorganization of capital at the time of such reorganization. For greater certainty, any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of subsections 8.1, 8.2 or 8.3 is subject to the approval of the Exchange and any other governmental and securities regulatory authority and exchange having jurisdiction. 9.
        AMENDMENT AND TERMINATION9.1
        Amendments to the Plan
  (a)
      The Board may from time to time, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such suspension, termination, amendment or revision will be made: (i)
      except in compliance with applicable law and with the prior approval, if required, of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company; and(ii)
      in the case of an amendment or revision, if it materially adversely affects the rights of any Participant or its Assignee, without the consent of the Participant or its Assignee. (b)
      If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.(c)
      The Board may from time to time, in its absolute discretion and without shareholder approval, make the following amendments to the Plan or any Option: (i)
        amend the date upon which an Option may expire, unless the amendment extends the Expiry Date of an Option held by an Insider;
  E-476
    – 15 – (ii)
      amend the vesting provisions of the Plan and any Option Agreement;(iii)
      provide for a cashless exercise feature to an Option or the Plan;(iv)
      amend the Plan or an Option as necessary to comply with applicable law or the requirements of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company;(v)
      any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;(vi)
      any amendment respecting the administration of the Plan; and(vii)
      any other amendment that does not require shareholder approval under subection (d). (d)
      Shareholder approval is required for the following amendments to the Plan: (i)
      any increase in the maximum number of Option Shares that may be issuable pursuant to Options granted under the Plan set out in subsection 5.1;(ii)
      any reduction in the Option Price or extension of the Expiry Date of an Option held by an Insider;(iii)
      any change that would materially modify the eligibility requirements for participation in the Plan. 10.
        COMPLIANCE WITH LEGISLATION10.1
        Approvals
 The Plan is subject to the approval of:  (a)
      any stock exchange on which the Company’s Common Shares are listed for trading; and(b)
      approval by the shareholders of the Company at the next general meeting of shareholders. Options may be granted under the Plan pending such receipt of such approvals, however no securities will be issued upon the exercise of any Options granted under the Plan until such approvals are obtained. 10.2
        Regulatory Compliance
 The Plan, the grant and exercise of Options hereunder and the Company’s obligation to sell and deliver Option Shares upon exercise of Options will be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required. The Company will not be obliged by any provision of  E-477
     – 16 – the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals. No Option will be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision will be void. Option Shares issued and sold to Participants or their Assignees pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws. In particular, if Options are granted to any resident or citizen of the United States, the Board and the Company will use their best efforts to ensure that all matters pertaining to such Options will be made in compliance with applicable United States securities laws. 10.3
        No Obligations to Issue Common Shares if Non-Compliance
 The issue and sale of Option Shares pursuant to any Option granted under the Plan is specifically conditioned on such issue and sale being made in compliance with applicable securities laws, and the Company will have no obligation to issue or sell any Common Shares pursuant to the exercise of any Option unless the Board determines, in its sole discretion, that such issue and sale will be made in compliance with applicable securities laws. The Company will be entitled to take such action as it deems necessary to restrict the transferability in the United States of any Option Shares acquired on exercise of any Option. 11.
        MISCELLANEOUS11.1
        Other Compensation Arrangements
 Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements, subject to any required Exchange or regulatory approval. 11.2
        No Other Interests
 Nothing contained in the Plan nor in any Option granted hereunder will be deemed to give any Participant any interest or title in or to any Common Shares of the Company or any rights as shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option. 11.3
        No Fetter to Board’s Discretion
 The Plan does not give any Participant or any employee of the Company or any of its Subsidiaries the right or obligation to or to continue to serve as a director, officer or employee, as the case may be, of the Company or any of its Subsidiaries. The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board. The Plan will not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan. 11.4
        Right to Employment
 Neither this Plan nor any of the provisions hereof will confer upon any Participant or its Assignee any right with respect to employment, engagement or appointment or continued employment, engagement or appointment with the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate such employment, engagement or appointment.  E-478
     – 17 – 11.5
        Related Rights and Other Benefit Plans
 No Participant or its Assignee will have any of the rights of a shareholder of the Company with respect to any Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering) until such Option Shares have been issued to such Participant or its Assignee upon exercise of the Option and the Participant or its Assignee has made full payment to the Company. Participation in the Plan will not affect a person’s eligibility to participate in any other benefit or incentive plan of the Company. The grant of any Option pursuant to this Plan will not obligate the Company to make any benefit available to any person under any other plan of the Company unless otherwise specifically provided for in such plan. 11.6
        Tax Withholding
 Notwithstanding any other provision contained herein, in connection with the exercise of an Option by a Participant or Assignee from time to time, as a condition to such exercise (i) the Company shall require such Participant or Assignee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions (the “Applicable Withholdings and Deductions”) relating to the exercise of such Options; or (ii) in the event a Participant or Assignee does not pay the amount specified in (i), the Company shall be permitted to engage a broker or other agent, at the risk and expense of the Participant or Assignee, to sell an amount of underlying Common Shares issuable on the exercise of such Option and to apply the cash received on the sale of such underlying Common Shares as necessary so as to ensure that the Company is in compliance with the Applicable Withholdings and Deductions relating to the exercise of such Options. In addition, the Company shall be entitled to withhold from any amount payable to a Participant or Assignee, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Company is in compliance with Applicable Withholdings and Deductions relating to the exercise of such Options. 11.7
        Agreement of Participants and Assignees
 Each grant of an Option under the Plan will be subject to the requirement that if at any time the Board determines that any agreement, undertaking or other action or co-operation on the part of an Participant or its Assignee, including in respect to a disposition of the Option Shares, is necessary or desirable as a condition of, or in connection with  (a)
      the listing, registration or qualification of the Option Shares subject to the Plan upon any stock exchange or under the laws of any applicable jurisdiction, or(b)
      obtaining a consent or approval of any governmental or other regulatory body, the exercise of such Option and the issue of Option Shares thereunder may be deferred in whole or in part by the Board until such time as the agreement, undertaking or other action or cooperation will have been obtained in a form and on terms acceptable to the Board. 11.8
        Form of Notice
 Any notice to be given to the Company pursuant to the provisions of this Plan will be addressed to the Company to the attention of its Chief Financial Officer at the Company’s principal office, and any notice to be given to a Participant or its Assignee will be delivered personally or addressed to him, her or it at the address set out in the Option Agreement, or at such other address as such Participant or Assignee may  E-479
     – 18 – thereafter designate in writing to the Company. Any such notice will be deemed duly given when made in writing and delivered to the Company or the Participant or Assignee, as the case may be, or if mailed, then on the fifth business day following the date of mailing such notice in a properly sealed envelope addressed as aforesaid, registered or certified mail, postage prepaid, in a post office or post office branch maintained in Canada. 11.9
        No Representation or Warranty
 The Company makes no representation or warranty as to the future market value of the Common Shares or with respect to any income tax matters affecting the Participant or its Assignee resulting from the grant or exercise of an Option and/or transactions in the Option Shares. Neither the Company, nor any of its directors, officers or employees are liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity or other conditions and circumstances of the purchase or sale of Option Shares hereunder, with respect to any fluctuations in the market price of Common Shares or in any other manner related to the Plan. 11.10
        Compliance with Applicable Law
 If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company, then such provision will be deemed to be amended to the extent required to bring such provision into compliance therewith. 11.11
        No Assignment
 Except as provided in subsection 4.5, no Option will be assignable or transferable by the Participant and any purported assignment or transfer of an Option will be void and will render the Option void, provided that in the event of death of the Participant or its Assignee, the legal personal representative of such Participant or its Assignee may exercise the Option in accordance with subsection 6.5. 11.12
        Conflict
 In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan will govern. 11.13
        Governing Law
 The laws of the Province of British Columbia will govern the Plan and each Option Agreement issued pursuant to the Plan. 11.14
        Time of Essence
 Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver that time is to be of the essence. 11.15
        Entire Agreement
 This Plan and the Option Agreement sets out the entire agreement between the Company and the Participants and their Assignees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written. E-480
    – 19 – 12.
        EFFECTIVE DATE
 The effective date of the Plan is July 14, 2009, subject to receipt of all approvals which the Company requires in connection with the implementation of the Plan. Approved by the shareholders of the Company on July 14, 2009. E-481
    SCHEDULE A OROMIN EXPLORATIONS LTD. OPTION AGREEMENT This Option Agreement is entered into between Oromin Explorations Ltd. (the “Company”) and the Optionee named below pursuant to the Oromin Explorations Ltd. Stock Option Plan (the “Plan”), a copy of which has been provided to the Optionee (as defined below), and confirms that on the _____ day of _____________________, 20___, _____________________________________________________ (the “Optionee”) was granted the option (the “Option”) to purchase _________________________________ common shares in the capital of the Company (the “Option Shares”) for the price of $________________ per share, which shall be exercisable (“Vested”) in whole or in part in the amounts and on or after the dates set forth in the Vesting Table below, if applicable, and which Options will terminate on the _____ day of _____________________, 20___, on the terms and subject to the conditions set out in the Plan and the following additional conditions imposed by the Board: Vesting Table (if applicable)
  Number of Options
        
        
        
        Date of VestingOptions will vest on the
        
        
        
        day of
        
        
        ,
        20Options will vest on the
        
        
        
        day of
        
        
        ,
        20Options will vest on the
        
        
        
        day of
        
        
        ,
        20Options will vest on the
        
        
        
        day of
        
        
        ,
        20Options will vest on the
        
        
        
        day of
        
        
        ,
        20
 For greater certainty, once Options have become Vested, they continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan. By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement. IN WITNESS WHEREOFthe parties hereto have executed this Option Agreement as of the ____ day of _________________________, 20____. OROMIN EXPLORATIONS LTD.OPTIONEE
        
        Authorized Signatory
  E-482
      EXHIBIT 1 EXERCISE FORM TO:
        Oromin Explorations Ltd. (the “Company”)Suite 2000, Guiness Tower1055 West Hastings StreetVancouver, B.C.V6E 2E9******Attention: Chief Financial Officer**
 ________________________________, (the “Optionee”), the holder of ___________________ share purchase options of the Company (the “Options”), granted pursuant to an option agreement dated the ____, day of ___________________, 20____, (the “Option Agreement”) hereby subscribes for __________________________ common shares of the Company (the “Subscribed Option Shares”) according to the conditions set forth in the Option Agreement and in the Plan referred to therein, and herewith makes payment of the purchase price in full for the said number of Option Shares at the rate of $_________________ per share. A certified cheque or bank draft in the amount of $_________________ is enclosed herewith for such payment. In the event that the number of Subscribed Option Shares is less than the number of Option Shares (as defined in the Option Agreement), the Company will deliver to the Optionee, together with the share certificates representing the Subscribed Option Shares, the grid attached hereto as Appendix 1 showing the balance of the Option Shares which it is entitled to purchase pursuant to the Option Agreement. The undersigned hereby directs that the Option Shares hereby subscribed for be issued and delivered as follows: NAME
        
        ADDRESS
  DATED at ____________________ this _____ day of ____________________, _______. Signature of Optionee
  E-483
      APPENDIX 1 OROMIN EXPLORATIONS LTD. STOCK OPTION EXERCISE GRID Capitalized terms used herein have the meaning provided in the option agreement dated the ____ day of ___________________, 20___, (the “Option Agreement”) between Oromin Explorations Ltd. and ________________________________ (the “Optionee”). Pursuant to the Option Agreement, the Optionee is entitled to purchase that number of Option Shares indicated in the table below. Option Shares Issued
        Option Shares Available
        Initials ofAuthorizedOfficer
        **Date**Vestednot Vested (ifapplicable)Vestednot Vested (ifapplicable)Vestednot Vested (ifapplicable)Vestednot Vested (ifapplicable)Vestednot Vested (ifapplicable)
 E-484
      REPUBLIC OF SENEGAL
 RIDER NUMBER 1 TO THE MINING CONVENTION FOR THE EXPLORATION OF GOLD AND CONNECTED ELEMENTS PASSED IN APPLICATION OF THE2003-36 OF 24 /11/2003 LAW ONMINING CODE BETWEEN THE GOVERNMENT OF THE REPUBLIC OF SENEGAL
 AND THE COMPANY OROMIN JOINT VENTURE GROUP LTD.
 (Sabodala perimeter, 230 km2) E-485
     BETWEEN The Government of the Republic of Senegal hereafter named the State, represented by: Mister Abdoulaye Balde, Minister of Mines, Industry, Agro-Industry and SME ON ONE HAND AND The company OROMIN JOINT VENTURE GROUP LTD.Hereunder named the Company with its headquarters at, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands, CANADA, represented by Mister Mustafa AL DARWISH, duly authorized president, ON THE OTHER HAND E-486
     PREAMBLE 1.
      The State of Senegal and the company Oromin Joint Venture Group Ltd. have executed a mining convention on February 17, 2005 for the search of gold and ancillary substances on the block of the Sabodala exploration perimeter having a 230 km2 surface area.2.
      Since their commencement in the context of the Mining Convention, exploration works have allowed the discovery of economically profitable mining deposits.3.
      On the basis of a feasibility study, the Company has decided to proceed with exploitation of the deposits discovered, and to request to that end the grant of a mining concession.4.
      By decree n° 2010-83 dated January 26, 2010, the State has granted to the Company a mining concession for gold and related substances at Golouma, Sabodala District and Region of Kedougou5.
      The State and the company have agreed to revise the Mining Convention dated February 17, 2005 by means of the hereby Rider n°1 taking into consideration the results of the feasibility study and the Strategic Environmental Assessment, in accordance with article 36.1 of the Mining Convention.6.
      The State commits itself to take the necessary steps so that the approval of Rider n° 1 to the Mining Convention is granted at the earliest convenience.7.
      The parties agree and declare that this rider is a modification of the Mining Convention executed on February 17, 2005 of which it is an integral part. Therefore, 8.
      In view of the Regulation n° 18.2003/CM/UEMOA on the adoption of a community mining code of the UEMOA which determines the mining policy of the Government tending to promote mineral exploration and exploitation in Senegal;9.
      In view of Law no. 2003-36 of November 24, 2003, concerning the Mining Code;10.
      In view of Decree no. 2004-647 of May 17, 2004, specifying the terms of implementation of the law concerning the Mining Code;11.
      In view of the Mining Convention dated February 17, 2005 signed between the State and the Company ;12.
      In view of Order no. 000918/MEM/DMG of March 4, 2005 granting to the company « Oromin Explorations Ltd. » a mining exploration permit relating to gold and other ancillary substances (Sabodala Perimeter, 230 km2); E-487
     13.
        In view of Order no. 000599/MEM/DMG of February 7, 2007, transferring and extending to « Oromin Joint Venture Group Ltd. » and extending a mining exploration permit relating to Gold and other ancillary substances (Sabodala Perimeter, 230 km2);14.
        In view of Order no. 11077/MMI/PME/DMG of December 31, 2008, further extending a mining exploration permit relating to gold and other ancillary substances, and reducing the surface area of the extended mining exploration permit (Sabodala Perimeter, 212.6 km2);15.
        In view of the request by the “Oromin Joint Venture Group Ltd.” for a Mining Concession on the Sabodala perimeter dated August 21, 2009.
 The parties have agreed to the following provisions: ARTICLE 1: Purpose of the rider 1.1
      This rider sanctions the proceeding to exploitation in the context of a Mining Concession.The purpose of this rider is to modify the Mining Convention executed on February 17, 2005 between the State and the Company in order to take into consideration the data of the Feasibility Study and Strategic Environmental Assessment.1.2
      The present rider consists in replacing, updating, or completing certain provisions of the Mining Convention in order to define or to specify the relations between the State and the Company for the duration of the mining operations exercised pursuant to the Mining Concession. ARTICLE 2: Exploitation Company 2.1
      The Company and the State will set up an exploitation company named “Société des Mines de Golouma” (SOMIGOL), in accordance with the provisions of Article 18 of the Mining Convention.2.2
      Upon setup of SOMIGOL, the Company will transfer to SOMIGOL the guarantees, expenses, rights, responsibilities and obligations it holds as of that date under the terms of the Mining Convention dated February 17, 2005 ARTICLE 3: Name of the perimeter of the Mining Concession The name of the perimeter of the Mining Concession previously known as “perimeter of Sabodala” shall henceforth be known as “perimeter of Golouma”. E-488
     ARTICLE 4: Title of the Mining Convention The title page of the Mining Convention is replaced by: MINING CONVENTION FOR THE EXPLORATION AND EXPLOITATION OF GOLD AND CONNECTED ELEMENTS PASSED IN APPLICATION OF THE2003-36 OF 24 /11/2003LAWONMINING CODE BETWEEN THE GOVERNMENT OF THE REPUBLIC OF SENEGAL
 AND THE COMPANY OROMIN JOINT VENTURE GROUP LTD.
 (Golouma Mining Concession 212.6 km2) ARTICLE 5: Appendices The appendices referred to in article 3.3 of the mining Convention, and considered an integral part of the mining convention, are completed by including the following annexes: Appendix G:
        Limits and coordinates of the mining concession;Appendix H:
        Principal results of the feasibility study;Appendix I:
        Mine development plan;Appendix J:
        Principal results of the Strategic Environmental Assessment;Appendix K:
        Articles of Association of the Exploitation Company (SOMIGOL);Appendix L:
        Shareholder Loan Agreement
 ARTICLE 6: Repayment of Historical Costs Article 23.1 of the Mining Convention is deleted and replaced with the following provisions: E-489
     “The Company acknowledges the historical costs in the exploration permit fixed by the State at the amount of CFA 207,800,000. The Company confirms having reimbursed 20% of this amount on October, 26th2006. The Company undertakes to reimburse in one payment the balance of 80% within three (3) months following the date of signature of this rider to the mining convention”. ARTICLE 7: Mining Royalties Article 23.3 of the Mining Convention is hereby deleted and replaced with the following provisions: “In accordance with Article 57 of the Mining Code, the exploitation company commits to pay the State a yearly three percent (3%) gold royalty, based on the value at the mine site of the gold mined and produced during the year within the perimeter of Golouma. This shall be the only mining tax imposed on the gold production.” ARTICLE 8: Social Program Budget Article 23.4 of the Mining Convention is deleted and replaced with the following provisions: “The Company commits to invest an amount of four hundred fifty thousand US dollars (450,000 $US) per year for the social development of the local communities of the Kedougou region where the project is based until the date of first commercial production. This amount will be increased to eight hundred thousand US dollars (800.000 $US) per year starting from the date of first commercial production until the end of mine life” ARTICLE 9: Tax Holiday 9.1
      The first sentence of Article 28.2 of the Mining Convention is deleted and replaced with the following provisions:“For a period of eight (8) years from the date of issuance of the mining concessionand subject to the provisions of article 29 of the mining convention, the Exploitation Company benefits of a regime of total exemption of tax, duty and rights of any kind notably:”9.2
      Article29.2 of the Mining Convention is hereby deleted and replaced with the following provisions:“However during a period of eight (8) years starting from the date of issuance of the mining concession, the Exploitation Company benefits from the exemption of the corporate tax.” 
 ARTICLE 10: Institutional Support Contribution
 The fourth bullet of Article 34.4 of the Mining Convention is deleted and replaced with the following provisions: E-490     “- contribute up to one hundred fifty thousand US dollars (150,000 $US) per year starting from the date of first commercial production until the end of mine life, to the the initial training and advanced training of Senegalese nationals responsible for the promotion of the mining sector and logistical support to the technical services; this institutional support will be subject to a memorandum of agreement between the Company and the Minister in charge of Mines” ARTICLE 11: Maintain the other clauses of the Mining Convention Outside the amendments envisaged in the present rider, all other clauses of the mining convention are maintained and remain in force between the parties in the same terms as long as they are concordant with the grant to the Company the mining concession by Decree n° 2010-83 dated January, 26th2010. In witness whereof, the parties have signed the present Agreementin Dakar the 28thof March, 2011. For the Government of the Republic of Senegal
        For the company OROMIN JOINT VENTURE GROUP LTD.“signed and sealed”
        “signed”Mister Abdoulaye BALDE
        Mister Mustafa AL DARWISHMinister of Mines
        Chairman
 E-491
     REPUBLIC OF SENEGAL
 RIDER NUMBER 2 TO THE MINING CONVENTION FOR THE EXPLORATION AND EXPLOITATION OF GOLD AND RELATED SUBSTANCES PASSED IN APPLICATION OF THE2003-36 OF 24 /11/2003 LAW ONMINING CODE BETWEEN THE GOVERNMENT OF THE REPUBLIC OF SENEGAL
 AND THE COMPANY OROMIN JOINT VENTURE GROUP LTD.
 (Golouma Mining Concession, 212.6 km2) E-492
     BETWEEN The Government of the Republic of Senegal hereafter named the State, represented by: Mister Abdoulaye Balde, Senior Minister, Minister of Mines, Industry, Agro-Industry and SME ON ONE HAND AND The company OROMIN JOINT VENTURE GROUP LTD, hereunder named the Company with its headquarters at, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands, represented by Mister Mustafa AL DARWISH, Chairman, duly authorized, ON THE OTHER HAND E-493
     PREAMBLE 1.
      The State and the Company have executed a mining convention on February 17, 2005 for the search of gold and related substances on the exploration perimeter of Sabodala having a 230 km2 surface area.2.
      Since their commencement in the context of the Mining Convention, exploration works have enabled the discovery of commercially viable gold deposits.3.
      On the basis of a Preliminary Feasibility Study and a Strategic Environmental Assessment approved by the competent government bodies, the Company has decided to proceed with the mining of the deposits discovered, and to request to that end the grant of a mining concession.4.
      By decree n° 2010-83 dated January 26, 2010, the State has granted to the Company a 212.6 km2 mining concession for gold and related substances at Golouma, Sabodala District and Region of Kedougou5.
      The State and the Company have executed a Rider No 1 to the mining convention on March 28, 2011 for the exploration and exploitation of gold and related substances on the Golouma Mining Concession having a 212.6 km2 surface area.6.
      The State and the company have agreed to revise the Mining Convention dated February 17, 2005 by means of the hereby Rider n°2 taking into consideration the results of the work programs of the Company.7.
      The State undertakes to take the necessary steps so that the approval of Rider n° 1 to the Mining Convention is granted at the earliest convenience.8.
      The parties agree and declare that this rider is a modification of the Mining Convention executed on February 17, 2005 of which it is an integral part. Therefore, 9.
      In view of the Regulation n° 18.2003/CM/UEMOA on the adoption of a community Mining Code of the UEMOA which determines the mining policy of the Government tending to promote mineral exploration and exploitation in Senegal;10.
      In view of Law no. 2003-36 of November 24, 2003 on the Mining Code;11.
      In view of Decree no. 2004-647 of May 17, 2004, setting the terms in which the Mining Code is implemented;12.
      In view of Decree n° 2010-83 dated January 26, 2010, granting to the Company Oromin Joint Venture Group a mining concession for gold and related substances at Golouma, Sabodala District and Region of Kedougou. E-494
     13.
        In view of Order no. 000918/MEM/DMG of March 4, 2005 granting to the company « Oromin Explorations Ltd. » an exploration permit for gold and related substances (Sabodala Perimeter, 230 km2);14.
        In view of Order no. 000599/MEM/DMG of February 7, 2007, transferring and extending the 230 km2Sabodala exploration permit for gold and related substances to « Oromin Joint Venture Group Ltd. » ;15.
        In view of Order no. 11077/MMI/PME/DMG of December 31, 2008, further extending the Sabodala exploration permit for gold and related substances, and reducing the surface area of the extended exploration permit (Sabodala Perimeter, 212.6 km2);16.
        In view of the Mining Convention dated February 17, 2005 signed between the State and the Company ;17.
        In view of the Rider No 1 to the Mining Convention dated March 28, 2011 signed between the State and the Company ;
 The parties have agreed to the following provisions: ARTICLE 1: Purpose of the rider 1.1
      The purpose of this rider is to revise the Mining Convention executed on February 17, 2005 between the State and the Company in order to take into consideration the results of the workprograms of the Company.1.2
      This rider consists in updating article 26.3 of the Mining Convention in order to define the deadline beyond which the tax incentives granted by the mining concession can be declared null and void. ARTICLE 2: Obligations of the holder of an exploitation mining title Article 26.3 of the Mining Convention is deleted and replaced with the following provisions: “If within a delay of one (1) year following the effective date of the execution of the present Rider, the investments operations are not really undertaken by the so called holders of the mining title, the tax incentives granted by the Mining Code can be declared null and void following injunction of the Minister in charge of mines”. E-495
     ARTICLE 3: Maintain of the other clauses of the Mining Convention Outside the amendments envisaged in the present Rider, all other clauses of the mining convention as amended and completed by the Rider No 1 signed on March 28, 2011 are maintained and remain in force between the parties in the same terms as long as they are concordant with the grant to the Company of the mining concession by Decree n° 2010-83 dated January, 26th2010. In witness whereof, the parties have signed the present Rider in Dakar the 23rdof September 2011. For the Government of the Republic of Senegal
        For the company OROMIN JOINT VENTURE GROUP LTD.“signed and sealed”
        “signed”Mister Abdoulaye BALDE
        Mister Mustafa AL DARWISHSenior Minister, Minister in charge of Mines
        Chairman
 E-496
     2011 EMPLOYEE RETENTION AGREEMENT THIS 2011 EMPLOYEE RETENTION AGREEMENT(“Agreement”) which is dated for reference October 28, 2011, is made BETWEEN OROMIN EXPLORATIONS LTD.,
    a company under the laws of British Columbia with an office at 
    Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Company”); AND IAN BROWNof 
    3528 West 20thAvenue,
    Vancouver, British Columbia, V6S 1E7 (the “Employee”). WHEREASthe Company is engaged in discussions which may result in a Change in Control (as defined below) of its current business; AND WHEREASthe Company recognizes that the uncertainty and questions which a Change in Control (as defined below) may raise among management and employees of the Company could result in the departure or distraction of management personnel or employees to the detriment of the Company and its shareholders; AND WHEREASthe Company recognizes the valuable services that the Employee has provided and is continuing to provide to the Company, and believes that it is responsible and fair to the Company that the Employee receives fair treatment in the event of a Change in Control or the termination of the Employee’s employment; AND WHEREASthe Company is desirous of entering into an agreement to provide reasonable compensation to the Employee in the event of a Change in Control of the Company as a reward for past service and for continued service to the Company in his or her current employment up to and during the Change in Control process; AND WHEREASboth the Company and the Employee wish formally to agree as to the terms and conditions which will govern in the event of a Change in Control; NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: E-497
    – 2 – 1.
      RECITALS1.1
      The parties agree, and represent and warrant to each other, that the above recitals are true and accurate.2.
      INTERPRETATION2.1
      Unless elsewhere herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.2.2
      The headings of the Articles, sections, subsections and clauses herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.2.3
      This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.2.4
      For the purposes of this Agreement, the Company will recognize the Employee’s service from the date the Employee was first employed by the Company, notwithstanding the date of execution hereof.2.5
      In this Agreement, except as the context otherwise requires: (a)
      “Cause”means: (i)
      Fraud, dishonesty, or any other improper conduct engaged in by the Employee that causes, or has the potential to cause, harm to the Company, or the business or reputation of the Company, including, without limitation, (A) violation by the Employee of any policies of the Company applicable to the Employee, (B) violation by the Employee of laws, rules or regulations applicable to the Employee, (C) criminal activity related to the Employee’s job or which the Company considers, in its absolute discretion, to impact its reputation adversely; or(ii)
      any other act or omission that would constitute cause at common law; (b)
      “Change in Control” means and will be deemed to have occurred when:  (i)
      any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act (British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 25% of the votes attaching to all shares of the Company which may be cast to elect directors of the Company; E-498
    – 3 – (ii)
      the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries;(iii)
      the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking;(iv)
      the Company enters into any transaction or arrangement which would have the same or similar effect as the transactions referred to in paragraphs 2.5(b)(i), (ii) or (iii) above; (c)
      “Confidential Information” includes but is not limited to proprietary information of the Company not in the public domain relating to the business, business methods, business plans, and business strategies of the Company to which the Employee was privy to during his employment. 3.
      DURATION3.1
      This Agreement shall remain in effect for so long as the Employee remains an employee and afterwards to the extent specified under the terms of the Agreement.3.2
      This Agreement shall expire should the Employee resign his employment with the Company or be terminated for Cause by the Company prior to the occurrence of a Change in Control.4.
      PAYMENTS4.1
      Upon the occurrence of a Change in Control as defined in the Agreement which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment or does not accept an offer of employment in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to six (6) months base salary and the equivalent of six (6) months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by six (6) (the “Retention Payment”).4.2
      The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions within fifteen (15) days of the date of the Change in Control.4.3
      The Employee shall not be entitled to provision of the Retention Payment when the Employee is offered and accepts Comparable Employment with the New Company Owner. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, the Employee shall be provided with a separation payment (the “Separation Payment”). E-499
    – 4 – 4.4
      Provided that such resignation occurs within six months of such Change in Control, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to three (3) months of salary and bonuses.4.5
      The Separation Payment will be paid to the Employee in a lump sum after required statutory deductions within thirty (30) days of the Company being notified of the resignation of the Employee from his or her employment with the New Company Owner.4.6
      The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with or without Cause by the New Company Owner.4.7
      All payments shall be net of required statutory or other withholdings, including monies owed by the Employee to the Company, and subject to any directions from the Employee to direct the funds in a legitimate tax-friendly manner.4.8
      Provision of the Retention Payment or the Separation Payment to the Employee will satisfy any and all employment claims against the Company for unpaid bonuses, notice of termination or severance in lieu of such notice.4.9
      For greater certainty, nothing in this Agreement shall be construed so as to provide the Employee with a cause of action for dismissal or constructive dismissal, or to diminish the defences of the Company to such a cause of action. 5.
      CONFIDENTIALITY5.1
      Confidentiality Covenants of EmployeeWhile employed by the Company, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except in accordance with the policies of the Company. Upon the termination of the Employee’s employment with the Company, for any reason including resignation, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except as required to fulfill the employment duties of the Employee in a position of Comparable Employment. In addition, the Employee will not disclose or discuss in any way, either directly or indirectly, now or in future, the terms of this Agreement with any other person or party except with senior management of the Company, his financial and legal consultants, his immediate family members or as required by law.5.2
      Return of Confidential Information Promptly following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, the Employee shall return to the Company, and will not take, keep, recreate or deliver to anyone else, or allow any third party to take, keep, recreate or deliver to anyone else: E-500
    – 5 – (a)
      any Confidential Information;(b)
      any copies, photographs, reports, summaries, lists or reproductions of any Confidential Information; and(c)
      any devices or equipment or media capable of storing Confidential Information, including, without limitation, computer diskettes, hard drives and other methods of electronic data storage. In the event any Confidential Information is stored or otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control of the Employee, the Employee will following the return of all Confidential Information to the Company, permanently and completely erase and destroy all electronic files and other repositories of Confidential Information stored or otherwise kept in or on any such computer hard drive or other storage device. 6.
      NON-SOLICITATION6.1
      Non-Solicitation of Employees For a period of 12 months following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, neither the Employee nor any persons acting in conjunction with the Employee or acting at his direction or within his control shall directly or indirectly: (a)
      solicit, encourage, induce, or endeavour to cause any employee of the Company to leave his or her employment with the Company; or(b)
      otherwise interfere or attempt to interfere with the employment of any individual employed by, or seeking employment with, the Company. 7.
      GENERAL7.1
      Severability If any term or other provision of this Agreement is invalid, illegal or incapable being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, the intent of the parties being that the transactions contemplated hereby are fulfilled to the extent possible. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement may be modified so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. E-501
    – 6 – 7.2
      Successors and Assigns This Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company, and their respective heirs, personal representatives, successors, and assigns, except that the Agreement is not otherwise assignable, and does not bind or create any rights or obligations against any corporation or entity that acquires all or a substantial part of the assets or shares of the Company. 7.3
      Waiver of Breach The waiver by the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver by the Company of any subsequent breach by the Employee. The waiver by the Employee of a breach of any provision of the Agreement by the Company shall not operate or be construed as a waiver by the Employee of any subsequent breach by the Company. 7.4
      Notices Any Notice required or permitted to be given hereunder must be in writing and will be deemed to have been given to a party hereto if delivered, personally or by courier or transmitted by facsimile transmission or by registered mail sent to the addresses of the parties as follows: (a)
      the Company: Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 
    Fax: 604.331.8773 (b)
      the Employee: 3528 West 20thAvenue,
    Vancouver, British Columbia, V6S 1E7 or at such other address as the Party may provide to the other Parties by Notice from time to time in accordance with this Subsection 7.4. Any Notice so given will be deemed to have been received on the day of delivery, if delivered, on the first Business Day following the transmission, if sent by fax, or on the 3rdBusiness Day after mailing, if sent by registered mail. “Business Day” shall mean a day which is not a Saturday, Sunday or statutory holiday in British Columbia. 7.5
      Time of the Essence Time shall be of the essence of this Agreement. E-502
    – 7 – IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:
        “Chet Idziszek”Authorized Signatory
  SIGNED, SEALED and DELIVERED
        
        )by IAN BROWNin the presence of
        
        ))))“Elizabeth Anderson”
        
        ))))
        “Ian Brown”Witness
        
        )
        IAN BROWN)))))))
 E-503
     2011 EMPLOYEE RETENTION AGREEMENT THIS 2011 EMPLOYEE RETENTION AGREEMENT(“Agreement”) which is dated for reference October 28, 2011, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at 
    Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Company”); AND NELL M. DRAGOVANof 
    2000 – 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Employee”). WHEREASthe Company is engaged in discussions which may result in a Change in Control (as defined below) of its current business; AND WHEREASthe Company recognizes that the uncertainty and questions which a Change in Control (as defined below) may raise among management and employees of the Company could result in the departure or distraction of management personnel or employees to the detriment of the Company and its shareholders; AND WHEREASthe Company recognizes the valuable services that the Employee has provided and is continuing to provide to the Company, and believes that it is responsible and fair to the Company that the Employee receives fair treatment in the event of a Change in Control or the termination of the Employee’s employment; AND WHEREASthe Company is desirous of entering into an agreement to provide reasonable compensation to the Employee in the event of a Change in Control of the Company as a reward for past service and for continued service to the Company in his or her current employment up to and during the Change in Control process; AND WHEREASboth the Company and the Employee wish formally to agree as to the terms and conditions which will govern in the event of a Change in Control; NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: E-504
    – 2 – 1.
      RECITALS1.1
      The parties agree, and represent and warrant to each other, that the above recitals are true and accurate.2.
      INTERPRETATION2.1
      Unless elsewhere herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.2.2
      The headings of the Articles, sections, subsections and clauses herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.2.3
      This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.2.4
      For the purposes of this Agreement, the Company will recognize the Employee’s service from the date the Employee was first employed by the Company, notwithstanding the date of execution hereof.2.5
      In this Agreement, except as the context otherwise requires: (a)
      “Cause”means: (i)
      Fraud, dishonesty, or any other improper conduct engaged in by the Employee that causes, or has the potential to cause, harm to the Company, or the business or reputation of the Company, including, without limitation, (A) violation by the Employee of any policies of the Company applicable to the Employee, (B) violation by the Employee of laws, rules or regulations applicable to the Employee, (C) criminal activity related to the Employee’s job or which the Company considers, in its absolute discretion, to impact its reputation adversely; or(ii)
      any other act or omission that would constitute cause at common law; (b)
      “Change in Control” means and will be deemed to have occurred when: (i)
      any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act(British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 25% of the votes attaching to all shares of the Company which may be cast to elect directors of the Company; E-505
    – 3 – (ii)
      the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries;(iii)
      the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking;(iv)
      the Company enters into any transaction or arrangement which would have the same or similar effect as the transactions referred to in paragraphs 2.5(b)(i), (ii) or (iii) above; (c)
      “Confidential Information” includes but is not limited to proprietary information of the Company not in the public domain relating to the business, business methods, business plans, and business strategies of the Company to which the Employee was privy to during his employment. 3.
      DURATION3.1
      This Agreement shall remain in effect for so long as the Employee remains an employee and afterwards to the extent specified under the terms of the Agreement.3.2
      This Agreement shall expire should the Employee resign his employment with the Company or be terminated for Cause by the Company prior to the occurrence of a Change in Control.4.
      PAYMENTS4.1
      Upon the occurrence of a Change in Control as defined in the Agreement which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment or does not accept an offer of employment in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to fourteen (14) months base salary and the equivalent of fourteen (14) months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by fourteen (14) (the “Retention Payment”).4.2
      The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions within fifteen (15) days of the date of the Change in Control.4.3
      The Employee shall not be entitled to provision of the Retention Payment when the Employee is offered and accepts Comparable Employment with the New Company Owner. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, the Employee shall be provided with a separation payment (the “Separation Payment”). E-506
    – 4 – 4.4
      Provided that such resignation occurs within six months of such Change in Control, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to seven (7) months of salary and bonuses.4.5
      The Separation Payment will be paid to the Employee in a lump sum after required statutory deductions within thirty (30) days of the Company being notified of the resignation of the Employee from his or her employment with the New Company Owner.4.6
      The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with or without Cause by the New Company Owner.4.7
      All payments shall be net of required statutory or other withholdings, including monies owed by the Employee to the Company, and subject to any directions from the Employee to direct the funds in a legitimate tax-friendly manner.4.8
      Provision of the Retention Payment or the Separation Payment to the Employee will satisfy any and all employment claims against the Company for unpaid bonuses, notice of termination or severance in lieu of such notice.4.9
      For greater certainty, nothing in this Agreement shall be construed so as to provide the Employee with a cause of action for dismissal or constructive dismissal, or to diminish the defences of the Company to such a cause of action.5.
      CONFIDENTIALITY5.1
      Confidentiality Covenants of EmployeeWhile employed by the Company, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except in accordance with the policies of the Company. Upon the termination of the Employee’s employment with the Company, for any reason including resignation, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except as required to fulfill the employment duties of the Employee in a position of Comparable Employment. In addition, the Employee will not disclose or discuss in any way, either directly or indirectly, now or in future, the terms of this Agreement with any other person or party except with senior management of the Company, his financial and legal consultants, his immediate family members or as required by law.5.2
      Return of Confidential InformationPromptly following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, the Employee shall return to the Company, and will not take, keep, recreate or deliver to anyone else, or allow any third party to take, keep, recreate or deliver to anyone else: E-507
    – 5 – (a)
      any Confidential Information;(b)
      any copies, photographs, reports, summaries, lists or reproductions of any Confidential Information; and(c)
      any devices or equipment or media capable of storing Confidential Information, including, without limitation, computer diskettes, hard drives and other methods of electronic data storage. In the event any Confidential Information is stored or otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control of the Employee, the Employee will following the return of all Confidential Information to the Company, permanently and completely erase and destroy all electronic files and other repositories of Confidential Information stored or otherwise kept in or on any such computer hard drive or other storage device. 6.
      NON-SOLICITATION6.1
      Non-Solicitation of EmployeesFor a period of 12 months following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, neither the Employee nor any persons acting in conjunction with the Employee or acting at his direction or within his control shall directly or indirectly: (a)
      solicit, encourage, induce, or endeavour to cause any employee of the Company to leave his or her employment with the Company; or(b)
      otherwise interfere or attempt to interfere with the employment of any individual employed by, or seeking employment with, the Company. 7.
      GENERAL7.1
      SeverabilityIf any term or other provision of this Agreement is invalid, illegal or incapable being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, the intent of the parties being that the transactions contemplated hereby are fulfilled to the extent possible. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement may be modified so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. E-508
    – 6 – 7.2
      Successors and AssignsThis Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company, and their respective heirs, personal representatives, successors, and assigns, except that the Agreement is not otherwise assignable, and does not bind or create any rights or obligations against any corporation or entity that acquires all or a substantial part of the assets or shares of the Company.7.3
      Waiver of BreachThe waiver by the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver by the Company of any subsequent breach by the Employee. The waiver by the Employee of a breach of any provision of the Agreement by the Company shall not operate or be construed as a waiver by the Employee of any subsequent breach by the Company.7.4
      NoticesAny Notice required or permitted to be given hereunder must be in writing and will be deemed to have been given to a party hereto if delivered, personally or by courier or transmitted by facsimile transmission or by registered mail sent to the addresses of the parties as follows: (a)
      the Company:Suite 2000, Guinness Tower, 1055 West Hastings Street, 
      Vancouver, British Columbia, V6E 2E9Fax: 604.331.8773(b)
      the Employee:2000 – 1055 West Hastings Street,Vancouver, British Columbia, V6E 2E9 or at such other address as the Party may provide to the other Parties by Notice from time to time in accordance with this Subsection 7.4. Any Notice so given will be deemed to have been received on the day of delivery, if delivered, on the first Business Day following the transmission, if sent by fax, or on the 3rdBusiness Day after mailing, if sent by registered mail. “Business Day” shall mean a day which is not a Saturday, Sunday or statutory holiday in British Columbia.7.5
      Time of the EssenceTime shall be of the essence of this Agreement. E-509
    – 7 – IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:“Chet Idziszek”Authorized Signatory
  SIGNED, SEALED and DELIVERED
        
        )by NELL M. DRAGOVANin the
        
        )presence of
        
        ))))“Elvie N. Valenzuela”
        
        ))))
        “Nell M. Dragovan”Witness
        
        )
        NELL M. DRAGOVAN))))))
  E-510
     2011 EMPLOYEE RETENTION AGREEMENT THIS 2011 EMPLOYEE RETENTION AGREEMENT(“Agreement”) which is dated for reference October 28, 2011, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at 
    Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Company”); AND CHET IDZISZEKof
    2000 – 1055 West Hastings Street, 
    Vancouver, British Columbia, V6/E 2E9 (the “Employee”). WHEREASthe Company is engaged in discussions which may result in a Change in Control (as defined below) of its current business; AND WHEREASthe Company recognizes that the uncertainty and questions which a Change in Control (as defined below) may raise among management and employees of the Company could result in the departure or distraction of management personnel or employees to the detriment of the Company and its shareholders; AND WHEREASthe Company recognizes the valuable services that the Employee has provided and is continuing to provide to the Company, and believes that it is responsible and fair to the Company that the Employee receives fair treatment in the event of a Change in Control or the termination of the Employee’s employment; AND WHEREASthe Company is desirous of entering into an agreement to provide reasonable compensation to the Employee in the event of a Change in Control of the Company as a reward for past service and for continued service to the Company in his or her current employment up to and during the Change in Control process; AND WHEREASboth the Company and the Employee wish formally to agree as to the terms and conditions which will govern in the event of a Change in Control; NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: E-511
     – 2 – 1.
      RECITALS1.1
      The parties agree, and represent and warrant to each other, that the above recitals are true and accurate.2.
      INTERPRETATION2.1
      Unless elsewhere herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.2.2
      The headings of the Articles, sections, subsections and clauses herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.2.3
      This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.2.4
      For the purposes of this Agreement, the Company will recognize the Employee’s service from the date the Employee was first employed by the Company, notwithstanding the date of execution hereof.2.5
      In this Agreement, except as the context otherwise requires: (a)
      “Cause”means: (i)
      Fraud, dishonesty, or any other improper conduct engaged in by the Employee that causes, or has the potential to cause, harm to the Company, or the business or reputation of the Company, including, without limitation, (A) violation by the Employee of any policies of the Company applicable to the Employee, (B) violation by the Employee of laws, rules or regulations applicable to the Employee, (C) criminal activity related to the Employee’s job or which the Company considers, in its absolute discretion, to impact its reputation adversely; or(ii)
      any other act or omission that would constitute cause at common law; (b)
      “Change in Control” means and will be deemed to have occurred when: (i)
      any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act(British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 25% of the votes attaching to all shares of the Company which may be cast to elect directors of the Company; E-512
      – 3 – (ii)
      the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries;(iii)
      the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking;(iv)
      the Company enters into any transaction or arrangement which would have the same or similar effect as the transactions referred to in paragraphs 2.5(b)(i), (ii) or (iii) above; (c)
      “Confidential Information” includes but is not limited to proprietary information of the Company not in the public domain relating to the business, business methods, business plans, and business strategies of the Company to which the Employee was privy to during his employment. 3.
      DURATION3.1
      This Agreement shall remain in effect for so long as the Employee remains an employee and afterwards to the extent specified under the terms of the Agreement.3.2
      This Agreement shall expire should the Employee resign his employment with the Company or be terminated for Cause by the Company prior to the occurrence of a Change in Control.4.
      PAYMENTS4.1
      Upon the occurrence of a Change in Control as defined in the Agreement which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment or does not accept an offer of employment in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to sixteen (16) months base salary and the equivalent of sixteen (16) months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by sixteen (16) (the “Retention Payment”).4.2
      The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions within fifteen (15) days of the date of the Change in Control.4.3
      The Employee shall not be entitled to provision of the Retention Payment when the Employee is offered and accepts Comparable Employment with the New Company Owner. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, the Employee shall be provided with a separation payment (the “Separation Payment”). E-513
      – 4 – 4.4
      Provided that such resignation occurs within six months of such Change in Control, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to eight (8) months of salary and bonuses.4.5
      The Separation Payment will be paid to the Employee in a lump sum after required statutory deductions within thirty (30) days of the Company being notified of the resignation of the Employee from his or her employment with the New Company Owner.4.6
      The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with or without Cause by the New Company Owner.4.7
      All payments shall be net of required statutory or other withholdings, including monies owed by the Employee to the Company, and subject to any directions from the Employee to direct the funds in a legitimate tax-friendly manner.4.8
      Provision of the Retention Payment or the Separation Payment to the Employee will satisfy any and all employment claims against the Company for unpaid bonuses, notice of termination or severance in lieu of such notice.4.9
      For greater certainty, nothing in this Agreement shall be construed so as to provide the Employee with a cause of action for dismissal or constructive dismissal, or to diminish the defences of the Company to such a cause of action.5.
      CONFIDENTIALITY5.1
      Confidentiality Covenants of EmployeeWhile employed by the Company, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except in accordance with the policies of the Company. Upon the termination of the Employee’s employment with the Company, for any reason including resignation, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except as required to fulfill the employment duties of the Employee in a position of Comparable Employment. In addition, the Employee will not disclose or discuss in any way, either directly or indirectly, now or in future, the terms of this Agreement with any other person or party except with senior management of the Company, his financial and legal consultants, his immediate family members or as required by law.5.2
      Return of Confidential InformationPromptly following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, the Employee shall return to the Company, and will not take, keep, recreate or deliver to anyone else, or allow any third party to take, keep, recreate or deliver to anyone else: E-514
      – 5 – (a)
      any Confidential Information;(b)
      any copies, photographs, reports, summaries, lists or reproductions of any Confidential Information; and(c)
      any devices or equipment or media capable of storing Confidential Information, including, without limitation, computer diskettes, hard drives and other methods of electronic data storage. In the event any Confidential Information is stored or otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control of the Employee, the Employee will following the return of all Confidential Information to the Company, permanently and completely erase and destroy all electronic files and other repositories of Confidential Information stored or otherwise kept in or on any such computer hard drive or other storage device. 6.
      NON-SOLICITATION6.1
      Non-Solicitation of EmployeesFor a period of 12 months following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, neither the Employee nor any persons acting in conjunction with the Employee or acting at his direction or within his control shall directly or indirectly: (a)
      solicit, encourage, induce, or endeavour to cause any employee of the Company to leave his or her employment with the Company; or(b)
      otherwise interfere or attempt to interfere with the employment of any individual employed by, or seeking employment with, the Company. 7.
      GENERAL7.1
      SeverabilityIf any term or other provision of this Agreement is invalid, illegal or incapable being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, the intent of the parties being that the transactions contemplated hereby are fulfilled to the extent possible. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement may be modified so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. E-515
     – 6 – 7.2
      Successors and AssignsThis Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company, and their respective heirs, personal representatives, successors, and assigns, except that the Agreement is not otherwise assignable, and does not bind or create any rights or obligations against any corporation or entity that acquires all or a substantial part of the assets or shares of the Company.7.3
      Waiver of BreachThe waiver by the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver by the Company of any subsequent breach by the Employee. The waiver by the Employee of a breach of any provision of the Agreement by the Company shall not operate or be construed as a waiver by the Employee of any subsequent breach by the Company.7.4
      NoticesAny Notice required or permitted to be given hereunder must be in writing and will be deemed to have been given to a party hereto if delivered, personally or by courier or transmitted by facsimile transmission or by registered mail sent to the addresses of the parties as follows: (a)
      the Company:Suite 2000, Guinness Tower, 1055 West Hastings Street, 
          Vancouver, British Columbia, V6E 2E9Fax: 604.331.8773(b)
      the Employee:2000 – 1055 West Hastings Street,Vancouver, British Columbia, V6E 2E9 or at such other address as the Party may provide to the other Parties by Notice from time to time in accordance with this Subsection 7.4. Any Notice so given will be deemed to have been received on the day of delivery, if delivered, on the first Business Day following the transmission, if sent by fax, or on the 3rdBusiness Day after mailing, if sent by registered mail. “Business Day” shall mean a day which is not a Saturday, Sunday or statutory holiday in British Columbia.7.5
      Time of the EssenceTime shall be of the essence of this Agreement. E-516
    – 7 – IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:“James G. Stewart”Authorized Signatory
  SIGNED, SEALED and DELIVERED
        
        )by CHET IDZISZEKin the presence of
        
        ))))“Elizabeth Anderson”
        
        ))))
        “Chet Idziszek”Witness
        
        )
        CHET IDZISZEK)))))))
  E-517     2011 EMPLOYEE RETENTION AGREEMENT THIS 2011 EMPLOYEE RETENTION AGREEMENT(“Agreement”) which is dated for reference October 28, 2011, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at 
    Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Company”); AND DAVID W. MALLOof
    2000 – 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Employee”). WHEREASthe Company is engaged in discussions which may result in a Change in Control (as defined below) of its current business; AND WHEREASthe Company recognizes that the uncertainty and questions which a Change in Control (as defined below) may raise among management and employees of the Company could result in the departure or distraction of management personnel or employees to the detriment of the Company and its shareholders; AND WHEREASthe Company recognizes the valuable services that the Employee has provided and is continuing to provide to the Company, and believes that it is responsible and fair to the Company that the Employee receives fair treatment in the event of a Change in Control or the termination of the Employee’s employment; AND WHEREASthe Company is desirous of entering into an agreement to provide reasonable compensation to the Employee in the event of a Change in Control of the Company as a reward for past service and for continued service to the Company in his or her current employment up to and during the Change in Control process; AND WHEREASboth the Company and the Employee wish formally to agree as to the terms and conditions which will govern in the event of a Change in Control; NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: E-518
    – 2 – 1.
      RECITALS1.1
      The parties agree, and represent and warrant to each other, that the above recitals are true and accurate.2.
      INTERPRETATION2.1
      Unless elsewhere herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.2.2
      The headings of the Articles, sections, subsections and clauses herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.2.3
      This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.2.4
      For the purposes of this Agreement, the Company will recognize the Employee’s service from the date the Employee was first employed by the Company, notwithstanding the date of execution hereof.2.5
      In this Agreement, except as the context otherwise requires: (a)
      “Cause”means: (i)
      Fraud, dishonesty, or any other improper conduct engaged in by the Employee that causes, or has the potential to cause, harm to the Company, or the business or reputation of the Company, including, without limitation, (A) violation by the Employee of any policies of the Company applicable to the Employee, (B) violation by the Employee of laws, rules or regulations applicable to the Employee, (C) criminal activity related to the Employee’s job or which the Company considers, in its absolute discretion, to impact its reputation adversely; or(ii)
      any other act or omission that would constitute cause at common law; (b)
      “Change in Control” means and will be deemed to have occurred when: (i)
      any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act(British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 25% of the votes attaching to all shares of the Company which may be cast to elect directors of the Company; E-519
    – 3 – (ii)
      the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries;(iii)
      the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking;(iv)
      the Company enters into any transaction or arrangement which would have the same or similar effect as the transactions referred to in paragraphs 2.5(b)(i), (ii) or (iii) above; (c)
      “Confidential Information” includes but is not limited to proprietary information of the Company not in the public domain relating to the business, business methods, business plans, and business strategies of the Company to which the Employee was privy to during his employment. 3.
      DURATION3.1
      This Agreement shall remain in effect for so long as the Employee remains an employee and afterwards to the extent specified under the terms of the Agreement.3.2
      This Agreement shall expire should the Employee resign his employment with the Company or be terminated for Cause by the Company prior to the occurrence of a Change in Control.4.
      PAYMENTS4.1
      Upon the occurrence of a Change in Control as defined in the Agreement which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment or does not accept an offer of employment in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to sixteen (16) months base salary and the equivalent of sixteen (16) months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by sixteen (16) (the “Retention Payment”).4.2
      The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions within fifteen (15) days of the date of the Change in Control.4.3
      The Employee shall not be entitled to provision of the Retention Payment when the Employee is offered and accepts Comparable Employment with the New Company Owner. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, the Employee shall be provided with a separation payment (the “Separation Payment”). E-520
    – 4 – 4.4
      Provided that such resignation occurs within six months of such Change in Control, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to eight (8) months of salary and bonuses.4.5
      The Separation Payment will be paid to the Employee in a lump sum after required statutory deductions within thirty (30) days of the Company being notified of the resignation of the Employee from his or her employment with the New Company Owner.4.6
      The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with or without Cause by the New Company Owner.4.7
      All payments shall be net of required statutory or other withholdings, including monies owed by the Employee to the Company, and subject to any directions from the Employee to direct the funds in a legitimate tax-friendly manner.4.8
      Provision of the Retention Payment or the Separation Payment to the Employee will satisfy any and all employment claims against the Company for unpaid bonuses, notice of termination or severance in lieu of such notice.4.9
      For greater certainty, nothing in this Agreement shall be construed so as to provide the Employee with a cause of action for dismissal or constructive dismissal, or to diminish the defences of the Company to such a cause of action.5.
      CONFIDENTIALITY5.1
      Confidentiality Covenants of EmployeeWhile employed by the Company, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except in accordance with the policies of the Company. Upon the termination of the Employee’s employment with the Company, for any reason including resignation, the Employee will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except as required to fulfill the employment duties of the Employee in a position of Comparable Employment. In addition, the Employee will not disclose or discuss in any way, either directly or indirectly, now or in future, the terms of this Agreement with any other person or party except with senior management of the Company, his financial and legal consultants, his immediate family members or as required by law.5.2
      Return of Confidential InformationPromptly following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, the Employee shall return to the Company, and will not take, keep, recreate or deliver to anyone else, or allow any third party to take, keep, recreate or deliver to anyone else: E-521
    – 5 – (a)
      any Confidential Information;(b)
      any copies, photographs, reports, summaries, lists or reproductions of any Confidential Information; and(c)
      any devices or equipment or media capable of storing Confidential Information, including, without limitation, computer diskettes, hard drives and other methods of electronic data storage. In the event any Confidential Information is stored or otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control of the Employee, the Employee will following the return of all Confidential Information to the Company, permanently and completely erase and destroy all electronic files and other repositories of Confidential Information stored or otherwise kept in or on any such computer hard drive or other storage device. 6.
      NON-SOLICITATION6.1
      Non-Solicitation of EmployeesFor a period of 12 months following the termination of the Employee’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Employment, neither the Employee nor any persons acting in conjunction with the Employee or acting at his direction or within his control shall directly or indirectly: (a)
      solicit, encourage, induce, or endeavour to cause any employee of the Company to leave his or her employment with the Company; or(b)
      otherwise interfere or attempt to interfere with the employment of any individual employed by, or seeking employment with, the Company. 7.
      GENERAL7.1
      SeverabilityIf any term or other provision of this Agreement is invalid, illegal or incapable being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, the intent of the parties being that the transactions contemplated hereby are fulfilled to the extent possible. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement may be modified so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. E-522
    – 6 – 7.2
      Successors and Assigns This Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company, and their respective heirs, personal representatives, successors, and assigns, except that the Agreement is not otherwise assignable, and does not bind or create any rights or obligations against any corporation or entity that acquires all or a substantial part of the assets or shares of the Company. 7.3
      Waiver of Breach The waiver by the Company of a breach of any provision of this Agreement by the Employee shall not operate or be construed as a waiver by the Company of any subsequent breach by the Employee. The waiver by the Employee of a breach of any provision of the Agreement by the Company shall not operate or be construed as a waiver by the Employee of any subsequent breach by the Company. 7.4
      Notices Any Notice required or permitted to be given hereunder must be in writing and will be deemed to have been given to a party hereto if delivered, personally or by courier or transmitted by facsimile transmission or by registered mail sent to the addresses of the parties as follows: (a)
      the Company:Suite 2000, Guinness Tower, 1055 West Hastings Street,Vancouver, British Columbia, V6E 2E9Fax: 604.331.8773(b)
      the Employee:2000 – 1055 West Hastings Street,Vancouver, British Columbia, V6E 2E9 or at such other address as the Party may provide to the other Parties by Notice from time to time in accordance with this Subsection 7.4. Any Notice so given will be deemed to have been received on the day of delivery, if delivered, on the first Business Day following the transmission, if sent by fax, or on the 3rdBusiness Day after mailing, if sent by registered mail. “Business Day” shall mean a day which is not a Saturday, Sunday or statutory holiday in British Columbia. 7.5
      Time of the Essence Time shall be of the essence of this Agreement. E-523
    – 7 – IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:“Chet Idziszek”Authorized Signatory
  SIGNED, SEALED and DELIVERED
        
        )by DAVID W. MALLOin the presence of
        
        ))))“Elizabeth Anderson”
        
        ))))
        “David W. Mallo”Witness
        
        )
        DAVID W. MALLO)))))))
 E-524
     2011 CONSULTANT RETENTION AGREEMENT THIS 2011 CONSULTANT RETENTION AGREEMENT(“Agreement”) which is dated for reference October 28, 2011, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at 
    Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9 (the “Company”); AND JAMES G. STEWARTof 
    6249 Elm Street,
    Vancouver, British Columbia, V6N 1B2 (the “Consultant”). WHEREASthe Company is engaged in discussions which may result in a Change in Control (as defined below) of its current business; AND WHEREASthe Company recognizes that the uncertainty and questions which a Change in Control (as defined below) may raise among management and employees of the Company could result in the departure or distraction of management personnel or employees to the detriment of the Company and its shareholders; AND WHEREASthe Company recognizes the valuable services that the Consultant has provided and is continuing to provide to the Company, and believes that it is responsible and fair to the Company that the Consultant receives fair treatment in the event of a Change in Control or the termination of the Consultant’s consultancy; AND WHEREASthe Company is desirous of entering into an agreement to provide reasonable compensation to the Consultant in the event of a Change in Control of the Company as a reward for past service and for continued service to the Company in his or her current consultancy up to and during the Change in Control process; AND WHEREASboth the Company and the Consultant wish formally to agree as to the terms and conditions which will govern in the event of a Change in Control; NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: E-525
    – 2 – 1.
      RECITALS1.1
      The parties agree, and represent and warrant to each other, that the above recitals are true and accurate.2.
      INTERPRETATION2.1
      Unless elsewhere herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.2.2
      The headings of the Articles, sections, subsections and clauses herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.2.3
      This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.2.4
      For the purposes of this Agreement, the Company will recognize the Consultant’s service from the date the Consultant was first engaged by the Company, notwithstanding the date of execution hereof.2.5
      In this Agreement, except as the context otherwise requires: (a)
      “Cause”means: (i)
      Fraud, dishonesty, or any other improper conduct engaged in by the Consultant that causes, or has the potential to cause, harm to the Company, or the business or reputation of the Company, including, without limitation, (A) violation by the Consultant of any policies of the Company applicable to the Consultant, (B) violation by the Consultant of laws, rules or regulations applicable to the Consultant, (C) criminal activity related to the Consultant’s provision of services or which the Company considers, in its absolute discretion, to impact its reputation adversely; or(ii)
      any other act or omission that would constitute cause at common law; (b)
      “Change in Control” means and will be deemed to have occurred when: (i)
      any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act(British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other E-526
    – 3 – securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast more than 25% of the votes attaching to all shares of the Company which may be cast to elect directors of the Company; (ii)
      the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries;(iii)
      the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking;(iv)
      the Company enters into any transaction or arrangement which would have the same or similar effect as the transactions referred to in paragraphs 2.5(b)(i), (ii) or (iii) above; (c)
      “Confidential Information” includes but is not limited to proprietary information of the Company not in the public domain relating to the business, business methods, business plans, and business strategies of the Company to which the Consultant was privy to during his consultancy. 3.
      DURATION3.1
      This Agreement shall remain in effect for so long as the Consultant remains a consultant to the Company and afterwards to the extent specified under the terms of the Agreement.3.2
      This Agreement shall expire should the Consultant resign his consultancy with the Company or be terminated for Cause by the Company prior to the occurrence of a Change in Control.4.
      PAYMENTS4.1
      Upon the occurrence of a Change in Control as defined in the Agreement which results in or leads to the termination of the consultancy of the Consultant with the Company, and provided the Consultant is not offered a consultancy or does not accept an offer of consultancy in a position that is the same or similar to his or her consultancy with the Company (the “Comparable Consultancy”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Consultant shall receive from the Company a lump sum payment equal to twelve and one-half (12.5) months base salary and the equivalent of twelve and one-half (12.5) months of bonuses calculated by totalling the average of the annual bonuses paid to the Chief Executive Officer of the Company, Chet Idziszek, during his past three years of employment, dividing the total amount by 36, and multiplying the result by twelve and one-half (12.5) (the “Retention Payment”). E-527
    – 4 – 4.2
      The Retention Payment will be paid to the Consultant in a lump sum after required statutory deductions within fifteen (15) days of the date of the Change in Control.4.3
      The Consultant shall not be entitled to provision of the Retention Payment when the Consultant is offered and accepts Comparable Consultancy with the New Company Owner. Should the Consultant, however, decide to resign from his or her consultancy with the New Company Owner for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, the Consultant shall be provided with a separation payment (the “Separation Payment”).4.4
      Provided that such resignation occurs within six months of such Change in Control, the Company shall provide the Separation Payment to the Consultant which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to six (6) months of salary and bonuses.4.5
      The Separation Payment will be paid to the Consultant in a lump sum after required statutory deductions within thirty (30) days of the Company being notified of the resignation of the Consultant from his or her consultancy with the New Company Owner.4.6
      The Separation Payment will not be payable to the Consultant in the event his or her consultancy is terminated with or without Cause by the New Company Owner.4.7
      All payments shall be net of required statutory or other withholdings, including monies owed by the Consultant to the Company, and subject to any directions from the Consultant to direct the funds in a legitimate tax-friendly manner.4.8
      Provision of the Retention Payment or the Separation Payment to the Consultant will satisfy any and all claims against the Company for unpaid bonuses, notice of termination or severance in lieu of such notice.4.9
      For greater certainty, nothing in this Agreement shall be construed so as to provide the Consultant with a cause of action for dismissal or constructive dismissal, or to diminish the defences of the Company to such a cause of action. E-528
    – 5 – 5.
      CONFIDENTIALITY5.1
      Confidentiality Covenants of Consultant While employed by the Company, the Consultant will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except in accordance with the policies of the Company. Upon the termination of the Consultant’s consultancy with the Company, for any reason including resignation, the Consultant will not disclose nor discuss in any way, either directly or indirectly, the Confidential Information with any person except as required to fulfill the duties of the Consultant in a position of Comparable Consultancy. In addition, the Consultant will not disclose or discuss in any way, either directly or indirectly, now or in future, the terms of this Agreement with any other person or party except with senior management of the Company, his financial and legal consultants, his immediate family members or as required by law. 5.2
      Return of Confidential Information Promptly following the termination of the Consultant’s consultancy with the Company, for any reason except to fulfill the requirements of a position of Comparable Consultancy, the Consultant shall return to the Company, and will not take, keep, recreate or deliver to anyone else, or allow any third party to take, keep, recreate or deliver to anyone else: (a)
      any Confidential Information;(b)
      any copies, photographs, reports, summaries, lists or reproductions of any Confidential Information; and(c)
      any devices or equipment or media capable of storing Confidential Information, including, without limitation, computer diskettes, hard drives and other methods of electronic data storage. In the event any Confidential Information is stored or otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control of the Consultant, the Consultant will following the return of all Confidential Information to the Company, permanently and completely erase and destroy all electronic files and other repositories of Confidential Information stored or otherwise kept in or on any such computer hard drive or other storage device. 6.
      NON-SOLICITATION6.1
      Non-Solicitation of Employees For a period of 12 months following the termination of the Consultant’s employment with the Company, for any reason except to fulfill the requirements of a position of Comparable Consultancy, neither the Consultant nor any persons acting in conjunction with the Consultant or acting at his direction or within his control shall directly or indirectly: E-529
    – 6 – (a)
      solicit, encourage, induce, or endeavour to cause any employee of the Company to leave his or her employment with the Company; or(b)
      otherwise interfere or attempt to interfere with the employment of any individual employed by, or seeking employment with, the Company. 7.
      GENERAL7.1
      SeverabilityIf any term or other provision of this Agreement is invalid, illegal or incapable being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, the intent of the parties being that the transactions contemplated hereby are fulfilled to the extent possible. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement may be modified so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.7.2
      Successors and AssignsThis Agreement is intended to bind and inure to the benefit of and be enforceable by the Consultant, the Company, and their respective heirs, personal representatives, successors, and assigns, except that the Agreement is not otherwise assignable, and does not bind or create any rights or obligations against any corporation or entity that acquires all or a substantial part of the assets or shares of the Company.7.3
      Waiver of BreachThe waiver by the Company of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver by the Company of any subsequent breach by the Consultant. The waiver by the Consultant of a breach of any provision of the Agreement by the Company shall not operate or be construed as a waiver by the Consultant of any subsequent breach by the Company.7.4
      NoticesAny Notice required or permitted to be given hereunder must be in writing and will be deemed to have been given to a party hereto if delivered, personally or by courier or transmitted by facsimile transmission or by registered mail sent to the addresses of the parties as follows: (a)
      the Company: Suite 2000, Guinness Tower, 1055 West Hastings Street, 
    Vancouver, British Columbia, V6E 2E9
    Fax: 604.331.8773 E-530
    – 7 – (b)
      the Consultant: 6249 Elm Street,
    Vancouver, British Columbia, V6N 1B2 or at such other address as the Party may provide to the other Parties by Notice from time to time in accordance with this Subsection 7.4. Any Notice so given will be deemed to have been received on the day of delivery, if delivered, on the first Business Day following the transmission, if sent by fax, or on the 3rdBusiness Day after mailing, if sent by registered mail. “Business Day” shall mean a day which is not a Saturday, Sunday or statutory holiday in British Columbia. 7.5
      Time of the Essence Time shall be of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:“Chet Idziszek”Authorized SignatorySIGNED, SEALED and DELIVERED
        
        )by JAMES G. STEWARTin the presence
        
        )of
        
        ))))“Elizabeth Anderson”
        
        ))))
        *“James G. Stewart”*Witness
        
        )
        **JAMES G. STEWART**))))))
 E-531