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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 SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2011 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 SECURITIESEXCHANGE 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 64 PagesThe Exhibit Index is located on Page 63


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2 Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class

   Name of each exchange on which registeredNone

   ________
 Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares Without Par Value(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 135,572,829 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 Standards by the International Accounting Standards Board [   ]

   Other [ X ]
 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 [ X ]

   Item 18 [   ]


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3 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 28, 2011 unless an earlier or later date is indicated. Financial information is presented in accordance with accounting principles generally accepted in Canada. Measurement differences between accounting principles generally accepted in Canada and in the United States, as applicable to the Company, are set forth in Item 5 of this Annual Report and in Note 17 to the accompanying Financial Statements of the Company.


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4 SECURITIES AND EXCHANGE COMMISSION FORM 20-F TABLE OF CONTENTS Page No. GLOSSARY OF MINING TERMS

   8PART I

   

   11ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

   11ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE

   11ITEM 3.

   KEY INFORMATION

   11A.

   Selected Financial Data

   11B.

   Capitalization and Indebtedness

   12C.

   Reasons For The Offer and Use of Proceeds

   13D.

   Risk Factors

   13THE MARKET VALUE OF OUR SHARES IN THE PUBLIC MARKETS ON WHICHTHEY TRADE IS SUBJECT TO HIGH VOLATILITY AND TO UNPREDICTABLE CHANGES IN THE EVALUATIONS, PERCEPTIONS AND SENTIMENTS OFBUYERS AND SELLERS IN THOSE MARKETS

   13OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES

   13OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, ANDWE ARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETSAND ISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARYTO 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 DILUTEDUPON THE ISSUE OF ADDITIONAL EQUITY

   13OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITY GOLD,AND THE MARKET PRICE FOR THIS IS SUBJECT TO HIGH VOLATILITY

   14THE PRICES OF MANY SIGNIFICANT INPUTS TO OUR COSTS OF EXPLORINGARE SUBJECT TO HIGH VOLATILITY AND COULD RENDER OUR COSTS OF CONTINUING TO EXPLORE HIGHER THAN ANTICIPATED, PLANNED OR BUDGETED

   14WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS ANDEXPERIENCE OF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION

   14WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATINGNO OPERATING REVENUE

   14WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTOPRODUCTION

   14WE 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 OURSHARES IN THE UNITED STATES

   14


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5 OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARENOT FULLY INSURED AGAINST ALL OPERATING HAZARDS

   15OUR COMPETITORS IN THE MINERAL AND OIL AND GAS EXPLORATION INDUSTRIES INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICHHAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TOCARRY OUT ACTIVITIES

   15WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL WHICH POSSESSES COMPLEX REGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR ANDCHALLENGING CONDITIONS AFFECTING OUR OPERATIONS

   15OUR ACTIVITIES IN MINERAL EXPLORATION SUBJECT US TO A WIDE ARRAYOF ENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLYAND TIME-CONSUMING TO COMPLY WITH

   15WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THEFORESEEABLE FUTURE

   16THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TOCONTINUE TO BE SUBJECT TO WIDE FLUCTUATIONS

   16ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVILLIABILITIES AND JUDGEMENTS

   16UNITED 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

   17ITEM 4.

   INFORMATION ON THE COMPANY

   17A.

   History and Development of the Company

   17OJVG Gold Property, Sénégal

   18Santa Rosa Property, Argentina

   19B.

   Business Overview

   19C.

   Organizational Structure

   20D.

   Property, Plants and Equipment

   20OJVG Gold Property, Sénégal

   20Technical Summary

   21Geology and Mineralization

   22EXPLORATION

   23Fiscal Year (“FY 2010”) Ended February 28, 2011

   23Fiscal Year Currently in Progress

   24MINERAL RESERVE ESTIMATE

   24Economics

   252010 FS Conclusions

   26Ausenco Optimization Studies

   26Stockpile and Reclaim System

   27Leach Tank Size Increase

   27Heap Leach Desktop Study

   27Doing Business in Sénégal

   28ITEM 4A.

   UNRESOLVED STAFF COMMENTS

   29ITEM 5.

   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   29A.

   Operating Results

   29Significant Accounting Policies

   30Resource Properties

   30Stock-based compensation

   31Fiscal Year Ended February 28, 2011 Compared to Fiscal Year EndedFebruary 28, 2010

   31


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6 Fiscal Year Ended February 28, 2010 Compared to Fiscal Year EndedFebruary 28, 2009

   31Fiscal Year Ended February 28, 2009 Compared to Fiscal Year EndedFebruary 29, 2008

   32B.

   Liquidity and Capital Resources

   33February 28, 2011 Compared to February 28, 2010

   34February 28, 2010 Compared to February 28, 2009

   34February 28, 2009 Compared to February 29, 2008

   35Material Differences between Canadian and U.S. Generally Accepted Accounting Principles

   35Outlook

   35C.

   Research and Development, Patents and Licenses, etc.

   36D.

   Trend Information

   36E.

   Off-Balance Sheet Arrangements

   36F.

   Tabular Disclosure of Contractual Obligations

   36G.

   Safe Harbour

   36ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

   36A.

   Directors and Senior Management

   36B.

   Compensation

   38C.

   Board Practices

   40D.

   Employees

   40E.

   Share Ownership

   40ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   41A.

   Major Shareholders

   41B.

   Related Party Transactions

   42C.

   Interests of Experts and Counsel

   42ITEM 8.

   FINANCIAL INFORMATION

   42A.

   Consolidated Statements and Other Financial Information

   42B.

   Significant Changes

   43ITEM 9.

   THE OFFER AND LISTING

   43A.

   Offer and Listing Details

   43B.

   Plan of Distribution

   44C.

   Markets

   44D.

   Selling Stockholders

   44E.

   Dilution

   44F.

   Expenses of the Issue

   44ITEM 10.

   ADDITIONAL INFORMATION

   44A.

   Share Capital

   44B.

   Memorandum and Articles of Association

   45C.

   Material Contracts

   46D.

   Exchange Controls

   47E.

   Taxation

   48Material Canadian Federal Income Tax Consequences

   48Dividends

   49Capital Gains

   49Material United States Federal Income Tax Consequences

   50U.S. Holders

   50Distributions on Common Shares of the Company

   50Foreign Tax Credit

  51


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7 Information Reporting and Backup Withholding

   51Disposition of Common Shares of the Company

   51Currency Exchange Gains or Losses

   52Other Considerations

   52Foreign Personal Holding Company

   52Foreign Investment Company

   52Passive Foreign Investment Company

   53Controlled Foreign Corporation

   54F.

   Dividends and Paying Agents

   54G.

   Statements by Experts

   54H.

   Documents on Display

   54I.

   Subsidiary Information

   54ITEM 11.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   54ITEM 12.

   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   56PART II

   

   56ITEM 13.

   DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

   56ITEM 14.

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

   56ITEM 15.

   CONTROLS AND PROCEDURES

   56EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

   57MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

   57ITEM 16

   [RESERVED]

   58ITEM 16A.

   AUDIT COMMITTEE FINANCIAL EXPERT

   58ITEM 16B.

   CODE OF ETHICS

   58ITEM 16C.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES

   58ITEM 16D.

   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   58ITEM 16E.

   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   59PART III

   

   59ITEM 17.

   FINANCIAL STATEMENTS

   59ITEM 18.

   FINANCIAL STATEMENTS

   59ITEM 19.

   EXHIBITS

   59SIGNATURES

   62EXHIBIT INDEX

  63


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8 GLOSSARY AND DEFINED TERMS The following is a glossary of certain mining terms used in this 20-F document. Alluvial

   A general term for clay, silt, sand, gravel or similar unconsolidated detrital material deposited during comparatively recent geological time by a stream or other body of running water.Anticline

   Rock units folded into a convex-upward shape with the youngest unit on the top.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 AfricaBituminous

   Impregnated with various mixtures of hydrocarbons.CIL

   Carbon In Leach (CIL) is a processing method for extracting and recovery of gold from crushed ore. The process involves creating aslurryof 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.Comminution

   The mechanical process whereby larger pieces of rock are reduced to a smaller size during the milling process.Conglomerate

   A coarse grained sedimentary rock comprised of poorly sorted and typically rounded granules, pebbles, cobbles and boulders.Craton

   A relatively immobile part of the earth, generally of large sizeCrustal-scale

   A term used to describe large deep seated or regional scale geological features. I.e. the San Andreas fault is a "crustal-scale" feature.Discounted Cash Flow Model

   A Discounted Cash Flow (DCF) analysis or model is a method of valuing a mining project using the time value of money concept. All future cash flows are estimated and discounted to give their present values (PV’s). The sum of all future cash flows, both incoming and outgoing, is the net present value (NPV), which is taken as the value or price of the cash flows in question.Dyke

   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 GaFanglomerate

   Coarse unsorted clastic material deposited in alluvial fans.Fault

   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.Foliation/Foliated

   A term used to describe the linear or platy texture of rocks that have been subjected to extreme heat and pressure resulting in the flattening or alignment of a rock's constituent mineral grains.Formation

   A rock unit that has been named and defined by its location, relative age and composition.Fuchsite

   A bright green, chromium rich variety of a muscovite.Ga

   A billion years agoGemcom Whittle

   Gemcom Whittle - Strategic Mine PlanningTM is a computer software package that creates three dimensional shells (often referred to as pit shells or Whittle shells). The software uses input technical, metallurgical and economic parameters in order to define a shell around a body of mineralization. The software is most often used to determine which part of an ore deposit can be extracted at a profit.Geothermal

   Heat emanating from depths within the earth.


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9 Gneiss

   A foliated metamorphic rock with alternating bands or lenses of granular minerals and preferentially elongated or flaky minerals.Graben

   A portion of the earth’s crust that was faulted and dropped to a lower position relative to its surrounding during some part of its history. It subsequently may have been filled with sediments.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 cratonKerogen

   Various organic remains contained within sediments.Kriging

   A statistical technique used to calculate tonnage and grade mineral resources and reserves.Lacrustine

   Pertaining to processes in lakes.Lateritic

   A term used to describe highly weathered residual surface and near surface rock and soil horizons, often found in tropical or forested warm to temperate climates. Lateritic horizons or "laterites" are often pale brown to reddish brown in colour and can be very hard.Late-tectonic

   A point or reference of time during the latter stages of a tectonic event.Leach Tank

   A large tank that contains a chemical solution capable of extracting gold from crushed ore.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.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.


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10 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.Pluton

   A body of igneous rock that has been intruded from depth into pre-existing rock.Porphyry

   An igneous rock of any composition containing conspicuous phenocrysts (large crystals) within a fine-grained ground mass.Pyrite

   A common pale bronze, or brass yellow, metallic mineral largely comprised of iron and sulphur.Regressive

   Dropping sea level or excessive sediment input in sediments overstepping areas that were previously water-covered.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.Source Rocks

   Rocks containing organic material that, through geologic processes, have produced hydrocarbons.Stratigraphic Pinch-out

   A rock unit that changes character by diminishing its character to zero, commonly in an upward direction.Supracrustal

   Term used to describe younger rocks which overlie older basement rocks.Syngenetic

   A term used to describe a geological feature (i.e. ore deposit or sedimentary feature) that has formed contemporaneously with and by essentially the same processes as the enclosing rocks.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.Transgressive

   Rising sea level that results in sediments being deposited over what were previously land areas.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.Variogram

   A statistical tool used to describe the spatial relationship between data in three dimensions. Variograms are used during the geostatistical process of mineral resource and reserve estimates to determine how gold grades intersected in drill holes are distributed to the volume of rock in between and surrounding drill holes.Ultramafic

   Refers to igneous rocks composed almost entirely of dark, ferromagnesian minerals.


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11 PART I ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE
  This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. ITEM 3.

   KEY INFORMATION
  A.

   Selected Financial Data
  The following tables summarize selected financial data for the Company (stated in Canadian dollars) prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading “Item 5 – Operating And Financial Review And Prospects”. Note 17 of the financial statements of the Company included herein sets forth the measurement differences were such information to be presented in conformity with United States generally accepted accounting principles (“US GAAP”). Results for the period ended February 28, 2011 are not necessarily indicative of results for future periods. INFORMATION IN ACCORDANCE WITH CANADIAN GAAP: Year Ended February 28 or 292011

   2010

   2009

   2008

   2007(a)

   Total revenue

   $0

   $0

   $0

   $0

   $0(b)

   Earnings (loss) from continuing operations(1)Total

   ($6,965,552)

   ($7,860,319)

   ($4,574,185)

   ($1,377,648)

   ($1,801,883)Per Share (1)

   ($0.06)

   ($0.09)

   ($0.07)

   ($0.02)

   ($0.04)(c)

   Total assets

   $93,668,189

   $68,012,423

   $49,368,607

   $48,205,346

   $27,405,610(d)

   Total long-term debt

   $0

   $0

   $0

   $0

   $0(e)

   Capital stock

   $111,298,040

   $82,876,200

   $58,528,199

   $57,509,011

   $34,635,509(f)

   Total shareholders’ equity

   $92,233,185

   $66,311,431

   $47,036,248

   $46,030,061

   $24,117,196(g)

   Cash dividends declared per share

   n/a

   n/a

   n/a

   n/a

   n/a(h)

   Net earnings (loss) for the periodTotal

   ($6,965,552)

   ($7,860,319)

   ($4,574,185)

   ($1,377,648)

   ($1,801,883)Per Share (1)

   ($0.06)

   ($0.09)

   ($0.07)

   ($0.02)

   ($0.04)Number of shares

   117,491,838

   88,046,230

   65,264,018

   56,740,221

   42,853,558
  (1)

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


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12 INFORMATION IN CONFORMITY WITH US GAAP: Year Ended February 28 or 292011

   2010

   2009

   2008

   2007(a)

   Total revenue

   $0

   $0

   $0

   $0

   $0(b)

   Earnings (loss) from continuing operationsTotal

   ($27,618,998)

   ($24,011,231)

   ($21,409,628)

   ($11,635,349)

   ($9,659,151)Per Share1

   ($0.24)

   ($0.27)

   ($0.33)

   ($0.21)

   ($0.23)(c)

   Total assets

   $20,104,211

   $15,101,891

   $12,608,987

   $28,281,169

   $17,739,134(d)

   Total long-term debt

   $0

   $0

   $0

   $0

   $0(e)

   Capital stock

   $111,298,040

   $82,876,200

   $58,528,199

   $57,509,011

   $34,635,509(f)

   Total shareholders’ equity

   $18,669,207

   $13,400,899

   $10,276,628

   $26,105,884

   $14,450,720(g)

   Cash dividends declared per share

   n/a

   n/a

   n/a

   n/a

   n/a(h)

   Net earnings (loss) for the periodTotal

   ($27,618,998)

   ($24,011,231)

   ($21,409,628)

   ($11,635,349)

   ($9,659,151)Per Share1

   ($0.24)

   ($0.27)

   ($0.33)

   ($0.21)

   ($0.23)
  (1)

   The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses are the same. The Company has not declared or paid any dividends in any of its last five financial years. In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars. On September 6, 2011 the exchange rate, based on the noon buying rate published by The Bank of Canada for the conversion of Canadian dollars into United States dollars (the “Noon Rate of Exchange”) was $1.0091. The following table sets out the high and low exchange rates for each of the last six months. 2011August

   July

   June

   May

   April

   MarchHigh for period

   1.0438

   1.0583

   1.0370

   1.0537

   1.0542

   1.0324Low for period

   1.0091

   1.0343

   1.0141

   1.0195

   1.0319

   1.0083
  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 292011

   2010

   2009

   2008

   2007Average for the period

   0.9806

   0.9036

   0.9050

   0.9560

   0.8790
  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.


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13 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. 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.


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14 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. 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 28, 2011 was $34,493,452 according to Canadian GAAP and $108,057,430 according to US GAAP. 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


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15 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. WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL, A COUNTRY WHICH 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


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16 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 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 $0.59 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


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17 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. 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 four subsidiaries. Sabodala Holding Limited is incorporated in the British Virgin Islands and is wholly owned by the Company. Irie Isle Limited (“Irie”) is incorporated in the British Virgin Islands and is wholly owned by the Company. Cynthia Holdings Limited (“Cynthia”) is incorporated in the British Virgin Islands and as at February 28, 2009 was wholly owned by Irie. Exploraciones Oromin, S.A. (“EOSA”) is incorporated in Argentina and is wholly owned by Cynthia. Effective May 4, 2009 Cynthia became 67.52% owned by Irie. In December 2009 the Company reacquired, at no cost, the other 32.48% interest in Cynthia from Otto Energy Limited; essentially, this was a consequence of the drilling of an unsuccessful test well. 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.


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18 OJVG Gold Property, Sénégal The Company has the right to acquire the OJVG Property, as more fully described under “Item 4 - Information on the Company - D. Property, Plants and Equipment” below. The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004. The Oromin Joint Venture Group (“OJVG”) 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.”), 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 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. In August 2009 the Company completed an initial preliminary feasibility study for its 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. Santa Rosa Property, Argentina As of the date of this report, the Company has a 100% interest in the Santa Rosa Property, as described in Note 5(b) to the accompanying financial statements. All carrying values have been written off. The Company has determined


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19 that it does not intend to expend further material amounts on this property and accordingly no longer regards this property as material. Recent activity at Santa Rosa Property As a consequence of drilling an unsuccessful test well in July 2009 the Company wrote down its investment in the Santa Rosa project by $2,910,473 to a retained carrying value of $1,103,033 at February 28, 2010. During the financial year ended February 28. 2011 the Company incurred a further $340,322 in various project carrying costs as set out in Note 5 to the accompanying financial statements, and wrote off the entire balance of $1,443,355 at February 28, 2011. 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 activities have been financing and carrying out exploration on the OJVG Property in Sénégal and the Santa Rosa Property in Argentina. 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 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 has subsequently been seeking third party participation in the concession, has not succeeded in attracting any such, and has determined not to expend further material amounts of its own funds on the project. Accordingly, it has recognized, in two stages, the impairment of the entire carrying value of the project. This project is not longer regarded as material by the Company.


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20 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 Exploraciones Oromin, S.A. in the Santa Rosa Property takes the form of an exploration permit to explore for hydrocarbons for three exploration periods totaling six years, which is convertible to a 25-year exploitation permit with a possible 10-year extension, should commercial quantities of hydocarbons be established.(2)

   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. D.

   Property, Plants and Equipment
  The sole property of the Company regarded by it as material 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 Property 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 in this document.


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21 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), Ryan Campbell, P.Eng. (geotechnical engineering), Mark Liskowich, P.Geo. (environmental and social impact assessment), Jim Robertson, P.Eng. (open pit mine engineering), Dino Pilotto, P.Eng. (open pit mine engineering, open pit mineral reserve estimate), Michael Royle M. App.Sci., P.Geo (hydrogeology) and Dr. Maritz Rykaart, P.Eng. (water storage and waste management engineering)

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., a QP as defined by National Instrument 43-101. Unless otherwise indicated, much of the following summary has been extracted or based on the OJVG Sabodala Project Feasibility Study Technical Report (“2010 FS”) completed by SRK Consulting (Canada) Inc. (“SRK”) and Ausenco Solutions Canada Ltd. (“Ausenco”). The 2010 FS provides a comprehensive overview of the OJVG Gold Project as well as the parameters and engineering studies that were used to define reserves and an overall mine plan for the proposed development of five of the OJVG deposits. The 2010 FS also provides a list of opportunities to improve the project’s overall economics, project risks and recommendations for further work. Readers are advised that the full 2010 FS report has been filed and posted on the Company’s section of the SEDAR website www.sedar.com under the filing classification “Technical Report – NI 43-101” and dated July 15, 2010. Technical Summary Oromin Joint Venture Group Ltd. (“OJVG”) holds a 15 year renewable mining license (“OJVG Gold Project”), covering approximately 212.6 km2of land in the Tambakounda 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 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 FS. 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 Tambakounda 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 Tambakounda 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.


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22 The OJVG Gold Project (“the Project”) is held by OJVG, of which 43.5 % is owned by Sabodala Holding Limited (“SHL”), which is wholly owned by Oromin. Bendon International Ltd. also holds 43.5 % of the project, with Badr Investment and Finance Company holding 13 %. On January 26, 2010, OJVG was granted a mining licence for the 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 nine mineral deposits within OJVG’s Sabodala exploration property (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. 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 320 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. 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.


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23 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 shallow dip of the Kobokoto mineralization is unique and possibly related to a local horizontal flexure within the regional NNE trending shear zone. EXPLORATION Fiscal Year (“FY 2010”) Ended February 28, 2011 The Company’s 2010 exploration program on its OJVG 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. In July of 2010 the Company announced the results of a Feasibility Study (“2010 FS”) 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 FS 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


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24 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 FS. 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 FS. 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 parallel with the CIL plant proposed in the 2010 FS. 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 in the OJVG Gold Project was USD$20,653,446 for the fiscal year ended February 28, 2011. Fiscal year currently in progress Changes expected to influence our business during the current financial year are set out below. Oromin has proposed quarterly budgets for calendar 2011. OJVG’s shareholders have approved both the Q1 and Q2 budgets of USD $7.5 million for each, as well as the Q3 and Q4 budgets of USD $6 million for each. Based on drilling completed to the end of 2010, Oromin contracted SRK to carry out mineral resource updates on the Masato, Golouma West, Golouma South, Kerekounda and Kourouloulou deposits. Concurrent with SRK’s work, DRA Americas (“DRA”) was contracted to carry out mineral resource updates for the Kobokoto, Maki Medina, Niakafiri Southeast and Niakafiri Southwest deposits. 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 would be 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 resources could be economically recovered by heap leaching as well as an evaluation of mineralized material previously designated as waste from the proposed 2010 FS Masato reserve pit. The ongoing drill program on the OJVG Gold Project continues to expand the known limits of mineralization, particularly at depth at Golouma West, Golouma South and Kerekounda. Drilling of new targets outside of the known deposits continued with success, resulting in many new discoveries including Mamasato, Kotouniokolla, Kinemba, Saboraya, Sekoto, 950 Zone, Golouma West Extension and the Far West Target. The Company will continue to fund an active drill program throughout 2011. MINERAL RESERVE ESTIMATE The mineral reserve estimate for the OJVG Gold Project was completed as part of the 2010 FS completed by SRK and Ausenco. The mineral reserve has been subdivided into an open pit portion and an underground portion. The following tables present the open pit reserve, the underground reserve, and the total reserve summary. Open Pit Mineral Reserve EstimateCut-

   Diluted

   Contained GoldDiluted

   off*

   GradeReserve

   Tonnes

   

   

   Au

   AuDeposit

   Class

   ('000s)

   (g/t)

   (g/t)

   (kg)

   (koz)Golouma Style Higher Grade DepositsGolouma W

   Probable

   1,732

   0.90

   3.53

   6,114

   197Golouma S

   Probable

   959

   0.89

   4.79

   4,599

   148


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25 Kerekounda

   Probable

   42

   0.66

   6.54

   278

   9Subtotal Golouma Style

   Probable

   2,734

   0.90

   4.02

   10,991

   353Masato Style Bulk Tonnage DepositsMasato

   Probable

   10,154

   0.70

   1.41

   14,306

   460Subtotal Masato Style

   Probable

   10,154

   0.70

   1.41

   14,306

   460Total Mineral Reserve

   Probable

   12,888

   0.74

   1.96

   25,296

   813
  Notes:*Internal (mill) average cut-off based on Whittle optimization parameters Underground Mineral Reserve EstimateCut-off

   Diluted

   Contained GoldDiluted

   

   GradeGolouma Style Higher

   Reserve

   Tonnes

   

   

   

   AuGrade Deposits

   Class

   ('000s)

   (g/t)

   (g/t)

   Au (kg)

   (koz)Golouma W

   Probable

   2,656

   2.0

   3.61

   9,601

   309Golouma S

   Probable

   710

   2.0

   4.07

   2,892

   93Kerekounda

   Probable

   1,154

   2.0

   4.77

   5,500

   177Kourouloulou

   Probable

   110

   2.0

   8.01

   880

   28Subtotal Golouma Style

   Probable

   4,630

   2.0

   4.08

   18,873

   607
  Total Mineral Reserve EstimateCut-off

   Diluted

   Contained GoldDiluted

   

   GradeReserve

   Tonnes

   

   

   

   AuDeposit

   Class

   ('000s)

   (g/t)

   (g/t)

   Au (kg)

   (koz)Golouma Style Higher Grade DepositsGolouma W

   Probable

   4,388

   1.57

   3.58

   15,715

   505Golouma S

   Probable

   1,669

   1.36

   4.49

   7,491

   241Kerekounda

   Probable

   1,196

   1.95

   4.83

   5,778

   186Kourouloulou

   Probable

   110

   2.0

   8.01

   880

   28Subtotal Golouma Style

   Probable

   7,364

   1.59

   4.06

   29,864

   960Masato Style Bulk Tonnage DepositsMasato

   Probable

   10,154

   0.70

   1.41

   14,306

   460Subtotal Masato Style

   Probable

   10,154

   0.70

   1.41

   14,306

   460Total Mineral Reserve

   Probable

   17,517

   1.07

   2.52

   44,170

   1,420
  The mineral reserve estimate for the Sabodala open pits was constrained with estimates of gold price, mining dilution, process recovery, refining/transport costs and royalties. Mining, processing and general administration costs were also estimated based on expected mill throughputs and, along with geotechnical parameters, formed the basis for open pit optimization. A distinction between material types was made (soft/hard) for both ore and waste in order to capture the expected variation in mining and processing costs and rates. The mineral inventory block models for each of the deposits were then used with the Gemcom Whittle - Strategic Mine PlanningTM (“Whittle”) software to determine optimal mining shells. Only indicated mineral resources were included in the pit optimization process (no resource has been classified in the measured category). Economics Economic analyses were conducted to determine the economic viability and sensitivity of the project. The parameters used in analyses and the results are shown in the Table below. The $880/oz case (Case 1) is representative of the 3-year


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26 gold price average through the 1stQ of 2010. The three- year rolling average gold price to June 24, 2010 was $925/oz. The other two cases ($1,000/oz (Case 2) and $1,200/oz (Case 3)) represent more current gold price scenarios. Cash Flow Analysis ResultsCase 1

   Case 2

   Case 3Parameter

   Unit

   $880/oz Au

   $1000/oz

   $1200/ozAu

   AuOff site cost

   $/oz

   7.00

   7.00

   7.00Royalty @ 3% of NSR

   $/oz

   26.19

   29.79

   35.79Net gold price

   $/oz

   846.81

   963.21

   1157.21Ore mined

   Mt

   17.5

   17.5

   17.5Average grade

   g/t Au

   2.52

   2.52

   2.52Average process recovery

   %

   89.2

   89.2

   89.2Gold produced

   M. oz.

   1.267

   1.267

   1.267Unit operating cost per tonne milled

   $/t milled

   33.34

   33.34

   33.34Unit operating cost per oz

   $/oz Au

   461

   461

   461Pre-production capital cost

   $M

   292

   292

   292Total capital cost

   $M

   351

   351

   351Pre-tax NPV0%

   $M

   119

   252

   472Pre-tax NPV3%

   $M

   74

   182

   361Pre-tax IRR

   %

   11.2

   21.6

   36.3Pre-tax payback period

   Years

   4

   3

   2
  The results of the economic analysis indicate that the project is economic for all three cases. The project break-even gold price is $796/oz using a 3% discount rate. Sensitivity analyses were done by individually modifying the capital cost, operating cost, metal price and grade up and down by 20% to show the sensitivity of the pre-tax net present value using a 3% discount rate (‘NPV3%”). The results of the sensitivity analyses show that the project is most sensitive to gold price and mill feed grade. 2010 FS Conclusions SRK used industry standard mineral resource estimation, mining, process design, construction methods and economic evaluation practices to assess the OJVG Gold Project. As at the date of the Technical Report, five of the nine OJVG Gold Project deposits, encompassing Golouma South, Golouma West, Masato, Kerekounda, and Kourouloulou, represent a significant ore reserve. According to the assumptions of the 2010 FS, the five deposits are estimated to be economic to exploit via a combination of open pit and underground methods. SRK noted that it considers the exploration potential at the OJVG Gold Project to be very good with the potential to increase resources through expanding current deposits at depth, better defining known exploration targets and drilling new anomalies. As at the effective date of the 2010 FS (June 30, 2010), SRK was not aware of any fatal flaws for the OJVG Gold Project. Ausenco Optimization Studies In October of 2010, Oromin announced the outcome of two separate plant optimization studies completed by Ausenco Solutions Canada Inc. (“Ausenco”) based on their recommendations in the 2010 Feasibility Study. These include evaluating the costs and benefits of installing a primary crush stockpile and reclaim system and increasing the leach tank size. 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 USD $23M to USD $37.2M, as detailed below.


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27 Stockpile and Reclaim System The 2010 Feasibility Study was based on a plant design in which mill feed would be provided by direct truck dumping into the primary crusher which, in turn, would feed directly to the comminution circuit. During periods when the mining fleet was not operating, a front-end-loader would feed the crusher from an adjacent run-of-mine ore stockpile. This system has a low capital cost but has certain operational disadvantages. Ausenco examined the installation of a larger, 10,000 tonne stockpile with an automated apron feeder reclaim. This enables the plant to continue to operate during mine outages and provides a steady feed rate to the mill. These enhancements would improve the expected mill utilization from 88.0% to 91.3% at a capital cost estimated to be approximately USD $ 5.5 million. Ausenco estimates that the annual increase in gold production resulting from greater mill utilization would average around 6,000 ounces per year. At a gold price of USD $S 880/oz, this would equate to a revenue increase of about USD $ 5.3M per year. At a gold price of USD $ 1000 / oz, the annual revenue increase would be about USD $ 6.0M while at a gold price of USD $ 1200/oz, the annual revenue increase would be about USD $ 7.2M per year. The payback period for the addition of this system is approximately 1.9 years at a gold price of USD $ 880/oz and over 8 years of operation the increased gold production would generate an incremental increase in NPV (at 3% discount rate) of about USD $ 15M. At a gold price of USD $ 1000/oz the incremental NPV (at 3% discount rate) would be about USD $ 20M while at a gold price of USD $ 1200/oz the incremental NPV (at 3% discount rate) would be approximately USD $ 27.7M. As a result, OJVG have decided that this stockpile system will be incorporated into the plant design detailed engineering. Leach Tank Size Increase The 2010 Feasibility Study estimated that the plant throughput rate will range from 215 tonnes per hour to 350 tonnes per hour, depending on the percentage of soft ore contained in the mill feed. At higher throughput rates, ore residence time in the leach tanks drops by approximately 40% resulting in less than optimal leaching conditions during these high throughput periods. Increasing the leach tank size can lengthen the residence time thereby improving gold recovery when milling at high rates. Ausenco is recommending an increase in the combined leach tank size, to improve residence time in the leach tanks during periods of higher mill throughput rate. The proposed change in configuration and size of the leach tanks would result in an expected recovery increase of about 1.5%. This would provide an annual increase in gold production in the range of 1,200 to 2,100 ounces per year. At a gold price of USD $ 880/oz, this would generate an annual revenue increase of USD $ 1.0M to USD $ 1.8M. At a gold price of USD $ 1000/oz, the annual revenue increase would range from USD $ 1.2M to USD $ 2.1M. At a gold price of USD $ 1200/oz, the annual revenue increase would range from USD $ 1.4M to USD $ 2.5M. The estimated additional capital cost to expand the leach tank size is USD $ 700,000 with a negligible increase in operating cost. A discounted cash flow model was used to assess the longer term cost/benefit of increasing the size of the leach tanks. The payback period for the additional tank volume is approximately 1.2 years at a gold price of USD $ 880/oz, and over 8 years of operation the increased gold production would generate an incremental increase in NPV (at 3% discount rate) of about USD $ 8M. At a gold price of USD $1000/oz the incremental NPV (at 3% discount rate) would be about to USD $ 10M and at a gold price of USD $1200/oz the incremental NPV (at 3% discount rate) would be closer to USD $ 12M. As a result, OJVG have decided to incorporate the larger leach tanks into the plant design detailed engineering. Heap Leach Desktop Study In the fall of 2010 Ausenco was engaged to examine the potential and viability of incorporating heap leach processing in parallel with the CIL plant proposed in the 2010 FS. The outcome of this of that initial desk-top heap leach trade-off study would confirm if there is sufficient heap leach material available on the OJVG Gold Project, then this development option will be viable. An extraction rate of 82.7 % was established by column leach test work on oxide mineralization from the Masato deposit in the 2010 FS. As part of Ausenco’s examination and recommendations, additional column leach and bottle roll metallurgical test work was carried out late in 2010 on the Kobokoto, Niakafiri Southeast and Niakafiri Southwest gold deposits. The results of Ausenco’s review indicate that the heap leach operation would pay back capital and generate a positive NPV if the leachable tonnage exceeds 8 million tonnes at an average head grade of approximately 0.5 g/t gold. Four of


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28 the Masato-style bulk tonnage deposits Kobokoto, Maki Medina, Niakafiri Southeast and Niakafiri Southwest would be examined as potential sources of heap leach ore as well as lower grade oxide and fresh resources at the Masato Deposit that was classified as waste material within the 2010 FS design pit but below the optimal cut off grade of 0.7 g/t Au used for material being processed at the proposed CIL plant. Based on the criteria identified in the Ausenco trade-off study, Oromin re-modelled the Kobokoto, Niakafiri Southeast and Niakafiri Southwest gold deposits at a 0.20 g/t Au cut-off grade in order to determine what portion of these resources could be economically recovered by heap leaching. The new resource models were submitted to DRA to update their resource estimates so that they could be included in a Preliminary Economic Assessment (“PEA”) of the heap leach potential at the OJVG Gold Project. 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, less strong legislature, 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 current President Abdoulaye Wade. The president is elected by universal adult suffrage to a 5-year term. The unicameral National Assembly has 120 members, who are elected separately from the president. The Socialist Party dominated the National Assembly until April 2001, when current President Wade’s coalition won a majority which it has subsequently retained. 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. President Wade has advanced a liberal agenda for Sénégal, including privatisations and other market-opening measures. He has a strong interest in raising Sénégal’s regional and international profile. The country, nevertheless, has limited means with which to implement ambitious ideas. The liberalisation of the economy is proceeding, although at a modest pace. Sénégal continues to play a significant role in regional and international organisations. President Wade has made excellent relations with western democracies a high priority. There are presently 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$3.9 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 2010. Sénégal continues to lead the West African Economic and Monetary Union (“WAEMU”) countries in macroeconomic performance. For 2010, inflation was at 1.2%, and in most indicators, Sénégal surpassed the WAEMU monetary convergence criteria with a tax revenue to gross domestic product ratio of 22.1%, public investment to GDP ratio of 25.3%, and a current account deficit at 5.2%. 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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29 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 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 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 an accrual basis the Company expended $20,653,446 as its share of costs of the OJVG project. 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. During the fiscal year ended February 28, 2010, the Company’s principal activities consisted of a) continuing the exploration of its OJVG mineral property in Sénégal (formerly referred to as the Sabodala property), and b) carrying out direct and indirect exploration costs on its Santa Rosa oil and gas property in Argentina including the drilling of an initial test well in July 2009. As set out in Note 5 to the accompanying financial statements, on an accrual basis the Company expended $16,150,912 as its share of costs of the OJVG project and $480,862 on the Santa Rosa project. The amount reported in respect of the Santa Rosa project is net of funds expended by or on behalf of Otto Energy Ltd. which was a joint venture participant between May and December 2009. Levels of expenditure at the OJVG project reflected a continuation of a robust pace of exploration as that project reached the preliminary feasibility study stage in August 2009 and continued towards the finalization of a full feasibility study scheduled for completion in July 2010. At the Santa Rosa project, Otto Energy Ltd. participated in drilling an initial test well in July 2009 on terms set out in Note 5(b) to the accompanying financial statements. As also set out there, this initial well was a dry hole. During the fiscal year ended February 28, 2009, the Company’s principal activities consisted of a) continuing the exploration of its OJVG mineral property in Sénégal, and b) carrying out direct and indirect exploration costs on its Santa Rosa oil and gas property in Argentina preparatory to drilling a test well subsequent to that fiscal year end. As set out in Note 5 to the accompanying financial statements, on an accrual basis the Company expended $16,835,443 as its share of costs of the OJVG project and $2,210,315 on the Santa Rosa project. Each of these amounts was materially greater than in the previous fiscal year, or any other recent fiscal year. These levels of expenditure reflected an accelerating level at OJVG as that project proceeded towards a preliminary feasibility study scheduled for completion in August 2009, and an accelerating level at Santa Rosa as that project proceeded towards the drilling of a test well, which became a prime objective upon the granting of a governmental decree by the Province of Mendoza April 30, 2008. As at February 28, 2011, the Company had incurred net acquisition and exploration costs of $73,563,978 with respect to its OJVG Property in Sénégal, an increase of $20,653,446 from the prior year’s net investment. The major components of fiscal 2010 expenditures are set out in Note 5 to the accompanying financial statements and are as follows: drilling costs of $8,618,487 or 42% of the total; a corporate advisory fee of $2,807,405 or14% of the total;


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30 engineering costs, associated with the final feasibility study and follow-on work, of $2,801,496 or 14% of the total; sample analysis costs of $1,650,347 or 8% of the total; camp operation costs of $1,426,360 or7% of the total; and contractor and geological staff costs of $1,136,691 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. As at February 28, 2010, the Company had incurred net acquisition and exploration costs of $52,910,532 with respect to its OJVG Property in Sénégal, an increase of $16,150,912 from the prior year’s net investment. The major components of fiscal 2010 expenditures are set out in Note 5 to the accompanying financial statements and are as follows: drilling costs of $5,505,783 or 34% of the total; engineering costs, associated with the preliminary and final feasibility studies, of $3,356,423 or 21% of the total; a corporate advisory fee of $1,471,098 or 9% of the total; contractor and geological staff costs of $1,359,980 or 8% of the total; camp operation costs of $1,259,293 or 8% of the total; and sample analysis costs of $1,199,422 or 7% of the total. The exploration activities for 2009 (fiscal year ended February 28, 2010) were focused principally on drilling and related sample analysis/assaying, and on engineering costs of the pre-feasibility study completed in August 2009 and of commencing the full feasibility study scheduled for completion in July 2010. As at February 28, 2009, the Company had incurred net acquisition and exploration costs of $36,759,620 with respect to its OJVG Property in Sénégal, an increase of $16,835,443 from the prior year’s net investment. The major components of fiscal 2009 expenditures are set out in Note 5 to the accompanying financial statements and are as follows: drilling costs of $7,189,120 or 43% of the total; sample analysis costs of $2,111,989 or 13% of the total; camp operation costs of $1,692,971 or 10% of the total; a corporate advisory fee of $1,656,035 or 10% of the total; contractor and geological staff costs of $1,375,398 or 8% of the total; and engineering costs, associated with the preliminary feasibility study, of $1,038,643 or 6% of the total. The proportions and allocations of these costs are broadly similar to the prior fiscal year. During the fiscal year ended February 28, 2009, the Company’s exploration program on the OJVG concession included soil sampling, excavator trenching and extensive RC and diamond drilling for exploration and resource estimation purposes. The focus of the drilling continued to be at the Golouma West, Golouma South and Masato deposits, and in addition at the Kerekounda deposit, in preparation for the initial resource calculation which was published on July 24, 2008 and for the first update to the resource calculation which was published February 27, 2009. In addition, initial drilling began at several new targets. The pace of exploration once again increased significantly in fiscal 2009. Significant Accounting Policies The Company’s significant accounting policies are summarized in Note 2 to the accompanying financial statements. The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in Canada requires management to make judgements with respect to certain estimates and assumptions. These estimates and assumptions, based on management’s best judgement, affect the reported amounts of certain assets and liabilities, including disclosure of contingent liabilities. On an ongoing basis, management re-evaluates its estimates and assumptions. Actual amounts, however, may differ significantly from those based on such estimates and assumptions. Significant areas critical in understanding the judgements that are involved in the preparation of the Company’s consolidated financial statements and the uncertainties inherent within them include the treatment of resource property expenditures and of stock-based compensation. Resource properties All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. A mineral property is


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31 reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and future profitable production or proceeds from the disposition thereof. Stock-based compensation The Company uses the fair value method whereby the Company recognizes compensation costs for the granting of all stock options and direct awards of stock. Fair value is determined using the Black-Scholes option pricing model. Any consideration paid by the option holder to purchase shares is credited to capital stock. Fiscal Year Ended February 28, 2011 Compared to Fiscal Year Ended February 28, 2010 During the fiscal year ended February 28, 2011 the Company recorded interest income of $105,234, a foreign exchange gain of $12,112, project administration fees of $495,647 and a write-down of its oil and gas project of $(1,443,355). During the fiscal year ended February 28, 2010 the Company recorded interest income of $6,654, a foreign exchange loss of $(914,201), project administration fees of $344,848 and a write-down of its oil and gas project of $(2,910,473). The exchange rate of the US dollar against the Canadian dollar during fiscal 2011 was significantly less volatile than in fiscal 2010 when the large foreign exchange loss arose on holdings of net assets in United States dollars during a period of continuing very high volatility in the exchange rate of that currency and an overall significant downtrend of the U.S. dollar. Interest rates , although very low, generated higher income in fiscal 2011 due to significantly greater balances on hand, being the residual proceeds from fiscal 2010 financings combined with proceeds fo fiscal 2011’s financings. 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 28, 2011 were $6,135,190, up significantly from $4,387,147 for the fiscal year ended February 28, 2010. By far the most significant increase 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 and for office and rent. Professional and consulting fees increased reflecting extensive financing and corporate planning activities. Office and rent increases were commensurate with the increased scope and scale of the Company’s exploration activities. The principal decrease in other cost centres was in travel and public relations costs, and inherently variable category. Net loss for the fiscal year ended February 28, 2011 was $6,965,552 or $0.06 per share compared with a net loss for the fiscal year ended February 28, 2010 of $7,860,319 or $0.09 per share. The decrease in net loss is attributable principally to the reduction in write-down amount of the oil and gas project recognized from the impairment review, as set out in Note 5 to the accompanying financial statements, to the dramatic reversal of foreign exchange effects from a large loss in fiscal 2010 to a minor gain in fiscal 2010, offset in part by the increase in stock-based compensation expense described in the preceding paragraph. The Company expects to continue to incur substantial net operating losses for the fiscal year ending February 28, 2012. Fiscal Year Ended February 28, 2010 Compared to Fiscal Year Ended February 28, 2009 During the fiscal year ended February 28, 2010 the Company recorded interest income of $6,654, a foreign exchange loss of $(914,201), project administration fees of $344,848 and a write-down of its oil and gas project of $(2,910,473). During the fiscal year ended February 28, 2009 the Company recorded interest income of $379,733, a foreign exchange gain of $923,267, project administration fees of $667,112, no write-down of its oil and gas project, and a loss on sale of investments of $(440,973). The foreign exchange loss arose on holdings of net assets in United States dollars during a period of continuing very high volatility in the exchange rate of that currency and an overall


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32 downtrend of the U.S. dollar, compared to a strong uptrend in the prior fiscal year. High volatility in the exchange rate is expected throughout fiscal 2011 and has been experienced to the date of this report. Interest rates reduced to immaterial levels due to extremely low yields available during the fiscal year associated with uncertain financial markets. Project administration fees diminished due to the timing of recognition of these fees. Write-downs of project costs and of investments are highly variable depending on the results of impairment reviews and of market valuations of investments held for trading and dispositions, if any, from the holdings. Expenses for the fiscal year ended February 28, 2010 were $4,387,147, down significantly from $6,103,324 for the fiscal year ended February 28, 2009. By far the most significant decrease was in stock-based compensation costs. This cost, during fiscal years when it occurs at all, 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 salary and benefit costs and for office and rent. Salary and benefit costs increased principally due to the increased scope and scale of the Company’s exploration activities both in Sénégal and in Argentina, and to the grant of a significant bonus to the President awarded in recognition of carrying out the June 2009 financing on favourable terms in uncertain markets. Office and rent increases were commensurate with the increased scope and scale of the Company’s exploration activities. The principal decreases in other cost centres were in professional and consulting fees and in filing and transfer agent fees. Those items decreased principally because the substantial costs of listing the Company’s shares to trade on the Toronto Stock Exchange in December 2008 did not recur in the most recently completed fiscal year. Net loss for the fiscal year ended February 28, 2010 was $7,860,319 or $0.09 per share compared with a net loss for the fiscal year ended February 28, 2009 of $4,574,185 or $0.07 per share. The increase in net loss is attributable principally to the write-down of the oil and gas project recognized from the impairment review following the drilling of a dry hole in the initial test well, as set out in Note 5 to the financial statements, to the dramatic reversal of foreign exchange effects from a large gain in fiscal 2009 to a large loss in fiscal 2010, offset in part by the decrease in stock-based compensation expense described in the preceding paragraph. The Company expects to continue to incur substantial net operating losses for the fiscal year ending February 28, 2011. Fiscal Year Ended February 28, 2009 Compared to Fiscal Year Ended February 29, 2008 During the fiscal year ended February 28, 2009 the Company recorded interest income of $379,733, a foreign exchange gain of $923,267, project administration fees of $667,112 and a loss on sale of investments of $(440,973). During the fiscal year ended February 29, 2008 the Company recorded interest income of $735,172, a foreign exchange loss of $(204,934), and a loss on sale of investments of $(12,679). These items are highly variable depending on market valuations of investments held for trading and dispositions, if any, from the holdings. The decrease in interest reflects significantly lower treasury balances held since no financings occurred, together with diminishing interest rates associated with deteriorating financial markets. The foreign exchange gain arose on holdings of net assets in United States dollars during a period of continuing very high volatility in the exchange rate of that currency and an overall uptrend of the U.S. dollar. High volatility in the exchange rate continued throughout fiscal 2010. Expenses for the fiscal year ended February 28, 2009 were $6,103,324, up significantly from $1,895,207 for the fiscal year ended February 29, 2008. By far the most significant increase was in stock-based compensation costs recognized upon a widespread grant of incentive stock options during the fiscal year. The principal increases in other cost centres were in professional and consulting fees, in office and rent costs, and in filing and transfer agent fees. These increases are commensurate with the increased scope and scale of the Company’s exploration activities both in Sénégal and in Argentina, and with the costs of listing the Company’s shares to trade on the Toronto Stock Exchange in December 2008. These levels continued during fiscal 2010. A significant reduction occurred in travel and public relations costs, as the Company’s exploration results in Sénégal helped speak for themselves. Net loss for the fiscal year ended February 29, 2009 was $4,574,185 or $0.07 per share as compared with a net loss for the fiscal year ended February 29, 2008 of $1,377,648 or $0.02 per share. The increase in net loss is attributable principally to the increase in stock-based compensation expense and to the other increased cost centres described in the preceding paragraph. The Company continued to incur substantial net operating losses for the fiscal year ending February 28, 2010.


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33 B.

   Liquidity and Capital Resources
  As set out in Note 7 to the consolidated financial statements, during the most recently completed 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 four 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 and $30.3 million in fiscal 2011. These financings total $82.5 million raised in the past four 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. Based on its existing working capital, the Company does not expect to require additional financing for its project during the fiscal year currently under way. The Company has not made use of any financial instruments for hedging purposes in the fiscal year ended February 28, 2011 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 incur significant additional exploration expenditures on its OJVG Property during the fiscal year ending February 28, 2012. Management reviews at each financial statement date the carrying value of the Company’s interest in each resource property and, where necessary, properties are written down to the estimated recoverable amount determined on a non-discounted basis after giving effect to any property option agreements and cost recovery agreements. Costs relating to properties abandoned are written off when the decision to abandon is made. Pursuant to these periodic impairment reviews, management concluded there had been an impairment of the carrying value of the Santa Rosa oil and gas project during each of the 2010 and 2011 fiscal years, principally attributable to the drilling of an unsuccessful initial test well in July 2009, and accordingly recognized an impairment write-down of $2.9 million in fiscal 2010 and of $1.4 million in fiscal 2011 as set out in Note 5 to the consolidated financial statements. 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.


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34 February 28, 2011 Compared to February 28, 2010 At February 28, 2011, the Company’s current assets totalled $19,185,613 compared to $13,481,481 at February 28, 2010. The increase is virtually entirely 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 principally by two financings; net cash outflows for property expenditures and joint venture advances, totalling $21.5 million; and net cash consumed by operating activities of $1.7 million. Over the same periods, current liabilities reduced from $1,700,992 to $1,435,004, largely because of similarly reduced payables from levels of exploration activities at the Company’s OJVG Property. Included in the Company’s current liabilities were payables or accrued liabilities of $59,087 due to related parties as set out in Note 10 to the accompanying financial statements. The Company had working capital of at February 28, 2010 of $17,750,609 compared to $11,780,489 at February 28, 2010. At both February 28, 2011 and February 28, 2010, the Company had no long-term debt. At February 28, 2011, the Company had total assets of $93,668,189 compared to $68,012,423 at February 28, 2010. The increase 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 February 28, 2010, attributable to the financings completed during the period, as set out in Note 7. The Company's largest cash outflows in the fiscal year ended February 28, 2011 resulted, as is the case every year, from net resource property expenditures; for the year ended February 28, 2011 these were $20,790,259, a significant increase of 38% from the prior year. This increase is entirely attributable to the increased expenditure on the OJVG gold project as set out in Note 5 to the accompanying financial statements. The cash inflows for the year ended February 28, 2011 were characterized by the two large financings set out in Note 7 to the consolidated financial statements that generated net cash proceeds of $28.6 million. During the preceding financial year ended February 28, 2010 comparable financings generated $24.7 million. February 28, 2010 Compared to February 28, 2009 At February 28, 2010, the Company’s current assets totalled $13,481,481 compared to $6,828,825 at February 28, 2009. The increase is virtually entirely 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 $24.7 million raised by two financings; net cash outflows for property expenditures net of joint venture advances, totalling $14.0 million; and net cash consumed by operating activities of $4.1 million. Over the same periods, current liabilities reduced from $2,332,359 to $1,700,992, largely because of similarly reduced payables from levels of exploration activities at the Company’s OJVG Property. Included in the Company’s current liabilities were payables or accrued liabilities of $307,434 due to related parties as set out in Note 10 to the consolidated financial statements. The Company had working capital of at February 28, 2010 of $11,780,489 compared to $4,496,466 at February 28, 2009. At both February 28, 2010 and February 28, 2009, the Company had no long-term debt. At February 28, 2010, the Company had total assets of $68,012,423 compared to $49,368,607 at February 28, 2009. The increase arises essentially from the 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, 2010 was $82,876,200, up from $$58,528,199 as at February 28, 2009, attributable to the financings completed during the period, as set out in Note 7. The Company's largest cash outflows in the fiscal year ended February 28, 2010 resulted, as is the case every year, from resource property expenditures; for the year ended February 28, 2010 these were $15,049,075, a decrease of 26% from the prior year. This decrease is principally attributable to the reduced expenditure on the Santa Rosa oil and gas project due to the joint venture participation of Otto Energy Ltd. described in Note 5(b) to the consolidated financial statements. The cash inflows for the year ended February 28, 2010 were characterized by the two large financings set out in Note 7 to the consolidated financial statements that generated net cash proceeds of $24.7 million. During the preceding financial year ended February 28, 2009 no comparable financings were required, as the Company was able to


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35 benefit from the proceeds of the preceding fiscal year’s financing activities while still maintaining a robust level of resource property expenditures. February 28, 2009 Compared to February 29, 2008 At February 28, 2009, the Company’s current assets totalled $6,828,825 compared to $26,683,481 at February 29, 2008. The decrease is attributable to the Company’s expenditures on resource projects financed from cash resources in existence at the prior year end which had arisen from financings carried out in fiscal 2008, and the fact that no major financings were carried out in fiscal 2009. During the same period, current liabilities remained essentially unchanged at $2,332,359 compared to $2,175,285, largely because payables from levels of exploration activities at the Company’s OJVG Property were at similar levels at both year end dates. Included in the Company’s current liabilities were payables or accrued liabilities of $114,938 due to related parties arising from general and administrative expenses incurred with companies related by way of directors in common or from professional services rendered by directors of the Company. The Company had working capital of at February 28, 2009 of $4,496,466 compared to $24,508,196 at February 29, 2008. At both February 28, 2009 and February 29, 2008, the Company had no long-term debt. At February 28, 2009, the Company had total assets of $49,368,607 compared to $48,205,346 at February 29, 2008. The modest increase arises essentially from the modest increase in share capital during the period, details of which are set out in Note 7 to the financial statements. Share capital as at February 28, 2009 was $58,528,199, up from $57,509,011as at February 29, 2008, again essentially due to the modest increase in share capital during the period, as set out in Note 7. The Company's largest cash outflows in the fiscal year ended February 28, 2009 resulted, as is the case every year, from resource property expenditures; for the year ended February 28, 2009 these were $20,226,527, an increase of 82% from the prior year. The most significant cash inflows in the year ended February 28, 2009 were provided by the exercise of options and warrants that generated cash proceeds of $693,098. The most significant contribution to cash resources in the year ended February 29, 2008 was provided by a large private placement of share capital, and the largest cash outflow in that year was, as usual, resource property expenditures, in lesser amounts than the 2009 fiscal year. Material Differences between Canadian and U.S. Generally Accepted Accounting Principles The Company prepares its financial statements in accordance with Canadian GAAP which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in conformity with US GAAP. A reconciliation of several accounting measures from the Canadian GAAP basis to that of US GAAP together with a detailed narrative description is provided in Note 17 to the financial statements. The principal significant measurement difference between Canadian GAAP and US GAAP which affects the Company’s financial statements is that under US GAAP, deferred mineral exploration costs on properties at the stage of development as those held by the Company are charged to the statement of operations as incurred, while under Canadian GAAP such costs may be deferred and carried on the balance sheet. Had the Company presented its financial statements in accordance with US GAAP, its loss for the fiscal year ended February 28, 2011 would have increased by $20,653,446 and its loss for the fiscal year ended February 28, 2010 would have increased by $16,150,912, as set out in the “Loss for the year” table in Note 17. 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. Based on its existing working capital as of the date of this report, and on no production decision being taken this year, the Company will not 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 intends to incur significant additional exploration expenditures on its OJVG gold property during the fiscal year ending February 28, 2012. The Company’s resource property is not in production and, therefore, does not produce any income.


---

36 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. 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


---

37 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 a 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 50 years old. Ian Brown Mr. Brown is the Chief Financial Officer of the Company, appointed April 15, 2007. He holds the degree Bachelor of Commerce 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 63 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 61 years old. Chet Idziszek Mr. Idziszek is a director and the President and Chief Executive Officer of the Company and is married to Ms. Dragovan. He has worked as a manager and senior geologist for a number of international mining companies since 1971. In 1990, he received the “Mining Man of the Year”award in recognition of his vital role in the discovery and development of the Eskay Creek Deposits in Northwestern British Columbia. He also received the “Prospector of the Year Award"in 1994, again in recognition of the major role he played in the discovery and development of the Eskay Creek Deposits, as well as for his leadership of the Company during its exploration and development of the Petaquilla copper-gold deposits in Panama. Mr. Idziszek is a senior officer and director of Madison Minerals Inc. and Lund Gold Ltd., and a director of Roxgold Inc. Mr. Idziszek is 64 years old. 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 53 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 52 years old. Robert Sibthorpe Mr. Sibthorpe is a director of the Company. 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. in Vancouver from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as


---

38 a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant. Mr. Sibthorpe is currently a director of Madison Minerals Inc, Midnight Sun Mining Corp. and TTM Resources Inc, and is currently a director and CEO of Roxgold Inc . Mr. Sibthorpe is 62 years old. James G. Stewart Mr. Stewart is a director and the Secretary of the Company. He is a lawyer who has practised law in both private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law. Mr. Stewart is 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 53 years old. Aziz Sy Mr. Sy is the Vice President – Sénégal Operations of the Company. He is a geologist engineer who also holds both an M.Sc and an MBA from the Université du Quebec. 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. and Grizzly Discoveries Inc. He has been the President of Lakehead since 1992 and is 48 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. Name
        Position
        Salary ordirector’s fee$
        Professional andconsulting fees$
        Bonus$Derek Bartlett
        Lead director
        24,000
        nil
        nilRobert Brennan
        Director
        12,000
        nil
        nilIan Brown
        Chief financial officer
        126,813
        nil
        35,000Nell Dragovan
        Director
        112,846
        nil
        10,000Chet Idziszek
        President, CEO and Chairman of the Board
        191,885
        nil
        232,025Ken Kuchling(1)
        Vice President of Engineering
        nil
        62,255
        nilDavid Mallo
        Vice President, Exploration
        nil
        201,760
        20,000Robert Sibthorpe
        Director
        12,000
        nil
        nilJames Stewart
        Director and Corporate Secretary
        nil
        317,700
        10,000Abdoul Aziz Sy
        Vice President of Sénégal Operations
        
        167,400
        10,000


---

39 Name

   Position

   Salary ordirector’s fee$

   Professional andconsulting fees$

   Bonus$Douglas Turnbull

   Director

   nil

   132,080

   10,000
 Professional 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 28, 2011 in the case of Messrs. Idziszek, Mallo 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. Mallo’s and Mr. Brown’s bonuses were set at a larger amount by the Board of Directors. Mr. Idziszek’s bonus for the financial year ended February 28, 2011 includes a) a year-end amount of $10,000, and b) the amount of $222,025 awarded by the Board on the recommendation of the Corporate Governance and Compensation Committee in recognition of the CEO’s exemplary performance in closing a financing with gross proceeds of $17,250,000 in August 2010. The following sets out compensation effected by the grant of stock options for the last full financial year. Name
        Position
        Date of option grant
        Number of common share options granted
        Exercise price
          $
        Expiration date of optionDerek Bartlett
        Lead director
        March 31, 2010
          August 24, 2010
        40,000*
          325,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Robert Brennan
        Director
        March 31, 2010
          August 24, 2010
        40,000
          500,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Ian Brown
        Chief financial officer
        March 31, 2010
          August 24, 2010
        40,000
          450,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Nell Dragovan
        Director
        March 31, 2010
          August 24, 2010
        25,000
          350,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Chet Idziszek
        President, CEO and Chairman of the Board
        March 31, 2010
          August 24, 2010
        75,000
          1,250,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Ken Kuchling
        Vice President of Engineering
        N/A
        N/A
        N/A
        N/ADavid Mallo
        Vice President, Exploration
        March 31, 2010
          August 24, 2010
        40,000
          575,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015Robert Sibthorpe
        Director
        March 31, 2010
          August 24, 2010
        40,000*
          325,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015James Stewart
        Director and Corporate Secretary
        March 31, 2010
          August 24, 2010
        50,000
          375,000**
        0.65
          0.92
        March 31, 2015
          August 24, 2015Abdoul Aziz Sy
        Vice President of Sénégal Operations
        March 31, 2010
        100,000
        0.65
        March 31, 2015Douglas Turnbull
        Director
        March 31, 2010
          August 24, 2010
        40,000
          350,000
        0.65
          0.92
        March 31, 2015
          August 24, 2015
  * - During the last financial year, Derek Bartlett exercised these stock options on September 2, 2010 and Robert Sibthorpe exercised these stock options on August 30, 2010. The exercise price was $0.65 per share and the market price at the date of exercise was $1.25 in the case of Mr. Bartlett resulting in a gain at date of exercise of $0.60 per share or $24,000 in the aggregate, and $1.16 in the case of Mr. Sibthorpe resulting in a gain at date of exercise of $0.51 per share or $20,400 in the aggregate.** - These options were granted in the name of J. G. Stewart Law Corporation Ltd.
 The company has no arrangements in place providing for pension, retirement or similar benefits.


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40 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. Neither the Company nor any of its subsidiaries have any arrangement to provide benefits to directors upon termination of employment. The Company’s Audit Committee is comprised of Derek Bartlett, 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 28, 2011 and February 28, 2010, the Company had an average of approximately 250 employees of whom ten worked out of the Company’s head office, ten worked out of the Company’s Dakar office and approximately 230 worked based at the Company’s OJVG exploration camp. Of the average of 250 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 208 others were skilled, semi-skilled or unskilled labourers. 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
   

   September 6, 2011

   

   September 6, 2011

   

   Ownership1Derek Bartlett
   

   nil

   

   325,000

   

   0.35%

   

   $0.92

   

   August 24, 2015150,000

   

   

   

   $1.30

   

   March 3, 2016Robert Brennan
   

   1,209,523

   

   40,000

   

   1.47%

   

   $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
   

   2,156,904

   

   25,000

   

   2.02%

   

   $0.65

   

   March 31, 2015350,000

   

   

   

   $0.92

   

   August 24, 2015225,000

   

   

   

   $1.30

   

   March 3, 2016Chet Idziszek
   

   6,791,137

   

   75,000

   

   6.41%

   

   $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, 2014


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41 Number of Common

   

   Number of Options

   

   Beneficial

   

   Exercise

   

   Expiry DateShares Held at

   

   Outstanding at

   

   Percentage

   

   PriceName
   

   September 6, 2011

   

   September 6, 2011

   

   Ownership1115,000

   

   

   

   $1.30

   

   March 3, 2016David Mallo
   

   81,500

   

   40,000

   

   0.76%

   

   $0.65

   

   March 31, 2015575,000

   

   

   

   $0.92

   

   August 24, 2015335,000

   

   

   

   $1.30

   

   March 3, 2016Robert Sibthorpe
   

   nil

   

   325,000

   

   0.38%

   

   $0.92

   

   August 24, 2015150,000

   

   

   

   $1.30

   

   March 3, 2016J.G. Stewart
   

   746,377

   

   50,000

   

   1.07%

   

   $0.65

   

   March 31, 2015375,000

   

   

   

   $0.92

   

   August 24, 2015275,000

   

   

   

   $1.30

   

   March 3, 2016Abdoul Aziz Sy
   

   nil

   

   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:
   

   11,037,441

   

   7,855,000

   

   13.85%
 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 September 6, 2011 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 135,586,829 Common Shares outstanding as of September 6, 2011. 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

   September 6, 2011

   Outstanding at September 6, 2011Chet Idziszek

   6,791,137

   5.01%IAMGOLD Corporation

   16,088,636

   11.87%Teranga Gold Corporation

   18,699,500

   13.79%
 Mr. Idziszek's holdings reported on Form 20-F have diminished from 25.2% in 2004 to 15.2% in 2007 and to 6.72% in 2010 as a function of (1) the increase in issued share capital from 25,695,308 in 2004 to 102,948,885 shares as reported in this Item 7.A, and (2) the net effect of acquisitions and dispositions made by Mr. Idziszek over the periods. 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 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.


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42 Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc., of 510 Burrard Street, Vancouver, British Columbia, Canada, as at June 6, 2011 there were 135,572,829 common shares of the Company issued and outstanding. At such date there were 161 registered holders of the Company's common shares resident in the United States, holding an aggregate 28,014,576 common shares, including 12,290,827 shares held by Cede & Co. This number represents approximately 20.66% of the total issued and outstanding common shares of the Company as at June 6, 2011. 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 6, 2011 there were 1,630 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 25,026,014 common shares. This number represents approximately 18.46% of the total issued and outstanding common shares of the Company as at June 6, 2011, also including the 12,209,827 shares held by Cede & Co. the total number of registered and beneficial holders of the Company's common shares resident in the United States, therefore, is 1,790 holders holding an aggregate 53,040,590 common shares. This number represents approximately 39.12% of the total issued and outstanding common shares of the Company as at June 6, 2011. B.

   Related Party Transactions
 There were no material transactions in the fiscal year ended February 28, 2011 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. ITEM 8.

   FINANCIAL INFORMATION
  A.

   Consolidated Statements and Other Financial Information
 This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended February 28, 2011 that contain an Independent Auditor’s Report dated September 6, 2011, Consolidated Balance Sheets as at February 28, 2011 and February 28, 2010, Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2011, February 28, 2010, and February 28, 2009, Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2011, February 28, 2010 and February 28, 2009, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2011, February 28, 2010, and February 28, 2009, and Notes to the Consolidated Financial Statements.


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43 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 other than the matters set out in Note 18, “Subsequent events”, to the accompanying financial statements. 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 2011-2012August 2011

   $1.04

   $0.81July 2011

   $1.19

   $0.86June 2011

   $1.07

   $0.80May 2011

   $1.25

   $0.95April 2011

   $1.30

   $1.13March 2011

   $1.36

   $1.05First 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

   $0.385Fourth Quarter

   $0.90

   $0.385Third Quarter

   $1.55

   $0.55Second Quarter

   $2.70

   $1.46First Quarter

   $3.42

   $2.102008

   $4.15

   $2.072007

   $4.18

   $1.302006

   $2.00

   $0.31
 The closing price of the Company's common shares on the TSX Exchange on September 6, 2011 was $1.02. 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

   LowFiscal year 2011-2012August 2011

   US$1.09

   US$0.84July 2011

   US$1.21

   US$0.8982June 2011

   US$1.08

   US$0.826May 2011

   US$1.3005

   US$0.99April 2011

   US$1.35

   US$1.189March 2011

   US$1.40

   US$1.06First Quarter

   US$1.40

   US$0.992010

   US$1.30

   US$0.47


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44 High

   LowFourth Quarter

   US$0.89

   US$0.607Third Quarter

   US$0.97

   US$0.7448Second Quarter

   US$1.30

   US$0.60First Quarter

   US$0.749

   US$0.472009

   US$3.48

   US$0.31Fourth Quarter

   US$0.709

   US$0.31Third Quarter

   US$1.50

   US$0.40Second Quarter

   US$2.70

   US$1.39First Quarter

   US$3.48

   US$2.1112008

   US$4.10

   US$1.98Fourth Quarter 2007

   US$3.69

   US$1.52
 The closing price of the Company’s common shares on the Over–the-Counter Bulletin Board on September 6, 2011 was US$1.02. 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”. 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.


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45 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. 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


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46 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 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 must offer to Sénégalese nationals the right to purchase 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


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47 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%. The interest 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 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


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

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


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49 This summary is based upon the current provisions of the Income Tax Act (Canada) (the “ITA”), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of Canada, Customs and Revenue Agency, and all specific proposals (the “Tax Proposals”) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Annual Report. This description, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, government or judicial action, nor does it take into account provincial, territorial, or foreign tax considerations which may differ significantly from those discussed herein. Dividends Dividends paid on the common shares of the Company to a non-resident holder will be subject to withholding tax. The Canada-U.S. Income Tax Convention (1980) (the “Treaty”) provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend. Capital Gains Under the ITA, a taxpayer’s capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the “taxable capital gain”) is included in income, and one half of a capital loss in a year (the “allowable capital loss”) is deductible from taxable capital gains realized in the same year. The amount by which a shareholder’s allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder. A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents “taxable Canadian property” to the holder thereof. The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arm’s length, or the non-resident holder and persons with whom he did not deal at arm’s length together owned not less than 25% of the issued shares of any class of shares of the Company. Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Company’s shares, subject to the relieving provisions of the Treaty described below. Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred “rollover” transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company. Where the non-resident holder realized a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless: (a)

   the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,(b)

   the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or


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50 (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. 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.


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51 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. 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


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52 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. Other Considerations In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company (the Company does not believe that it will qualify in the next year, or has qualified within the past three fiscal years, as a “foreign personal holding company”, “foreign investment company”, “passive foreign investment company” or “controlled foreign corporation” as discussed below): Foreign Personal Holding Company If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a “foreign personal holding company”. In that event, U.S. Holders that hold common shares of the Company (on the earlier of the last day of the Company’s tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. Foreign Investment Company If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.


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53 Passive Foreign Investment Company As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which are producing passive income (generally 75% or more of its gross income in a taxable year is passive income, or the average percentage of the Company’s assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%). Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter aliafrom a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realized on the disposition of common shares of the PFIC as ordinary income rather than capital gain. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or person. Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable year for which the mark-to-market election is made. A U.S. Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) shares in the Company and the Company is a PFIC (“Non-Electing U.S. Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the shares of the Company will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election. The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of the Company’s shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A U.S. Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganization, and transfers at death. The transferee’s basis in this case will depend on the manner of transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares of the Company are transferred. Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation. The PFIC and QEF election rules are complex. U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.


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54 Controlled Foreign Corporation If more than 50% of the voting power of all classes of stock or total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom owns 10% or more of the total combined voting power of all classes of stock of the Company (“United States shareholder”), the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata shares of “Subpart F income” (as specifically defined by the Code) of the Company. Subpart F requires current inclusions in the income of United States shareholders to the extent of a controlled foreign corporation’s accumulated earnings invested in “excess passive” assets (as defined by the Code). In addition, under Section 1248 of the Code, gain from sale or exchange of stock by a holder of common shares of the Company who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the holders of common shares of the Company, a more detailed review of these rules is outside the scope of this discussion. If the Company is both a PFIC and controlled foreign corporation, the Company will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for taxable years of the Company ending with or within such taxable years of United States shareholders. The foregoing summary is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company. F.

   Dividends and Paying Agents
 This Form 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 the item of Form 20-F are sufficiently met by


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55 reproducing here the contents of Note 11 to the consolidated financial statements, “Financial Instruments and Risk Management”. This content is as follows: The Company’s financial instruments consist of cash, receivables, investments, contractor deposit, restricted cash, and accounts payable and accrued liabilities. The balance of restricted cash is not material. Cash is carried at fair value using a level 1 fair value measurement. The carrying values of receivables, contractor deposit, and accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturity. Investments are recorded at fair value based on quoted market prices at the balance sheet date, which is consistent with level 1 of the fair value hierarchy. 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 and receivables, the contractor deposit, and a portion of its accounts payable and accrued liabilities in United States dollars (USD), Argentinean pesos, Euros or CFA francs – a currency which has a fixed exchange rate with the Euro. At February 28, 2011 the Company’s exposure to exchange rate changes for the peso, Euro or CFA franc was not material; however, its exposure to exchange rate changes for the USD was $22,330 for each one per cent change, and, accordingly, a ten per cent increase or decrease in the exchange rate of the CAD versus the USD would result in an increase or decrease in foreign exchange gain of $223,300. 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 28, 2011 the Company held cash resources of $18,508,910 and had accounts payable and accrued liabilities of $1,435,004 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. 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.


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56 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, or, to a lesser extent, at major banks in Sénégal and in Argentina. 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. 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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57 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 28, 2011 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 Canadian generally accepted accounting principles (GAAP), including note disclosure of the reconciliation to US GAAP, 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 28, 2011. In making the assessment, management has used the criteria established in Internal Control – Integrated Framework issued 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 concluded that the Company has identified no material weaknesses in internal controls over financial reporting. A material weakness is defined as a significant deficiency, or a combination of significant 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. As a result, management concluded that the Company’s internal control over financial reporting was effective as at February 28, 2011.


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58 The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended February 28, 2011. 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 28, 2011. 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 pages F2 and F3. There were no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 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 28, 2011 and 2010, 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 2011 Amount Billed

   Fiscal 2010 Amount BilledAudit fees

   $130,000

   $120,000Audit-related fees

   $30,000

   $15,000Tax fees

   $14,700

   $7,500All other fees

   nil

   nilTotal fees

   $174,700

   $142,500
 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 28, 2011, which is the period covered by this Annual Report on Form 20-F.


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59 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 28, 2011, 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 Canadian GAAP and are expressed in Canadian dollars. Such financial statements have been reconciled to US GAAP (see Note 17 therein). 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.Cover Sheet

   F-1Independent Auditors’ Report dated September 6, 2011

   F-2Independent Auditors’ Report dated September 6, 2011

   F-3Consolidated Balance Sheets as at February 28, 2011 and February 28, 2010

   F-5Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2011, February 28, 2010 and February 28, 2009

   F-6Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2011, February 28, 2010 and February 28, 2009

   F-7Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2011, February 28, 2010 and February 28, 2009

   F-8Notes to the Consolidated Financial Statements

   F-9
  (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.


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60 *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*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


---

61 *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

  E-457*

  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 Index12.1

  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


---

62 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 6thday of September, 2011 OROMIN EXPLORATIONS LTD. “Chet Idziszek” Per: (signed) Chet Idziszek Title: President


---

63

EXHIBIT INDEX

Exhibit Number

   Description of Document

   Page Number*1.A.

   Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.*1.B.

   Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation*1.C.

   Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.*1.D.

   Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.*1.E.

   Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.


*1.F.

   Articles of the Company*4.A.

   Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property*4.B.

   Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property*4.C.

   Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek*4.D.

   Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001*4.E.

   Letter agreement dated April 30, 2003 between Cynthia Holdings Limited, The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property*4.F.

   Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property*4.G.

   English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the 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.






---

64

*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

   E-457*

   Official French Version, in pdf format only, of the Mining License for the OJVG Project, dated January 26, 2010 is attached here as a link.12.1

   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
    (Expressed in Canadian Dollars) February 28, 2011 F-1


---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders of 
    Oromin Explorations Ltd. We have audited Oromin Explorations Ltd.'s (the “Company”) internal control over financial reporting as of February 28, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company'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 the Company'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. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2011, 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 balance sheets of the Company as at February 28, 2011 and 2010 and the related consolidated statements of operations, deficit and accumulated other comprehensive income (loss), and cash flows for the years ended February 28, 2011, 2010 and 2009, and our report dated September 6, 2011 expressed an unqualified opinion. “DAVIDSON & COMPANY LLP” Vancouver, Canada
        Chartered AccountantsSeptember 6, 2011
        F-2


---

INDEPENDENT AUDITORS' REPORT To the Shareholders of 
    Oromin Explorations Ltd. We have audited the accompanying consolidated financial statements of Oromin Explorations Ltd. which comprise the consolidated balance sheets as at February 28, 2011 and 2010 and the consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended February 28, 2011, 2010 and 2009, 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 Canadian generally accepted accounting principles, 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 and with the standards of the Public Company Accounting Oversight Board (United States). 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 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 28, 2011 and 2010 and the results of its operations and its cash flows for the years ended February 28, 2011, 2010 and 2009 in accordance with Canadian generally accepted accounting principles. F-3




---

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 Oromin Explorations Ltd.’s ability 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 the Company’s internal control over financial reporting as of February 28, 2011, based on criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 6, 2011 expressed an unqualified opinion. “DAVIDSON & COMPANY LLP” Vancouver, Canada
        Chartered AccountantsSeptember 6, 2011
 F-4


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED BALANCE SHEETS(Expressed in Canadian Dollars)As at
  February 28
        
        
        
        February 282011
        
        
        
        2010ASSETSCurrentCash
        $
        18,508,910
        
        
        $
        13,104,968Receivables
        
        503,784
        
        
        
        222,815Investments (Note 3)
        
        89,843
        
        
        
        89,843Prepaid expenses
        
        83,076
        
        
        
        63,855Total current assets
        
        19,185,613
        
        
        
        13,481,481Resource properties(Note 5)
        
        73,563,978
        
        
        
        54,013,565Advances to joint venture
        
        57,138
        
        
        
        36,374Deposits
        
        720,686
        
        
        
        274,007Equipment and fixtures(Note 4)
        
        114,235
        
        
        
        163,971Performance bond – restricted cash(Note 6)
        
        26,539
        
        
        
        43,025$
        93,668,189
        
        
        $
        68,012,423LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities
        $
        1,435,004
        
        
        $
        1,700,992Shareholders' equityCapital stock (Note 7)AuthorizedAn unlimited number of common shares without par valueIssued and outstanding135,572,829 common shares (2010 – 102,834,885)
        
        111,298,040
        
        
        
        82,876,200Contributed surplus (Note 7)
        
        15,710,104
        
        
        
        11,244,638Accumulated other comprehensive loss
        
        (281,507
        )
        
        
        (281,507
        )Deficit
        
        (34,493,452
        )
        
        
        (27,527,900
        )92,233,185
        
        
        
        66,311,431$
        93,668,189
        
        
        $
        68,012,423
 Nature and continuance of operations(Note 1) Commitment(Note 15) Subsequent events(Note 18) The accompanying notes are an integral part of these consolidated financial statements. F-5


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in Canadian Dollars)
  Year Ended
        
        
        
        Year Ended
        
        
        
        Year EndedFebruary 28,
        
        
        
        February 28,
        
        
        
        February 28,2011
        
        
        
        2010
        
        
        
        2009EXPENSESAmortization
        $
        50,535
        
        
        $
        50,503
        
        
        $
        41,807Filing and transfer agent fees
        
        69,150
        
        
        
        77,841
        
        
        
        133,551Office and rent
        
        352,214
        
        
        
        305,807
        
        
        
        200,127Professional and consulting fees
        
        397,424
        
        
        
        345,402
        
        
        
        440,404Salaries and benefits
        
        690,397
        
        
        
        679,213
        
        
        
        310,719Stock-based compensation (Note 8)
        
        4,302,882
        
        
        
        2,600,482
        
        
        
        4,655,439Travel and public relations
        
        272,588
        
        
        
        327,899
        
        
        
        321,277(6,135,190
        )
        
        
        (4,387,147
        )
        
        
        (6,103,324
        )OTHER INCOME (EXPENSE)Interest income
        
        105,234
        
        
        
        6,654
        
        
        
        379,733Foreign exchange gain (loss)
        
        12,112
        
        
        
        (914,201
        )
        
        
        923,267Project administration fees
        
        495,647
        
        
        
        344,848
        
        
        
        667,112Write-down of oil and gas project (Note 5(b))
        
        (1,443,355
        )
        
        
        (2,910,473
        )
        
        
        -Loss on sale of investments
        
        -
        
        
        
        -
        
        
        
        (440,973
        )( 830,362
        )
        
        
        (3,473,172
        )
        
        
        1,529,139Loss for the year
        
        (6,965,552
        )
        
        
        (7,860,319
        )
        
        
        (4,574,185
        )Other comprehensive income (loss)Unrealized gain (loss) on investments
        
        -
        
        
        
        17,969
        
        
        
        (209,138
        )Reversal of unrealized loss on disposal of investments
        
        -
        
        
        
        -
        
        
        
        440,973Total comprehensive loss for the year
        $
        (6,965,552
        )
        
        $
        (7,842,350
        )
        
        $
        (4,342,350
        )Basic and diluted loss per common share
        $
        (0.06
        )
        
        $
        (0.09
        )
        
        $
        (0.07
        )Weighted average number of common shares outstanding
        
        117,491,838
        
        
        
        88,046,230
        
        
        
        65,264,018
 The accompanying notes are an integral part of these consolidated financial statements. F-6


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATEDOTHER COMPREHENSIVE INCOME (LOSS)(Expressed in Canadian dollars)
  Year ended
        
        
        
        Year ended
        
        
        
        Year endedFebruary 28,
        
        
        
        February 28,
        
        
        
        February 28,2011
        
        
        
        2010
        
        
        
        2009STATEMENT OF DEFICITBalance, beginning of year
        $
        (27,527,900
        )
        
        $
        (19,667,581
        )
        
        $
        (15,093,396
        )Loss for the year
        
        (6,965,552
        )
        
        
        (7,860,319
        )
        
        
        (4,574,185
        )Balance, end of year
        $
        (34,493,452
        )
        
        $
        (27,527,900
        )
        
        $
        (19,667,581
        )STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Balance, beginning of year
        $
        (281,507
        )
        
        $
        (299,476
        )
        
        $
        (531,311
        )Unrealized gain (loss) on investments
        
        -
        
        
        
        17,969
        
        
        
        (209,138
        )Reversal of unrealized losses on disposal of investments
        
        -
        
        
        
        -
        
        
        
        440,973Balance, end of year
        $
        (281,507
        )
        
        $
        (281,507
        )
        
        $
        (299,476
        )
 The accompanying notes are an integral part of these consolidated financial statements. F-7


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in Canadian Dollars)
  Year Ended
        
        
        
        Year Ended
        
        
        
        Year EndedFebruary 28,
        
        
        
        February 28,
        
        
        
        February 28,2011
        
        
        
        2010
        
        
        
        2009CASH FLOWS FROM OPERATING ACTIVITIESLoss for the year
        $
        (6,965,552
        )
        
        $
        (7,860,319
        )
        
        $
        (4,574,185
        )Items not affecting cash:Amortization
        
        50,535
        
        
        
        50,503
        
        
        
        41,807Non-cash portion of foreign exchange (gain) loss
        
        -
        
        
        
        38,167
        
        
        
        (70,725
        )Stock-based compensation
        
        4,302,882
        
        
        
        2,600,482
        
        
        
        4,655,439Loss on sale of investments
        
        -
        
        
        
        -
        
        
        
        440,973Write-down of oil and gas project
        
        1,443,355
        
        
        
        2,910,473
        
        
        
        -Changes in non-cash working capital items:Decrease (increase) in receivables
        
        (280,969
        )
        
        
        (60,521
        )
        
        
        42,693Increase in prepaid expenses
        
        ( 19,221
        )
        
        
        (52,733
        )
        
        
        (6,250
        )Increase (decrease) in accounts payable and accrued liabilities
        
        (189,935
        )
        
        
        (1,715,398
        )
        
        
        751,381Net cash provided by (used in) operating activities
        
        (1,658,905
        )
        
        
        (4,089,346
        )
        
        
        1,281,133CASH FLOWS FROM FINANCING ACTIVITIESCapital stock issued for cash
        
        31,118,950
        
        
        
        26,901,222
        
        
        
        693,098Share issue costs
        
        (2,540,081
        )
        
        
        (2,215,727
        )
        
        
        -Proceeds from restricted cash – performance bond
        
        16,486
        
        
        
        14,585
        
        
        
        -Net cash provided by financing activities
        
        28,595,355
        
        
        
        24,700,080
        
        
        
        693,098CASH FLOWS FROM INVESTING ACTIVITIESExpenditures on resource properties, net of recoveries
        
        (20,790,259
        )
        
        
        (15,049,075
        )
        
        
        (20,225,527
        )Deposits
        
        (720,686
        )
        
        
        (89,802
        )
        
        
        -Advances from (to) joint venture
        
        ( 20,764
        )
        
        
        1,083,672
        
        
        
        (1,120,046
        )Purchase of equipment and fixtures
        
        ( 799
        )
        
        
        ( 1,011
        )
        
        
        (218,125
        )Net cash used in investing activities
        
        (21,532,508
        )
        
        
        (14,056,216
        )
        
        
        (21,563,698
        )Change in cash
        
        5,403,942
        
        
        
        6,554,518
        
        
        
        (19,589,467
        )Cash, beginning of year
        
        13,104,968
        
        
        
        6,550,450
        
        
        
        26,139,917Cash, end of year
        $
        18,508,910
        
        
        $
        13,104,968
        
        
        $
        6,550,450
 Supplemental disclosure with respect to cash flows(Note 16) The accompanying notes are an integral part of these consolidated financial statements. F-8


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  1.
      NATURE AND CONTINUANCE OF OPERATIONS The Company was incorporated on January 25, 1980 under the Company Act of British Columbia. The Company is in the business of exploring its resource properties and its current mineral 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 in accordance with Canadian generally accepted accounting principles 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 profitable operations in the future. Management is actively seeking to raise the necessary capital to meet its funding plans. 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 in existence. 2.
      SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The significant accounting policies adopted by the Company are as follows: Basis of consolidation These consolidated financial statements include the accounts of the Company and its subsidiaries and, on a proportionate basis, the accounts of Oromin Joint Venture Group Ltd. The Company’s subsidiaries include Exploraciones Oromin, S.A., which is incorporated under the laws of Argentina, and Sabodala Holding Limited, Irie Isle Limited and Cynthia Holdings Limited, all of which are incorporated under the laws of the British Virgin Islands. Significant inter-company balances and transactions have been eliminated upon consolidation. Use of estimates The preparation of consolidated financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to stock-based compensation, the determination of impairment of assets, asset retirement obligations, estimates of useful lives, and the valuation allowance applied to future income tax assets. Actual results may differ from these estimates. Investments The Company’s holdings of marketable securities are classified as available-for-sale, with revaluation gains and losses included in other comprehensive income (loss) until the related assets are removed from the balance sheet. F-9


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  2.
      SIGNIFICANT ACCOUNTING POLICIES(cont’d...) Equipment and fixtures Equipment and fixtures are recorded at cost less accumulated amortization. Amortization 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
 Resource properties Mineral properties All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and future profitable production or proceeds from the disposition thereof. Oil and gas properties The Company follows the full cost method of accounting for oil and gas properties whereby exploration and development costs are capitalized and accumulated in cost centres. Such costs include lease acquisition costs, geological and geophysical expenses, lease rentals on undeveloped properties, costs of drilling both productive and non-productive wells, technical consulting costs directly related to exploration and development activities and capitalized financing costs. Depletion of exploration and development costs and depreciation of production equipment are provided on the unit-of-production method based upon estimated proven oil and gas reserves before royalties in each cost centre, as determined by independent engineers. For purposes of this calculation, reserves and production of natural gas are converted to common units based on their approximate relative energy content. Undeveloped properties are excluded from the depletion calculation until the quantities of proven reserves can be determined. These properties are assessed periodically for impairment. When proven reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to the costs subject to depletion. The Company places a limit on the carrying value of oil and gas properties and other assets, which may be depleted against revenues of future periods (the “ceiling test”). The carrying value is assessed to be recoverable when the sum of the undiscounted cash flows expected from the production of proven reserves, the lower of cost and market of unproven properties and the cost of major development projects exceeds the carrying value. When the carrying value is not assessed to be recoverable, an impairment loss is recognized to the extent that the carrying value of assets exceeds the sum of the discounted cash flows expected from the production of proven and probable reserves, the lower of cost and market of unproven properties and the cost of major development projects. The cash flows are estimated using expected future product prices and costs and are discounted using a risk-free interest rate. F-10


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  2.
      SIGNIFICANT ACCOUNTING POLICIES(cont’d...) Asset retirement obligations The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or decrease to the carrying amount of the liability and the related long-lived asset. To date the Company does not have any significant asset retirement obligations. 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 years presented, this calculation proved to be anti-dilutive. At February 28, 2011, February 28, 2010 and February 28, 2009, the total number of potentially dilutive shares excluded from loss per share was 10,687,321 for 2011, 9,907,071 for 2010 and 9,718,000 for 2009. Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. Income taxes Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess. Stock-based compensation The Company uses the fair value method whereby the Company recognizes compensation costs over the vesting period for the granting of all stock options and direct awards of stock. Fair value is determined using the Black-Scholes option pricing model. Any consideration paid by the option holder to purchase shares is credited to capital stock. Foreign currency translation The Company's subsidiaries are considered integrated operations and are translated into Canadian dollars using the temporal method. Under this method, monetary items are translated at the exchange rate in effect at the balance sheet date, non-monetary items are translated at historical rates, and revenue and expense items are translated at exchange rates approximating those in effect on the date of the transaction. Exchange gains or losses arising on translation of foreign currency items are included in operating results. Foreign currency denominated monetary items are translated at year-end exchange rates. Exchange gains and losses arising on translation are included in operating results. F-11


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  2.
      SIGNIFICANT ACCOUNTING POLICIES(cont’d...) Financial instruments – recognition and measurement The Company classifies its financial instruments into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale or other financial liabilities. All financial instruments and derivatives are measured in the balance sheet at fair value except for loans and receivables, held-to maturity instruments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification as follows: (1) held-for-trading financial instruments are measured at fair value and changes in fair value are recognized in net income; (2) available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and (3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sale normal purchase exemption and changes in their fair value are recorded in income unless cash flow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income. The Company classifies its cash, restricted cash and contractor deposits as held-for-trading and its investments as available-for-sale. Receivables are classified as loans and receivables, and accounts payable and accrued liabilities are classified as other financial liabilities, all of which are 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. Comprehensive income Comprehensive income is the change in shareholders’ equity during a period from transactions and other events from non-owner sources. The Company presents such gains and losses in “other comprehensive income” until it is considered appropriate to recognize them in net earnings. RECENT ACCOUNTING PRONOUNCEMENTS 
    International Financial Reporting Standards In February 2008 the Canadian Accounting Standards Board ("AcSB") announced that publicly-listed companies are to adopt IFRS, replacing Canadian GAAP, for interim and annual financial statements relating to fiscal periods beginning on or after January 1, 2011. Accordingly, the Company will commence reporting under IFRS for its fiscal year commencing March 1, 2011, and will present its first IFRS-based financial statements for its interim fiscal quarter ending May 31, 2011. These statements will require comparative amounts determined under IFRS for the prior fiscal year period, which in turn will require the restatement to conform with IFRS of the Company’s balance sheets at both February 28, 2010 and 2011. 3.
      INVESTMENTS At February 28, 2011 investments consisted of 1,197,906 shares of Lund Gold Ltd. (“Lund”) acquired in 2007 at a fair value of $371,352. This value was written down by $83,855 during the year ended February 29, 2008, by a further $215,623 during the year ended February 28, 2009 and written up by $17,969 during the year ended February 28, 2010 to reflect fair values at those dates. The fair value as at February 28, 2010 was the same as at February 28, 2011. These fair value adjustments are charged or credited to comprehensive income (loss). 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-12


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  4.
      EQUIPMENT AND FIXTURES 2011
        
        
        
        
        
        
        
        
        
        
        
        2010Accumulated
        
        
        
        Net
        
        
        
        
        
        
        
        Accumulated
        
        
        
        NetCost
        
        
        
        Amortization
        
        
        
        Book Value
        
        
        
        Cost
        
        
        
        Amortization
        
        
        
        Book ValueLeasehold improvements
        $
        197,521
        
        
        $
        108,331
        
        
        $
        89,190
        
        
        $
        197,521
        
        
        $
        68,827
        
        
        $
        128,694Office furniture
        
        52,067
        
        
        
        28,348
        
        
        
        23,719
        
        
        
        52,067
        
        
        
        17,935
        
        
        
        34,132Computer equipment
        
        3,088
        
        
        
        1,762
        
        
        
        1,326
        
        
        
        2,289
        
        
        
        1,144
        
        
        
        1,145$
        252,676
        
        
        $
        138,441
        
        
        $
        114,235
        
        
        $
        251,877
        
        
        $
        87,906
        
        
        $
        163,971
 F-13


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  5.
      RESOURCE PROPERTIES OJVG,
        
        
        
        Santa Rosa,
        
        
        
        TotalSénégal
        
        
        
        ArgentinaBalance, February 28, 2009
        $
        36,759,620
        
        
        $
        3,532,644
        
        
        $
        40,292,264Acquisition costs

        
        -
        
        
        
        10,429
        
        
        
        10,429Camp operation
        
        1,259,293
        
        
        
        -
        
        
        
        1,259,293Contractors and geological staff
        
        1,359,980
        
        
        
        -
        
        
        
        1,359,980Corporate advisory fees
        
        1,471,098
        
        
        
        -
        
        
        
        1,471,098Drilling
        
        5,505,783
        
        
        
        282,604
        
        
        
        5,788,387Engineering
        
        3,356,423
        
        
        
        -
        
        
        
        3,356,423Exploration office
        
        463,861
        
        
        
        30,529
        
        
        
        494,390Land and legal
        
        91,250
        
        
        
        49,617
        
        
        
        140,867Presumptive minimum tax
        
        -
        
        
        
        26,330
        
        
        
        26,330Sample analysis
        
        1,199,422
        
        
        
        -
        
        
        
        1,199,422Social programs
        
        217,372
        
        
        
        5,655
        
        
        
        223,027Travel and accommodation
        
        468,752
        
        
        
        8,119
        
        
        
        476,871Value added taxes
        
        -
        
        
        
        67,579
        
        
        
        67,579Wages and benefits
        
        757,678
        
        
        
        -
        
        
        
        757,67816,150,912
        
        
        
        480,862
        
        
        
        16,631,77452,910,532
        
        
        
        4,013,506
        
        
        
        56,924,038Writedown of carrying costs
        
        -
        
        
        
        (2,910,473
        )
        
        
        (2,910,473
        )Balance, February 28, 2010
        
        52,910,532
        
        
        
        1,103,033
        
        
        
        54,013,565Camp operation
        
        1,426,360
        
        
        
        -
        
        
        
        1,426,360Contractors and geological staff
        
        1,136,691
        
        
        
        -
        
        
        
        1,136,691Corporate advisory fees
        
        2,807,405
        
        
        
        -
        
        
        
        2,807,405Drilling
        
        8,618,487
        
        
        
        -
        
        
        
        8,618,487Engineering
        
        2,801,496
        
        
        
        -
        
        
        
        2,801,496Exploration office
        
        436,868
        
        
        
        83,825
        
        
        
        520,693Land and legal
        
        128,473
        
        
        
        57,947
        
        
        
        186,420Mining concession fee
        
        108,445
        
        
        
        -
        
        
        
        108,445Presumptive minimum tax
        
        -
        
        
        
        51,807
        
        
        
        51,807Sample analysis
        
        1,650,347
        
        
        
        -
        
        
        
        1,650,347Social programs
        
        235,706
        
        
        
        -
        
        
        
        235,706Tenure payments
        
        -
        
        
        
        136,062
        
        
        
        136,062Travel and accommodation
        
        562,479
        
        
        
        10,681
        
        
        
        573,160Wages and benefits
        
        740,689

        
        
        
        -
        
        
        
        740,68920,653,446
        
        
        
        340,322
        
        
        
        20,993,76873,563,978
        
        
        
        1,443,355
        
        
        
        75,007,333Writedown of carrying costs
        
        -
        
        
        
        (1,443,355
        )
        
        
        (1,443,355
        )Balance, February 28, 2011
        $
        73,563,978
        
        
        $
        -
        
        
        $
        73,563,978
 F-14


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  5.
      RESOURCE PROPERTIES(cont’d...) The Company holds its exploration rights to the OJVG and Santa Rosa projects by way of rights granted by the sovereign governments of the jurisdictions in which they are located. The Company has investigated the status of its rights in and to each of its resource properties and, to the best of its knowledge, these rights are in good standing. The Company’s oil and gas interest in the Santa Rosa property is unproved and as such there is no basis on which to recognize depletion. a)
      OJVG, Sénégal 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. Pursuant to a series of corporate advisory agreements with Bendon, the Company paid Bendon $1,656,035 (US$1,500,000) during the year ended February 28, 2009, $1,471,098 (US$1,355,000) during the year ended February 28, 2010 and $2,807,405 (US$2,755,000) during the year ended February 28, 2011. Effective November 26, 2010 the Company agreed to the current renewal of the corporate advisory agreement, and committed to make payments totaling US$2,000,000 for the period November 2010 to July 2011, of which US$1,500,000 was paid prior to February 28, 2011 and $720,686 (US$740,000) is classified as a deposit at February 28, 2011. The portion attributable to the months of November 2010 to February 2011 is $757,918 (US$760,000) and is included in the $2,807,405 of corporate advisory fees for the year ended February 28, 2011. The balance of US$500,000 was paid in May 2011. F-15


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  5.
      RESOURCE PROPERTIES(cont’d...) a)
      OJVG, Sénégal(cont’d...) The Company’s proportionate interest in OJVG is summarized as follows: 2011
        
        
        
        2010
        
        
        
        2009ASSETSCurrentCash
        $
        2,278,298
        
        
        $
        3,101,247
        
        
        $
        204,289Receivables
        
        200,706
        
        
        
        56,470
        
        
        
        77,727Prepaid expenses
        
        11,919
        
        
        
        5,180
        
        
        
        -2,490,923
        
        
        
        3,162,897
        
        
        
        282,016Resource properties
        
        67,860,222
        
        
        
        49,532,599
        
        
        
        34,546,075Contractor deposits
        
        -
        
        
        
        274,007
        
        
        
        222,372$
        70,351,145
        
        
        $
        52,969,503
        
        
        $
        35,050,463LIABILITIES AND EQUITYCurrent liabilities
        $
        1,141,039
        
        
        $
        1,080,094
        
        
        $
        1,974,501Advances from shareholders
        
        68,511,853
        
        
        
        51,314,156
        
        
        
        32,863,420Retained earnings
        
        698,253
        
        
        
        575,253
        
        
        
        212,542$
        70,351,145
        
        
        $
        52,969,503
        
        
        $
        35,050,463Cash flows provided by (used in):Operating activities
        $
        123,000
        
        
        $
        400,878
        
        
        $
        136,367Financing activities
        
        17,197,697
        
        
        
        18,450,736
        
        
        
        14,102,734Investing activities
        
        (18,143,646
        )
        
        
        (15,954,656
        )
        
        
        (15,032,736
        )
 The Company’s share of OJVG’s income for the years ended February 28, 2011, 2010 and 2009 was $123,000, $362,711, and $187,274 respectively. F-16


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  5.
      RESOURCE PROPERTIES(cont’d...) b)
      Santa Rosa, Argentina The Company, through its subsidiary Exploraciones Oromin, S.A. (“EOSA”), holds a 100% interest in certain oil and gas exploration rights located in the Province of Mendoza, Argentina (the “Santa Rosa Property”). These rights were originally granted by the federal government of Argentina in September 2000, but in January 2007 the federal government agreed to the assumption by the Province of Mendoza of jurisdiction over hydrocarbon resources in the province. On May 2, 2008 the government of the Province of Mendoza issued Decree 1018/2008 which formally granted to EOSA the exploration and exploitation rights over the oil and gas concession comprising the Santa Rosa Property. Pursuant to the decree the Company was committed to incur exploration expenditures of US$600,000 by May 1, 2011, a commitment which was met in the fiscal year ended February 28, 2010. The Company’s exploration rights will remain in effect for a period of six years from the date of formal acceptance by government authorities and will be converted into exploitation rights for a further period of 25 years if commercial quantities of hydrocarbons are discovered. The Company has no plans to continue any further activities on the Santa Rosa Property and has written down the carrying value to $nil as set out below. Exploration funding and activities in fiscal 2010 and 2011 In December 2008 the Company entered into a joint venture agreement with Otto Energy Ltd. (“Otto”), a corporation whose shares trade on the Australian Stock Exchange, whereby Otto could acquire a 32.48% joint venture interest in the project by paying $1,615,217 in May 2009. A finder’s fee of 75,000 shares was paid related to this transaction and ascribed the value of $63,750 (Note 7). In July 2009 the joint venture drilled a test well on the project, which did not find hydrocarbons. The joint venture expended a total of $2,939,349 during fiscal 2010 on the Santa Rosa Property, of which the net costs attributed to the Company’s interest were $480,862. In December 2009 Otto withdrew from the joint venture and returned its interest in the project to the Company, relieving Otto from further costs of maintaining the Santa Rosa Property. This re-established the Company’s interest to 100%. At February 28, 2010 the Company determined the fair value of the Santa Rosa Property as $1,103,033 and recognized an impairment charge of $2,910,473 for the year then ended. During the year ended February 28, 2011 the Company expended a further $340,322 on the Santa Rosa Property. 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. F-17


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  6.
      PERFORMANCE BOND – RESTRICTED CASH The Company has a bond lodged at a bank in Argentina with a value of US$27,250 (2010 – US$40,875) maturing on August 3, 2012. The bond bears interest at the six month LIBOR rate payable semi-annually. This bond was established in 2002 to secure the Santa Rosa property bid in Argentina (Note 5(b)) and is subject to annual releases of US$13,625. 7.
      CAPITAL STOCK AND CONTRIBUTED SURPLUS a)
      In June 2009, the Company closed a private placement of 28,571,429 shares at a price of $0.70 per share for proceeds of $18,223,621 (net of share issue costs of $1,776,379).b)
      In December 2009, the Company closed an offering by prospectus of 8,117,850 shares at a price of $0.85 per share for proceeds of $6,228,629 (net of share issue costs of $671,543). The Company also issued 487,071 broker compensation warrants with a value of $169,763. Each broker warrant can be exercised for one common share at $0.85 per share until December 2, 2011. The assumptions used for the Black-Scholes valuation of the broker warrants were a risk-free interest rate 1.13%, an expected life of two years, a dividend rate of 0% and an annualized volatility of 106%.c)
      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 contributed surplus. 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.d)
      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 contributed surplus. 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. F-18


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  7.
      CAPITAL STOCK AND CONTRIBUTED SURPLUS(cont’d...) Number
        
        
        
        
        
        
        
        Contributedof Shares
        
        
        
        Amount
        
        
        
        SurplusAuthorizedAn unlimited number of common shares no par valueIssuedBalance as at February 29, 2008
        64,972,583
        
        
        $
        57,509,011
        
        
        $
        4,145,757For cash on exercise of stock options
        1,025,000
        
        
        
        554,500
        
        
        
        -For cash on exercise of warrants
        70,023
        
        
        
        138,598
        
        
        
        -Transfer from contributed surplus on exercise of stock options
        -
        
        
        
        309,088
        
        
        
        (309,088
        )Transfer from contributed surplus on exercise of compensation warrants
        -
        
        
        
        17,002
        
        
        
        ( 17,002
        )Stock-based compensation
        -
        
        
        
        -
        
        
        
        4,655,439Balance as at February 28, 2009
        66,067,606
        
        
        
        58,528,199
        
        
        
        8,475,106For cash pursuant to private placement
        28,571,429
        
        
        
        20,000,000
        
        
        
        -For cash pursuant to prospectus offering
        8,117,850
        
        
        
        6,900,172
        
        
        
        -For cash on exercise of stock options
        3,000
        
        
        
        1,050
        
        
        
        -For oil and gas property
        75,000
        
        
        
        63,750
        
        
        
        -Share issue costs:Cash
        -
        
        
        
        (2,447,921
        )
        
        
        -Broker compensation warrants
        -
        
        
        
        (169,763
        )
        
        
        169,763Transfer from contributed surplus on exercise of stock options
        -
        
        
        
        713
        
        
        
        (713
        )Stock-based compensation
        -
        
        
        
        -
        
        
        
        2,600,482Balance as at February 28, 2010
        102,834,885
        
        
        
        82,876,200
        
        
        
        11,244,638For cash pursuant to prospectus offerings
        31,562,500
        
        
        
        30,250,000
        
        
        
        -For cash on exercise of stock options
        651,000
        
        
        
        403,200
        
        
        
        -For cash on exercise of warrants
        517,500
        
        
        
        465,750
        
        
        
        -For resource property services
        6,944
        
        
        
        5,555
        
        
        
        -Share issue costs:Cash
        -
        
        
        
        (2,540,081
        )
        
        
        -Broker compensation warrants
        -
        
        
        
        (582,371
        )
        
        
        582,371Transfer from contributed surplus on exercise of stock options
        -
        
        
        
        285,267
        
        
        
        (285,267
        )Transfer from contributed surplus on exercise of compensation warrants
        -
        
        
        
        134,520
        
        
        
        (134,520
        )Stock-based compensation
        -
        
        
        
        -
        
        
        
        4,302,882Balance as at February 28, 2011
        135,572,829
        
        
        $
        111,298,040
        
        
        $
        15,710,104
 F-19


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  8.
      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: 2011
        
        
        
        2010
        
        
        2009Weighted
        
        
        
        
        
        
        
        Weighted
        
        
        
        
        
        
        WeightedAverage
        
        
        
        
        
        
        
        Average
        
        
        
        
        
        
        
        AverageNumber
        
        
        
        Exercise
        
        
        
        Number
        
        
        
        Exercise
        
        
        
        Number
        
        
        
        Exerciseof Options
        
        
        
        Price
        
        
        
        of Options
        
        
        
        Price
        
        
        
        of Options
        
        
        
        PriceOutstanding,beginning of year
        
        9,420,000
        
        
        $
        1.92
        
        
        
        5,578,000
        
        
        $
        2.50
        
        
        
        3,958,000
        
        
        $
        1.50Granted
        
        8,431,000
        
        
        
        0.89
        
        
        
        3,945,000
        
        
        
        1.12
        
        
        
        2,645,000
        
        
        
        3.23Exercised
        
        (651,000
        )
        
        
        0.62
        
        
        
        ( 3,000
        )
        
        
        0.35
        
        
        
        (1,025,000
        )
        
        
        0.54Expired or cancelled
        
        (8,376,000
        )
        
        
        2.00
        
        
        
        ( 100,000
        )
        
        
        2.60
        
        
        
        -Outstanding, end of year
        
        8,824,000
        
        
        $
        0.96
        
        
        
        9,420,000
        
        
        $
        1.92
        
        
        
        5,578,000
        
        
        $
        2.50Exercisable, end of year
        
        8,786,500
        
        
        $
        0.96
        
        
        
        9,420,000
        
        
        $
        1.92
        
        
        
        5,578,000
        
        
        $
        2.50
 During fiscal 2011, the Company granted options to acquire 8,431,000 (2010 – 3,945,000; 2009 – 2,645,000) common shares with a weighted average fair value of $0.51 (2010 - $0.66; 2009 – $1.65) per option, resulting in stock-based compensation being recognized of $4,302,882 (2010 — $2,600,482; 2009 – $4,365,242). An additional $nil (2010 – $nil; 2009 – $290,197) in stock-based compensation was recognized in respect of the vesting of options granted in prior years. The following assumptions were used for the Black-Scholes valuation of options granted during the years: 2011
        
        2010
        
        2009Risk-free interest rate
        2.1 – 2.9 %
        
        2.4 – 2.5 %
        
        2.8 – 3.0 %Expected life
        5 years
        
        5 years
        
        2 to 5 yearsAnnualized volatility
        67 – 68 %
        
        70 – 71 %
        
        54 – 78 %Dividend rate
        0 %
        
        0 %
        
        0 %
 F-20


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  8.
        STOCK OPTIONS(cont’d....)
 As at February 28, 2011, the following stock options were outstanding and exercisable: Exerciseprice
        
        Number of options
        
        
        Expiry date$
        2.91
        
        100,000
        
        
        May 9, 20123.00
        
        150,000
        
        
        May 14, 20131.12
        
        200,000
        
        
        July 10, 20140.90
        
        75,000
        
        
        October 7, 20140.65
        
        728,000
        
        
        March 31, 20150.92
        
        7,571,000
        
        
        August 24, 20158,824,000
  9.
      WARRANTS Share purchase warrant transactions are summarized as follows: 2011
        
        2010
        
        2009Weighted
        
        
        
        
        
        
        Weighted
        
        
        
        
        
        
        
        WeightedNumber
        
        
        
        Average
        
        
        Number
        
        
        
        Average
        
        
        
        Number
        
        
        
        Averageof
        
        
        
        Exercise
        
        
        of
        
        
        
        Exercise
        
        
        
        of
        
        
        
        ExerciseWarrants
        
        
        
        Price
        
        
        Warrants
        
        
        
        Price
        
        
        
        Warrants
        
        
        
        PriceBalance, beginning of year
        
        487,071
        
        
        $
        0.85
        
        
        4,140,000
        
        
        $
        3.23
        
        
        
        8,724,582
        
        
        $
        2.67Issued
        
        1,893,750
        
        
        
        1.06
        
        
        487,071
        
        
        
        0.85
        
        
        
        -
        
        
        
        -Exercised
        
        (517,500
        )
        
        
        0.90
        
        
        -
        
        
        
        -
        
        
        
        ( 70,023
        )
        
        
        1.99Expired
        
        -
        
        
        
        -
        
        
        (4,140,000
        )
        
        
        3.23
        
        
        
        (4,514,559
        )
        
        
        2.17Balance, end of year
        
        1,863,321
        
        
        $
        1.05
        
        
        487,071
        
        
        $
        0.85
        
        
        
        4,140,000
        
        
        $
        3.23
 As at February 28, 2011, the following share purchase warrants were outstanding and exercisable: Number
        
        
        Exerciseof Warrants
        
        
        Price
        
        
        Expiry Date487,071
        
        $
        0.85
        
        
        December 2, 2011776,250
        
        
        0.90
        
        
        February 19, 2012600,000
        
        
        1.40
        
        
        November 16, 20121,863,321


F-21

---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  10.
      RELATED PARTY TRANSACTIONS The Company incurred costs with directors and companies related by directors in common as follows: 2011
        
        
        2010
        
        
        2009Professional and consulting fees
        $
        513,780
        
        $
        396,780
        
        $
        357,734Salaries and benefits
        
        629,611
        
        
        474,440
        
        
        258,400Share issue cost
        
        -
        
        
        232,196
        
        
        -
 Professional and consulting fees and salaries and benefits have been expensed to operations, capitalized to resource properties or recorded as share issue costs, based on the nature of the expenditure. Included in accounts payable and accrued liabilities at February 28, 2011 is $59,087 (2010 - $307,434) due to directors and companies with common directors. This amount includes a provision for the income tax cost described below. As a component of the private placement financing completed in June 2009 a senior officer and director of the Company sold certain free trading shares to an investor and applied the proceeds to take down a portion of the placement. In so doing, the officer and director incurred an income tax cost of $232,196. The Company agreed to reimburse the officer and director for this cost, a necessary component of the success of the financing, and accrued the income tax cost as an amount payable. This amount was paid March 1, 2010. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. F-22


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  11.
      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments consist of cash, receivables, investments, deposits, restricted cash, and accounts payable and accrued liabilities. The balance of restricted cash is not material. Cash is carried at fair value using a level 1 fair value measurement. The carrying values of receivables, deposits, and accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturity. Investments are recorded at fair value based on quoted market prices at the balance sheet date, which is consistent with level 1 of the fair value hierarchy. 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, receivables, deposits, and accounts payable and accrued liabilities in United States dollars (USD), Argentinean pesos, Euros or CFA francs – a currency which has a fixed exchange rate with the Euro. At February 28, 2011 the Company’s exposure to exchange rate changes for the peso, Euro or CFA franc was not material; however, its exposure to exchange rate changes for the USD was $22,330 for each one per cent change, and, accordingly, a ten per cent increase or decrease in the exchange rate of the CAD versus the USD would result in an increase or decrease in foreign exchange gain of $223,300. 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 28, 2011 the Company held cash resources of $18,508,910 and had accounts payable and accrued liabilities of $1,435,004 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. 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 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. F-23


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  11.
      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(cont’d...) 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 and in Argentina. 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. 12.
      INCOME TAXES A reconciliation of income taxes at statutory rates with the reported taxes is as follows: 2011
        
        
        
        2010
        
        
        
        2009Loss for the year
        $
        (6,965,552
        )
        
        $
        (7,860,319
        )
        
        $
        (4,574,185
        )Expected income tax recovery
        $
        1,962,664
        
        
        $
        2,339,036
        
        
        $
        1,387,544Stock-based compensation and other permanent differences
        
        (1,109,935
        )
        
        
        (552,359
        )
        
        
        (1,490,272
        )Effect of reduction in future income tax rates
        
        ( 105,905
        )
        
        
        (226,596
        )
        
        
        (96,574
        )Change in valuation allowance
        
        ( 746,824
        )
        
        
        (1,560,081
        )
        
        
        199,302$
        -
        
        
        $
        -
        
        
        $
        -
 The significant components of the Company’s future income tax assets are as follows: 2011
        
        
        
        2010Future income tax assetsResource properties and equipment
        $
        4,501,296
        
        
        $
        3,872,210Non-capital loss carry-forwards
        
        1,994,210
        
        
        
        1,537,503Share issue costs
        
        946,861
        
        
        
        636,954Other
        
        23,818
        
        
        
        24,9117,466,185
        
        
        
        6,071,578Less: valuation allowance
        
        (7,466,185
        )
        
        
        (6,071,578
        )$
        -
        
        
        $
        -
 The Company has non-capital losses of approximately $7,900,000 available for deduction against future years’ taxable income in Canada. These losses, if unutilized, will expire up to 2031. The future tax benefits which may arise as a result of these non-capital losses, resource expenditures and other future tax assets have not been recognized in these consolidated financial statements and have been offset by a valuation allowance. F-24


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  13.
      SEGMENT INFORMATION The Company has one operating segment, being the exploration of resource properties. The Company’s equipment and resource properties are located in the following geographic areas: 2011
        
        
        
        2010Sénégal
        $
        73,563,978
        
        
        $
        52,910,532Argentina
        
        -
        
        
        
        1,103,033Canada
        
        114,235
        
        
        
        163,971$
        73,678,213
        
        
        $
        54,177,536
  14.
      CAPITAL MANAGEMENT The capital of the Company consists of the items included in shareholders’ 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. 15.
      COMMITMENT 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: 2012
        $
        238,901
        
        For the 12 month fiscal year2013
        
        241,280
        
        For the 12 month fiscal year2014
        
        60,828
        
        For the three months March 1, 2013 to termination
 F-25


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2011
  16.
      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS 2011
        
        
        
        2010
        
        
        
        2009Non-cash operating activitiesAccounts payable incurred for resource property expenditures
        $
        1,182,899
        
        
        $
        1,258,952
        
        
        $
        2,110,789Performance bond included in receivables
        
        -
        
        
        
        (28,957
        )
        
        
        (62,042
        )Share issue costs included in accounts payable
        
        -
        
        
        
        232,194
        
        
        
        -$
        1,182,899
        
        
        $
        1,462,189
        
        
        $
        2,048,747Non-cash financing activitiesExercise of stock options
        $
        (285,267
        )
        
        $
        ( 713
        )
        
        $
        (309,088
        )Contributed surplus allocated to capital stock on exercise of stock options
        
        285,267
        
        
        
        713
        
        
        
        309,088Shares issued for resource property
        
        5,555
        
        
        
        63,750
        
        
        
        -Share issue costs incurred through accounts payable
        
        -
        
        
        
        (232,194
        )
        
        
        -Broker compensation warrants
        
        582,371
        
        
        
        169,763
        
        
        
        -Contributed surplus arising from broker compensation warrants
        
        (582,371
        )
        
        
        (169,763
        )
        
        
        -Exercise of broker compensation warrants
        
        (134,520
        )
        
        
        -
        
        
        
        (17,002
        )Contributed surplus allocated to capital stock on exercise of broker compensation warrants
        
        134,520
        
        
        
        -
        
        
        
        17,002Performance bond
        
        -
        
        
        
        28,957
        
        
        
        62,042$
        5,555
        
        
        $
        (139,487
        )
        
        $
        62,042Non-cash investing activitiesResource property expenditures incurred through accounts payable
        $
        (1,182,899
        )
        
        $
        (1,258,952
        )
        
        $
        (2,110,789
        )Resource property expenditures incurred through share issue
        
        ( 5,555
        )
        
        
        ( 63,750
        )
        
        
        -Resource property expenditures incurred through deposits
        
        (274,007
        )
        
        
        -
        
        
        
        -Deposits transferred to resource properties
        
        274,007
        
        
        
        -
        
        
        
        -Resource property expenditures incurred through advances to joint venture
        
        -
        
        
        
        -
        
        
        
        (667,112
        )Advances to joint venture for resource property expenditures
        
        -
        
        
        
        -
        
        
        
        667,112Investments received (delivered) on disposition (acquisition) of mineral property
        
        -
        
        
        
        -
        
        
        
        (81,650
        )Proceeds from acquisition (disposition) of mineral property for investments
        
        -
        
        
        
        -
        
        
        
        81,650$
        (1,188,454
        )
        
        $
        (1,322,702
        )
        
        $
        (2,110,789
        )Interest paid during the year
        $
        -
        
        
        $
        -
        
        
        $
        -Income taxes paid during the year
        
        -
        
        
        
        -
        
        
        
        -
 F-26


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)FEBRUARY 28, 2011
  17.
        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
 These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”). Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States (“U.S. GAAP”) are described and quantified below. Balance sheets 2011
        
        2010Balance,
        
        
        
        
        
        
        
        Balance,
        
        
        
        Balance,
        
        
        
        
        
        
        
        Balance,Canadian
        
        
        
        
        
        
        
        U.S.
        
        
        
        Canadian
        
        
        
        
        
        
        
        U.S.GAAP
        
        
        
        Adjustment
        
        
        
        GAAP
        
        
        
        GAAP
        
        
        
        Adjustment
        
        
        
        GAAPCurrent assets
        $
        19,185,613
        
        
        $
        -
        
        
        $
        19,185,613
        
        
        $
        13,481,481
        
        
        $
        -
        
        
        $
        13,481,481Resource properties (a)
        
        73,563,978
        
        
        
        (73,563,978
        )
        
        
        -
        
        
        
        54,013,565
        
        
        
        (52,910,532
        )
        
        
        1,103,033Advances to joint venture
        
        57,138
        
        
        
        -
        
        
        
        57,138
        
        
        
        36,374
        
        
        
        -
        
        
        
        36,374Deposits
        
        720,686
        
        
        
        -
        
        
        
        720,686
        
        
        
        274,007
        
        
        
        -
        
        
        
        274,007Equipment and fixtures
        
        114,235
        
        
        
        -
        
        
        
        114,235
        
        
        
        163,971
        
        
        
        -
        
        
        
        163,971Performance bond
        
        26,539
        
        
        
        -
        
        
        
        26,539
        
        
        
        43,025
        
        
        
        -
        
        
        
        43,025$
        93,668,189
        
        
        $
        (73,563,978
        )
        
        $
        20,104,211
        
        
        $
        68,012,423
        
        
        $
        (52,910,532
        )
        
        $
        15,101,891Current liabilities
        $
        1,435,004
        
        
        $
        -
        
        
        $
        1,435,004
        
        
        $
        1,700,992
        
        
        $
        -
        
        
        $
        1,700,992Shareholders’ equity (a)
        
        92,233,185
        
        
        
        (73,563,978
        )
        
        
        18,669,207
        
        
        
        66,311,431
        
        
        
        (52,910,532
        )
        
        
        13,400,899$
        93,668,189
        
        
        $
        (73,563,978
        )
        
        $
        20,104,211
        
        
        $
        68,012,423
        
        
        $
        (52,910,532
        )
        
        $
        15,101,891
 Loss for the year 2011
        
        
        
        2010
        
        
        
        2009Loss for the year - Canadian GAAP
        $
        (6,965,552
        )
        
        $
        (7,860,319
        )
        
        $
        (4,574,185
        )Exploration expenditures expensed under U.S. GAAP (a)
        
        (20,653,446
        )
        
        
        (16,150,912
        )
        
        
        (16,835,443
        )Loss for the year - U.S. GAAP
        
        (27,618,998
        )
        
        
        (24,011,231
        )
        
        
        (21,409,628
        )Holding gains (losses) on investments
        
        -
        
        
        
        17,969
        
        
        
        ( 209,138
        )Reversal of unrealized loss
        
        -
        
        
        
        -
        
        
        
        440,973Comprehensive loss - U.S. GAAP
        $
        (27,618,998
        )
        
        $
        (23,993,262
        )
        
        $
        (21,177,793
        )Basic and diluted loss per share - U.S. GAAP
        $
        (0.24
        )
        
        $
        (0.27
        )
        
        $
        (0.33
        )
 F-27


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FEBRUARY 28, 2011
  17.
        **DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES**(cont’d ...)
 Cash flows 2011
        
        
        
        2010
        
        
        
        2009Cash flows from operating activitiesPer Canadian GAAP
        $
        (1,658,905
        )
        
        $
        (4,089,346
        )
        
        $
        1,281,133Expenditures on resource properties
        
        (20,480,601
        )
        
        
        (14,568,213
        )
        
        
        (18,016,212
        )Per U.S. GAAP
        $
        (22,139,506
        )
        
        $
        (18,657,559
        )
        
        $
        (16,735,079
        )Cash flows from investing activitiesPer Canadian GAAP
        $
        (21,532,508
        )
        
        $
        (14,056,216
        )
        
        $
        (21,563,698
        )Expenditures on resource properties
        
        20,480,601
        
        
        
        14,568,213
        
        
        
        18,016,212Per U.S. GAAP
        $
        (1,051,907
        )
        
        $
        511,997
        
        
        $
        (3,547,486
        )
  a)
      Resource properties Mineral properties Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. For U.S. GAAP purposes, the Company capitalizes acquisition costs and expenses as incurred exploration costs relating to mineral properties. When proven and probable reserves are determined for a property and a feasibility study prepared, then subsequent development costs of the property would be capitalized. The capitalized costs of such properties would then be measured periodically for recoverability of carrying values. The Company considers mineral rights to be tangible assets and accordingly, the Company capitalizes costs related to the acquisition of mineral rights. Oil and gas properties The Company follows the full cost method of accounting for oil and gas properties, and accordingly, there are no significant measurement differences with U.S. GAAP. b)
      Adoption of new accounting policies In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements,amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company adopted ASU 2010-06 March 1, 2010. The adoption of ASU 2010-06 did not have a material effect on the Company’s results of operations, financial position, or cash flows. F-28


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FEBRUARY 28, 2011
  18.
      SUBSEQUENT EVENTS On March 3, 2011 the Company granted incentive stock options for the acquisition of a total of up to 4,649,000 common shares exercisable for a five year term expiring March 3, 2016 at the exercise price of $1.30 per share. These options vested at the date of grant. On May 3, 2011 the Company paid to Bendon US$500,000 being the final instalment due under the November 2010 corporate advisory fee agreement set out in Note 5(a). On June 1, 2011 the Company entered into a new corporate advisory agreement with Bendon which provides for the payment of USD $1,000,000 for the 12 month period ending June 1, 2012 with two payments of USD $500,000 each, to be paid in June (paid) and September 2011. On July 20, 2011 the CEO was awarded a cash bonus of $310,835 by the Company's Board of Directors in recognition of successful financing efforts in calendar 2010. F-29


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