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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 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, 2010
or** **[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the transition period from ___________________ to ______________________ Commission file number: 0-30614 or **[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**EXCHANGE ACT OF 1934Date 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 81 PagesThe Exhibit Index is located on Page 80


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2Securities 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. 102,948,885 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [   ] No [ X ] If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes [   ] No [ X ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [ X ] No [   ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [ X ] Indicate by check mark which 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, 2010 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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4SECURITIES AND EXCHANGE COMMISSIONFORM 20-F TABLE OF CONTENTSPage NoGLOSSARY OF OIL AND GAS TERMS
     9GLOSSARY OF MINING TERMS
     10PART I
     
     12ITEM 1.
     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
     12ITEM 2.
     OFFER STATISTICS AND EXPECTED TIMETABLE
     12ITEM 3.
     KEY INFORMATION
     12A.
     Selected Financial Data
     12B.
     Capitalization and Indebtedness
     13C.
     Reasons For The Offer and Use of Proceeds
     14D.
     Risk Factors
     14WE MAY NOT SUCCEED IN DISCOVERING COMMERCIAL QUANTITIES OF *MINERALS OR OIL AND GAS ON OUR EXPLORATION PROJECTS, QUANTITIES WHICH HAVE NOT BEEN ESTABLISHED BY OUR EXPLORATION EFFORTS TO DATE*
     14THE 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
     14OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT *ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES*
     14OUR 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
     14OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITIES GOLD AND OIL AND GAS, AND THE MARKET PRICES FOR THESE ARE SUBJECT TO HIGH VOLATILITY
     15THE 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
     15WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS ANDEXPERIENCE OF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION
     15WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE
     15WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION
     15


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5 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 OURSHARES IN THE UNITED STATES
     16OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARENOT FULLY INSURED AGAINST ALL OPERATING HAZARDS *OUR COMPETITORS IN THE MINERAL AND OIL AND GAS EXPLORATION*
     16INDUSTRIES INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICHHAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TOCARRY OUT ACTIVITIES
     16WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL AND THE REPUBLIC OF ARGENTINA, EACH OF WHICH COUNTRIES POSSESSES COMPLEXREGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR ANDCHALLENGING CONDITIONS AFFECTING OUR OPERATIONS
     16OUR ACTIVITIES IN MINERAL AND OIL AND GAS EXPLORATION SUBJECT US *TO A WIDE ARRAY OF ENVIRONMENTAL AND RELATED REGULATIONS*WHICH CAN BE COSTLY AND TIME-CONSUMING TO COMPLY WITH
     17WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THEFORESEEABLE FUTURE
     18THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TOCONTINUE TO BE SUBJECT TO WIDE FLUCTUATIONS
     18ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGEMENTS *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*
     18CONSEQUENCES
     18ITEM 4.
     INFORMATION ON THE COMPANY
     19A.
     History and Development of the Company
     19Acquisition of the Santa Rosa Property, Argentina
     19Agreements with Surge Global Energy, Inc.
     20Participation of Otto Energy Ltd.
     20Acquisition of the OJVG Property, Sénégal
     20B.
     Business Overview
     21C.
     Organizational Structure
     22D.
     Property, Plants and Equipment
     22Santa Rosa Property, Argentina
     23Title
     23Location, Access & Physiography
     24Exploration History
     24Regional and Local Geology
     24Stratigraphy
     24Santa Rosa Project Property Location Map
     25Geochemistry and Hydrocarbon Migration
     26Structure
     27Sediment Distribution
     27Drilling of Well OLE.MD.SRE X-2001
     28Doing Business in Argentina
     28Political and Legal System
     28The Oil and Gas Industry in Argentina
     29OJVG Property, Sénégal
     30Title
     30Location, Access & Physiography
     31


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6 Plant and Equipment
     31Regional and Local Geology
     32Property Geology
     32Structural Geology
     33Deposit Types
     34Mineralization
     35Exploration  General
     38Exploration Program 2005  Financial year ending February 28, 2006
     39Exploration Program 2006  Financial year ending February 28, 2007
     40Exploration Program 2007  Financial year ending February 29, 2008
     41Exploration Program 2008  Financial year ending February 28, 2009
     42Exploration Program 2009  Financial year ending February 28, 2010
     42Technical Report dated January 15, 2009
     43Preliminary Feasibility Study dated August 2009
     43Doing Business in Sénégal
     43ITEM 4A.
     UNRESOLVED STAFF COMMENTS
     45ITEM 5.
     OPERATING AND FINANCIAL REVIEW AND PROSPECTS
     45A.
     Operating Results
     45Significant Accounting Policies
     47Resource Properties
     47Stock-based compensation
     48Fiscal Year Ended February 28, 2010 Compared to Fiscal Year EndedFebruary 28, 2009
     48Fiscal Year Ended February 28, 2009 Compared to Fiscal Year EndedFebruary 29, 2008
     48Fiscal Year Ended February 29, 2008 Compared to Fiscal Year EndedFebruary 28, 2007
     49B.
     Liquidity and Capital Resources
     49February 28, 2010 Compared to February 28, 2009
     50February 28, 2009 Compared to February 29, 2008
     51February 29, 2008 Compared to February 28, 2007
     51Material Differences between Canadian and U.S. Generally Accepted Accounting Principles
     52Outlook
     52C.
     Research and Development, Patents and Licenses, etc.
     52D.
     Trend Information
     52E.
     Off-Balance Sheet Arrangements
     53F.
     Tabular Disclosure of Contractual Obligations
     53G.
     Safe Harbour
     53ITEM 6.
     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
     53A.
     Directors and Senior Management
     53B.
     Compensation
     55C.
     Board Practices
     56D.
     Employees
     57E.
     Share Ownership
     57ITEM 7.
     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
     58A.
     Major Shareholders
     58B.
     Related Party Transactions
     58C.
     Interests of Experts and Counsel
     59


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7 ITEM 8.
     FINANCIAL INFORMATION
     59A.
     Consolidated Statements and Other Financial Information
     59B.
     Significant Changes
     59ITEM 9.
     THE OFFER AND LISTING
     59A.
     Offer and Listing Details
     59B.
     Plan of Distribution
     60C.
     Markets
     60D.
     Selling Stockholders
     60E.
     Dilution
     61F.
     Expenses of the Issue
     61ITEM 10.
     ADDITIONAL INFORMATION
     61A.
     Share Capital
     61B.
     Memorandum and Articles of Association
     61C.
     Material Contracts
     63D.
     Exchange Controls
     63E.
     Taxation
     65Material Canadian Federal Income Tax Consequences
     65Dividends
     65Capital Gains
     66Material United States Federal Income Tax Consequences
     66U.S. Holders
     67Distributions on Common Shares of the Company
     67Foreign Tax Credit
     68Information Reporting and Backup Withholding
     68Disposition of Common Shares of the Company
     68Currency Exchange Gains or Losses
     68Other Considerations
     69Foreign Personal Holding Company
     69Foreign Investment Company
     69Passive Foreign Investment Company
     69Controlled Foreign Corporation
     70F.
     Dividends and Paying Agents
     71G.
     Statements by Experts
     71H.
     Documents on Display
     71I.
     Subsidiary Information
     71ITEM 11.
     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     71ITEM 12.
     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
     72PART II
     
     72ITEM 13.
     DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES
     72ITEM 14.
     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERSAND USE OF PROCEEDS
     73ITEM 15.
     CONTROLS AND PROCEDURES
     73EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
     73MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING
     73CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
     75


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8 ITEM 16
     [RESERVED]
     75ITEM 16A.
     AUDIT COMMITTEE FINANCIAL EXPERT
     75ITEM 16B.
     CODE OF ETHICS
     75ITEM 16C.
     PRINCIPAL ACCOUNTANT FEES AND SERVICES
     75ITEM 16D.
     EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
     76ITEM 16E.
     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
     76PART III
     
     76ITEM 17.
     FINANCIAL STATEMENTS
     76ITEM 18.
     FINANCIAL STATEMENTS
     76ITEM 19.
     EXHIBITS
     76SIGNATURES
     79EXHIBIT INDEX
     80


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


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


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


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12PART 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, 2010 are not necessarily indicative of results for future periods. INFORMATION IN ACCORDANCE WITH CANADIAN GAAP: Year Ended February 28 or 292010
     2009
     2008
     2007
     2006(a)
     Total revenue
     $0
     $0
     $0
     $0
     $0(b)
     Earnings (loss) from continuing operations(1)Total
     ($7,860,319)
     ($4,574,185)
     ($1,377,648)
     ($1,801,883)
     ($2,702,526)Per Share (1)
     ($0.09)
     ($0.07)
     ($0.02)
     ($0.04)
     ($0.09)(c)
     Total assets
     $68,012,423
     $49,368,607
     $48,205,346
     $27,405,610
     $11,268,010(d)
     Total long-term debt
     $0
     $0
     $0
     $0
     $0(e)
     Capital stock
     $82,876,200
     $58,528,199
     $57,509,011
     $34,635,509
     $19,964,141(f)
     Total shareholders equity
     $66,311,431
     $47,036,248
     $46,060,061
     $24,117,196
     $10,550,846(g)
     Cash dividends declared per share
     n/a
     n/a
     n/a
     n/a
     n/a(h)
     Net earnings (loss) for the periodTotal
     ($7,860,319)
     ($4,574,185)
     ($1,377,648)
     ($1,801,883)
     ($2,702,526)Per Share (1)
     ($0.09)
     v0.07)
     ($0.02)
     ($0.04)
     ($0.09)Number of shares
     88,046,230
     65,264,018
     56,740,221
     42,853,558
     29,511,921
  (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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13 INFORMATION IN CONFORMITY WITH US GAAP: Year Ended February 28 or 292010
     2009
     2008
     2007
     2006(a)
     Total revenue
     $0
     $0
     $0
     $0
     $0(b)
     Earnings (loss) from continuing operationsTotal
     ($24,011,231)
     ($21,409,628)
     ($11,635,349)
     ($9,659,151)
     ($3,285,319)Per Share1
     ($0.27)
     ($0.33)
     ($0.21)
     ($0.23)
     ($0.11)(c)
     Total assets
     $15,101,891
     $12,608,987
     $28,281,169
     $17,739,134
     $10,982,762(d)
     Total long-term debt
     $0
     $0
     $0
     $0
     $0(e)
     Capital stock
     $82,876,200
     $58,528,199
     $57,509,011
     $34,635,509
     $19,964,141(f)
     Total shareholders equity
     $13,400,899
     $10,276,628
     $26,105,884
     $14,450,720
     $10,265,598(g)
     Cash dividends declared per share
     n/a
     n/a
     n/a
     n/a
     n/a(h)
     Net earnings (loss) for the periodTotal
     ($24,011,231)
     ($21,409,628)
     ($11,635,349)
     ($9,659,151)
     ($3,285,319)Per Share1
     ($0.27)
     ($0.33)
     ($0.21)
     ($0.23)
     ($0.11)
  (1)
     The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses are the same.
  The Company has not declared or paid any dividends in any of its last five financial years. In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars. On June 30, 2010 the exchange rate, based on the noon buying rate published by The Bank of Canada for the conversion of Canadian dollars into United States dollars (the Noon Rate of Exchange) was $0.9429. The following table sets out the high and low exchange rates for each of the last six months. 2010June
     May
     April
     March
     February
     JanuaryHigh for period
     0.9805
     0.9885
     1.0039
     0.9888
     0.9597
     0.9755Low for period
     0.9429
     0.9278
     0.9803
     0.9596
     0.9316
     0.9384
  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 292010
     2009
     2008
     2007
     2006Average for the period
     0.9036
     0.9050
     0.9560
     0.8790
     0.8347
  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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14 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. WE MAY NOT SUCCEED IN DISCOVERING COMMERCIAL QUANTITIES OF MINERALS OR OIL AND GAS ON OUR EXPLORATION PROJECTS, QUANTITIES WHICH HAVE NOT BEEN ESTABLISHED BY OUR EXPLORATION EFFORTS TO DATE The Company is seeking mineral deposits, including oil and gas deposits, on exploration projects where there are not yet established commercial quantities. There can be no assurance that economic concentrations of minerals, including oil and gas, will be determined to exist on the Companys property holdings within existing investors investment horizons or at all. The failure to establish such economic concentrations could have a material adverse outcome on the Company and its securities. The Companys planned programs and budgets for exploration work are subject to revision at any time to take into account results to date. The revision, reduction or curtailment of exploration programs and budgets could have a material adverse outcome on the Company and its securities. 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 projects are located in the Republic of Sénégal in West Africa and in the Republic of Argentina in South America. 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 those countries and in some cases of political subdivisions within those countries. 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 and oil and gas 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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15 OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITIES GOLD AND OIL AND GAS, AND THE MARKET PRICES FOR THESE ARE SUBJECT TO HIGH VOLATILITY The Companys exploration projects seek gold at the OJVG Gold Project and oil at the Santa Rosa Project. While each of these commodities have recently been the subject of significant price increases from levels prevalent earlier in the decade, there can be no assurance that such price levels will continue, or that investors evaluations, perceptions, beliefs and sentiments will continue to favour both or either of these target commodities. An adverse change in these commodities prices, or in investors beliefs about trends in those prices, could have a material adverse outcome on the Company and its securities. The price of oil within Argentina is set by government policy and regulation below the prevailing world price. The economic evaluation of the Santa Rosa Project is subject to the pricing of oil within Argentina. An adverse change in the policy and regulation in Argentina of the price of oil 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 and oil and gas exploration and development has been subject to significant increase in recent months. 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 Explorations. 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, 2010 was $27,527,900 according to Canadian GAAP and $80,438,432 according to US GAAP. The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet determined that development activity is warranted on any of its properties. Even if the Company does undertake development activity on certain of its properties, the Company may continue to incur losses beyond the period of commencement of such activity. There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future. 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 major resource companies that can provide such expertise. There can be no assurance that the Company will have available to it the necessary expertise when and if the Company places its resource properties into production.


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16 WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATES WHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, AND THEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE UNITED STATES The capital stock of the Company would be classified as penny stock as defined in Reg. § 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the 1934 Act). In response to perceived abuse in the penny stock market generally, the 1934 Act was amended in 1990 to add new requirements in connection with penny stocks. In connection with effecting any transaction in a penny stock, a broker or dealer must give the customer a written risk disclosure document that (a) describes the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) describes the brokers or dealers duties to the customer and the rights and remedies available to such customer with respect to violations of such duties, (c) describes the dealer market, including bid and ask prices for penny stock and the significance of the spread between the bid and ask prices, (d) contains a toll-free telephone number for inquiries on disciplinary histories of brokers and dealers, and (e) defines significant terms used in the disclosure document or the conduct of trading in penny stocks. In addition, the broker-dealer must provide to a penny stock customer a written monthly account statement that discloses the identity and number of shares of each penny stock held in the customers account, and the estimated market value of such shares. The extensive disclosure and other broker-dealer compliance related to penny stocks may result in reducing the level of trading activity in the secondary market for such stocks, thus limiting the ability of the holder to sell such stock. OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS Although management believes the operator of any properties in which the Company and its subsidiaries may acquire interests, will acquire and maintain appropriate insurance coverage in accordance with standard industry practice, the Company and its subsidiaries may suffer losses from uninsurable hazards or from hazards which the operator has chosen not to insure against because of high premium costs or other reasons. The Company and its subsidiaries intend to engage in participating in the drilling of both exploratory and development wells. Exploratory wells have much greater dry hole risk than do wells that are drilled offsetting established production. The Company and its subsidiaries may become subject to liability for pollution, fire, explosion, blowouts, cratering and oil spills against which it cannot insure or against which it may elect not to insure. Such events could result in substantial damage to oil and gas wells, producing facilities and other property and personal injury. The payment of any such liabilities may have a material, adverse effect on the Company's financial position. OUR COMPETITORS IN THE MINERAL AND OIL AND GAS EXPLORATION INDUSTRIES 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 yield any reserves or result in any commercial mining operation.The oil and gas industry is also intensely competitive and the Company competes with other companies that have greater resources. Many of such companies not only explore for and produce crude oil and natural gas but also carry on refining operations and market petroleum and other products on a world-wide basis. There is also competition between the oil and gas industry and other industries with respect to the supply of energy and fuel to industrial, commercial and individual customers. WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL AND THE REPUBLIC OF ARGENTINA, EACH OF WHICH COUNTRIES POSSESSES COMPLEX REGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR AND CHALLENGING CONDITIONS AFFECTING OUR OPERATIONS Currently, the Companys only properties are located in Argentina and Sénégal. Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, political instability and political risk. Both mineral exploration and mining activities and oil and gas exploration and production activities in foreign countries may be affected in varying degrees by political stability and government regulations relating to the mining industry and the oil and gas industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use and workplace safety. In particular, the status of Argentina and Sénégal as developing countries may make it more difficult for the Company to obtain any required production financing for its properties from senior lending institutions. In addition, Argentina experienced significant economic and political instability during the period 1999 to 2004 from which it is currently recovering. Argentina defaulted on its loans during the unstable period and has only recently completed with the International Money Fund agreed remedial measures. Jurisdiction over oil and gas resources has recently passed from the federal government to the provincial governments in Argentina, and the establishment by the provinces of a regulatory and oversight regime is not yet complete. The Company maintains the majority of its funds in Canada and only forwards sufficient funds to meet current obligations and overhead in Argentina. The Company does not believe that any currency restrictions that may be imposed in Argentina would have a prolonged impact on the Companys exploration activities.


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17 The Company has entered into contractual arrangements with the Government of Sénégal that contain time-sensitive performance requirements. Further, the Company will be dependent on the receipt of government approvals or permits for the timely performance of its exploration activities and any delays in obtaining such approvals or permits could affect the status of the Companys contractual arrangements or its ability to meet its contractual obligations and could result in the loss of its interest in mineral properties. OUR ACTIVITIES IN MINERAL AND OIL AND GAS EXPLORATION 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 or oil and gas properties and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required to commence production on its properties will be obtained. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities or oil and gas extraction facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. The Companys potential production operations and exploration activities in Argentina and Sénégal are subject to various federal and provincial laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, workplace safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance, however, that all permits the Company may require for construction of mining facilities and conduct of mining operations or of oil and gas extraction facilities and conduct of operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any mining or oil and gas project the Company might undertake. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or oil and gas exploration or extraction operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining or oil and gas companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in development of new mineral exploration or oil and gas properties.


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18 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 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 $1.43 to a low of $0.58 in the period beginning March 1, 2009 and ending on the date of this Annual Report. There can be no assurance that these price fluctuations and volatility will not continue to occur. ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS The Company and its officers and all but one of its directors are residents of countries other than the United States, and all of the Company's assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgements obtained in United States courts, including judgements predicated upon the civil liability provisions of United States federal securities laws or state securities laws. The Company believes that a judgement of a United States court predicated solely upon civil liability under United States securities laws would probably be enforceable in Canada if the United States court in which the judgement was obtained has a basis for jurisdiction in the matter that was recognised by a Canadian court for such purposes. However, there is doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws. UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITED STATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITY CONSEQUENCES The Company, as a foreign corporation with U.S. stockholders, could potentially be treated as a passive foreign investment company (PFIC) for U.S. tax purposes. U.S. stockholders owning shares of a PFIC can be subject to adverse tax consequences. In general, the Company would be considered a PFIC if: 75% or more of its gross income in a taxable year is passive income such as dividends and interest; or, the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%. A U.S. stockholder owing shares of a PFIC, who does not make certain elections for tax purposes, is subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned. Also, gain realized on the disposition of common shares of the PFIC would be treated as ordinary income rather than capital gains. If U.S. stockholders are subject to adverse tax consequences related to their ownership of the Companys stock, they might be less willing to acquire the stock, which could result in reduced market activity and liquidity for the stock.


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19 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. Subsequent to February 28, 2009, effective May 4, 2009 Cynthia became 67.52% owned by Irie as described under Letter of Intent with Otto Energy Ltd. below. During the fiscal year ended February 28, 2010, the Company reacquired, at no cost, the other 32.48% interest in Cynthia from Otto Energy Limited. 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. Acquisition of the Santa Rosa Property, Argentina As of the date of this report, the Company has a 100% interest in the Santa Rosa Property, as more fully described under Item 4 - Information on the Company - D. Property, Plants and Equipment below. On September 29, 2000, the Company, through its subsidiary Exploraciones Oromin, S.A. (EOSA), submitted a bid to the Secretariat of Energy of the Republic of Argentina to acquire certain oil and gas rights in the Cuyana Basin of central Argentina. In March 2001, the Secretariat of Energy of the Republic of Argentina approved the Companys bid to acquire a 100% interest in those certain oil and gas exploration rights, which are located in the Province of Mendoza (the Santa Rosa Property). In January 2007 the federal government of the Republic of Argentina agreed to the assumption by the Province of Mendoza of jurisdiction over hydrocarbon resources in the province. On April 30, 2008 the government of the Province of Mendoza issued Decree 1018/2008 which formally granted exploration and exploitation rights to EOSA over the oil and gas concession comprising the Santa Rosa Property. Pursuant to the decree the Company is committed to incur exploration expenditures of US$600,000 by May 1, 2011, which has taken place.


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20 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. Also pursuant to the April 30, 2008 decree, the Company was required to and did put in place a performance bond to guarantee a minimum US$600,000 exploration expenditure. Agreements with Surge Global Energy, Inc. By a series of agreements over the period June 2002 through February 2005 the Company, through its subsidiaries, conveyed an effective 17.52% interest in the Santa Rosa Property to Surge Global Energy, Inc., a corporation whose shares trade on the OTC Bulletin Board market in the United States, in consideration of the payment by Surge during the 2005 fiscal year of US$600,000 in cash and the issue to a subsidiary of the Company of 1,000,000 shares of Surge. The cash payment was translated as $832,680 and the Surge shares ascribed a fair value of $1,377,940 at the time received, and a subsidiary of the Company which indirectly holds the Santa Rosa Project issued common shares to Surge to establish Surges agreed 17.52% interest. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares on the open market. Effective March 25, 2008 the Company acquired back from Surge the 17.52% interest in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of Surges shares, of which 750,000 were the balance of the shares originally obtained after the sales described above, and 250,000 were acquired from a director and senior officer of the Company as set out in Note 5. A director of the Company served as a director of Surge from August 2002 until April 2007. Participation of Otto Energy Ltd. 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. The transaction closed May 4, 2009, and from that date the shareholders of Cynthia funded the ongoing costs of the Santa Rosa Property in the proportions 67.52% the Company and 32.48% Otto. During the financial year ended February 28, 2010, 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. Acquisition of the OJVG 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 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 Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure requirement was met and in December 2008, OJVG Ltd. was granted a further twelve month extension, expiring on December 22, 2009.


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21 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. Due to the negative economic results estimated by this study, SRK recommended that OJVG: 
     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;
     Optimize the preliminary feasibility study to allow for the known opportunities to be investigated and new opportunities to be sought; and
     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 final 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 the feasibility study currently being prepared by SRK Consulting and Ausenco Limited and due for completion in July of this year. 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 plus USD $6.50 per ounce of gold produced. 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. 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 March 2001, the Company acquired a 100% interest in the oil and gas exploration rights for the Santa Rosa Property in central Argentina and exploration of the Santa Rosa Property is now one of the two principal business activities of the Company. In June 2002, the Company, through its wholly owned subsidiary Cynthia Holdings Limited (Cynthia), agreed to sell an effective 50% interest in its Santa Rosa Property. The Agreement was amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited, received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge). As described in Agreements with Surge Global Energy, Inc.above, in March 2008 the Company acquired back from Surge the 17.52% interest. 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, 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. 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.


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22 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, as more completely set out under Item D. Property Plants and Equipment  Santa Rosa Property, Argentina below.(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 properties of the Company are in the exploration stage only and are without known reserves. The Company has not had any revenue from any resource products in the last three fiscal years.


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23 Santa Rosa Property, Argentina Dr. Norman Haimila, Ph.D., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information concerning the Santa Rosa Property in this document. Title The Company owns, through its Argentina subsidiary, Exploraciones Oromin, S.A. (EOSA), a 100 per cent interest in exploration block CCyB-9 (Cuenca Cuyana y Bolsones 9) (the Santa Rosa Property) pursuant to Resolution No. 2 issued by the Secretariat of Energy and Mining on March 16, 2001 pursuant to International Public Bidding No. E-01/92 (Plan Argentina), Fiftieth Bid. The Resolution grants EOSA an Exploration Permit to explore for hydrocarbons over the area covered by the exploration block for three exploration periods totalling six years. The Exploration Permit will be converted to an Exploitation Permit if commercial quantities of hydrocarbons are found. The Exploitation Permit allows for the extraction of hydrocarbons for a period of twenty-five (25) years with a possible ten (10) year extension. In January 2007 jurisdiction over hydrocarbon resources in Argentina passed from the federal government to the provincial governments. The government authorities of the Province of Mendoza by their Decree 1018/2008 awarded the Exploration Permit for block CCyB-9 to EOSA on April 30, 2008. The Santa Rosa Property is subject to a royalty in favour of Dr. Norman Haimila which, at the option of Dr. Haimila, is equal to a 1% gross overriding royalty interest on all products including hydrocarbons produced from the Santa Rosa Project or 0.5% of the gross value of the non-government share of the anticipated recoverable hydrocarbons (estimated ultimate recoverable) as determined by a mutually agreed upon independent evaluation and payable at the first production On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002. The Agreement has been amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest. Surge has elected not to acquire any further interest in the Santa Rosa Property. As described in Agreements with Surge Global Energy, Inc.above, in March 2008 the Company acquired back from Surge the 17.52% interest. 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. In December 2008 Irie and Otto approved a program and budget for the next phase of exploration, at an estimated cost of USD $4.163 million  subsequently modified to USD $3.574 million  consisting of interpretation of seismic data, completion of environmental studies, and drilling one exploration well. The first USD $1.4 million of this program was funded by Otto as set out above, and the balance of USD $2.174 million was funded USD $1.468 million by the Company (67.52%) and USD $0.706 million by Otto (32.48%). All future exploration and development of the Santa Rosa Property was to be borne proportionately by each party or they would suffer dilution. During July 2009 EOSA carried out the drilling of the first exploration well, within the budget, which did not encounter hydrocarbons and was plugged and abandoned. Irie is currently assessing the scope for further work on the CCyB-9 concession with a view to developing additional targets on this large tenement, if seismic and other exploration analysis yet to be carried out indicate the existence of further prospective targets. The Company subsequently reacquired, at nominal cost, the 32.48% interest in Cynthia held by Otto. Irie is seeking third party participation in all material costs of further work.


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24 Location, Access & Physiography The Santa Rosa Property is comprised of exploration block CCyB-9, covering 7,694 square kilometres in the Cuyana basin in the Province of Mendoza in central Argentina. The Santa Rosa Property is situated over the dome centred on 33°15'S Latitude and 67°40'W Longitude. The block extends from 52km to 130km east of the city of Mendoza and extends north from Rio Tunuyan for approximately 100km. The centre of this area is approximately 925km, west of Buenos Aires, the capital city of Argentina. The property location map directly follows this page. The National Highway Ruta 7 lies within and along the southern boundary of the block sub-parallel to Rio Tunuyan as do gas and oil pipelines. A railroad also used to run along this corridor but operations on it have been suspended. At present there is no plant or equipment on the Santa Rosa Property that is related to the Exploration Permit. The Santa Rosa Property is situated on the gentle eastern slope of the Andes. The western side of the block is approximately 600m above sea level. Local elevations only vary about 20m over fairly large areas. The region is arid with scrub brush covering low stabilised dune fields. Irrigated farmland exists along the Rio Tunuyan and ranching occurs in the desert areas. Exploration History The Cacheuta Field, located in the northwest corner of the Cuyana Basin, was the oldest field in Argentina, producing oil as early as 1886. Some of the larger fields in the Cuyana Basin were discovered during the 1930s and most have been in full production since the late 1950s and early 1960s. The decline profiles for these fields, before secondary recovery projects were implemented, varied from 6% to 9% per year. There are 1,129km of regional seismic coverage consisting of a regional grid approximately 20km by 20km over most of the block and a more closely spaced (approximately 3km by 5km) grid over the southwest corner of the Santa Rosa Property. An additional 26.5km of seismic vibrator stations and 30.5km of seismic receiver stations were acquired by Oromin during late 2001 for the purpose of tracing seismic events from the regional grid to the crest of Santa Rosa Dome. One well was drilled along the southern boundary of the Santa Rosa Property (Jaguel La Esperanza x-4) as part of a four well drill program mainly in the Nacuñan Block in 1963. The Santa Rosa Este x-1001 well was drilled in 1994 and the Santa Rosa x-2 well was drilled in 1995. None of these wells were diagnostic tests of the present prospect concept. Regional and Local Geology The Cuyana Basin is situated in west central Argentina between 32°S and 34°30'S Latitude. Related basins extend from 28°S to 36°S Latitude. The Cuyana Basin is part of a graben complex that includes the Los Tordillos, Nacuñan, Tupungato, Cacheuta and California Subbasins and depocentres. The main bounding faults are located to the southwest of the Cuyana Basin and northeast of the Beazley and Mascasin Subbasins. Several crosscutting faults connect the two boundary fault zones. Late Triassic alluvial and lacustrine sediments fill the deeper portions of the graben complex and are unconformably overlain by Jurassic conglomerates and by Early Cretaceous volcanics which, in turn, are overlain by Early and Late Tertiary clastics and evaporites. Erosion during the Jurassic, Late Cretaceous and Middle Tertiary has left the central portions and the margins of the graben complexes almost devoid of the originally deposited sediments. Since the Late Oligocene the whole area has been covered by post-Andean continental clastics. Compression, both during the early erosional episodes and since the uplift of the Andes, has resulted in longitudinal and transverse arching between the Cuyana and Beazley-Mascasin subbasins forming the large central regional arch and its superimposed domes. Stratigraphy Basement in the Cuyana area is composed of Precambrian granites and gneisses that are overlain by Paleozoic sediments and Permo-Triassic volcanics.


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26 Sedimentation during the Late Triassic was initiated with fanglomerates from alluvial fans filling local depressions within the grabens. These red-bed sediments, volcaniclastics and flows are known as the Rio Mendoza Formation and the included Las Cabras Formation. The Las Cabras Formation is unconformably overlain by the transgressive coarse-grained sandstones of the Potrerillos Formation that grades upward into finer-grained sandstones and dark bituminous shales with interbedded tuffaceous beds. The Potrerillos Formation that may be up to several hundred meters thick is gradationally overlain by the Cacheuta Formation composed of bituminous black shales and mudstones containing thin layers of tuffs. The Cacheuta Formation may be a couple of hundred meters thick, thinning to zero at the margins of the basin due to depositional thinning and erosion. The Cacheuta Formation is the richest source rock in the basin. The Cacheuta Formation grades upward into the regressive Rio Blanco Formation that is composed of grey siltstones and shales with interbeds of fine-to-medium grained sandstones. The Rio Blanco Formation may be over 800m thick in the Cuyana Basin, thinning to zero at the margins of the basin and around arches by depositional thinning and erosion. The Triassic section is truncated by a regional unconformity that, locally, may have removed the entire sequence. It is overlain by reddish conglomerates and sandstones of Jurassic to Lower Cretaceous Barrancas Formation up to 150m thick. The Barrancas Formation is in turn, unconformably overlain by up to 180m of volcanic flows of the Punta de las Bardas Formation in the centre of the basin. Also in the centre of the basin are up to 150m thick remnants of the Early Tertiary Papagayos and Divisadero Largo Formations. Following a depositional hiatus in which the Andes Mountains began to form, the truncated Early Tertiary and earlier sediments were unconformably overlain by the Late Tertiary Mariño Formation. The Mariño Formation begins with the Conglomerate Violaceo that is composed of conglomerates and sandstones at its base in the west and grades upward and eastward into argillaceous sandstone. Away from the Andean source areas the overlying Mariño Formation contains higher proportions of mudstones that merge upward into shaley tuffaceous sandstones of the Lower Grey Tuffs and then other Late Tertiary Formations. The Late Tertiary sediments may be thousands of meters thick and represent the post-orogenic sedimentation from the Middle Tertiary Andean Orogeny. Geochemistry and Hydrocarbon Migration Over 350 exploration wells have been drilled in the Cuyana Basin of which 78 wells have been classified as discoveries. Recoverable Reserves have been found in 26 combined oil and gas fields of which less than 19 are significant producers. These fields are primarily found as almost continuous oil accumulations along the crests of two sub-parallel, asymmetric, faulted anticlinal trends. The separations between fields were the result of stratigraphic variations cutting across the structural axis. Five of the fields along the southwest side of the basin had strong stratigraphic pinch-out components but no similar traps have been found yet along the northeast side of this basin. The organic-rich lacustrine shales of the Cacheuta Formation and shales within the adjacent Potrerillos and Rio Blanco Formations are the source rocks for the hydrocarbons generated in the basin. The Cacheuta Formation shale in the middle of the Triassic section contains Total Organic Carbon of 4% of which 70% to 100% is Type I Kerogen. Any sealed sandstone beneath the Mariño Formation may constitute a reservoir rock and to a lesser degree sandstones within the Late Tertiary section. Based on a geothermal burial history in the Beazley Basin the Cacheuta Formation should have been buried to depths greater than 2400 meters and preferably to depths greater than 2800 meters in order for it to reach maturity and to generate hydrocarbons. A small area of the Cacheuta Subbasin between the two productive anticlines and the main part of the Cuyana Basin consisting of the Tupungato and California Subbasins in front of the Precordillera should be the main sites of hydrocarbon generation in Mendoza Province. Only small portions of the Los Tordillos, Nacuñan and Beazley Subbasins have been buried deeply enough to have generated early maturing hydrocarbons.


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27 Because the great bulk of the sediments have been deposited since the Middle Tertiary Andean Orogeny and deep burial is required for the maturation of the Cacheuta and adjacent source beds, most of the hydrocarbon generation occurred between the Oligocene and the Present. The Vizcacheras Field only had access to hydrocarbons that migrated from the Tupungato Subbasin and additional hydrocarbons likely migrated from this subbasin into existing fields along the axis of the eastern anticline. Any hydrocarbons generated to the east of the axis of the depocenter in front of the Precordillera should have migrated out of the basin into the large regional arch and its superimposed domes between the Cuyana and Beazley Subbasins. Structure During the late Permian and Early Triassic, a series of en echelon grabens developed behind an island-arc along the western margin of South America. The Triassic sediments were deposited within these grabens. Compression across the graben complex after its initial development caused the fault blocks in the central portion of the graben to become domed. Depositional thinning and subsequent erosion around the margins of basins and across the domal structures resulted in thin Triassic sections being preserved within the Santa Rosa CCyB-9 Block. Subsequent periods of uplift and erosion in the Cretaceous and Tertiary resulted in the Barrancas, Punta de las Bardas and Papagayos Formations being truncated against the flanks of the arches. A thin section (less than 60m) of the Las Cabras Formation and an even thinner section of the lower Potrerillos Formations are interpreted to have been preserved below the Tertiary Unconformity across the Central Dome. Great thicknesses of post-Andean sediments spread from the rising mountains in the west with over 1000m of Late Tertiary sediments remaining over Santa Rosa Prospect. Although the region is still tectonically active, post-Oligocene compression has caused only minor reactivation of faults within the Central Dome but the areas between the faults have continued to flex. Sediment Distribution Based on seismic interpretations and well penetrations the Triassic sedimentary section preserved beneath the Late Tertiary unconformity varies from zero to 850m along the western boundary of the block and thins to less than 90m over the culmination of the dome. The Triassic section thickens to over 175m in the graben in which the Santa Rosa Este x-1000 well was drilled and thickens to 608m at the southern boundary of the CCyB-9 Block in the Jaquel La Esperanza x-4 well. Where the Triassic section is in the order of 250m thick there is the potential for the Cacheuta Formation source beds to be preserved beneath the unconformity marked by the Conglomerate Violaceo. Even in the Santa Rosa x-2 well where less than 150m of Triassic section lies on basement, the Triassic section may consist of a depositionally thinned Potrerillos sequence overlain by what appears to be Cacheuta Formation shales and possibly even a thin remnant of the Rio Blanco Formation. The Cacheuta Formation likely subcrops in an irregular band along the western flank of the dome within the Santa Rosa CCyB-9 Block. It is also buried deeply enough, locally, within the western portion of the block to be capable of generating oil with bottom hole temperatures in the Santa Rosa x-2 reaching 223 degrees F. at a depth of 2050m. Any oil generated would migrate up-dip through porous and permeable Triassic sediments until the Middle Tertiary unconformity were reached. The Conglomerate Violaceo at the Tertiary unconformity would become the conduit for migration into the dome where porous and permeable sediments were present. The Conglomerate Violaceo varies from over 100m thick around the flanks of the dome to approximately 8m thick near the culmination of the dome. Locally, the Conglomerate Violaceo may have an argillaceous matrix and the porosity and permeability diminish to sub-economic levels. Seismic programs have traced the seismic events that represent the Triassic-Tertiary unconformity from its position in the Santa Rosa Este x-1001 well, where the unconformity was intersected, to areas near the top of the Santa Rosa Dome Culmination. The character of the seismic reflections above and below the Triassic-Tertiary unconformity will be studied to determine approximate interval thicknesses and reflection amplitudes to indirectly indicate prospective zones within the Conglomerate Violaceo and the underlying Potrerillos and Las Cabras Formations.


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28 Drilling of Well OLE.MD.SRE X-2001 As set out above, during July 2009 EOSA carried out the drilling of the first exploration well, which did not encounter hydrocarbons and was plugged and abandoned. The Company is presently examining additional targets on its Santa Rosa Property and seeking partners for future work on the property. Doing Business in Argentina The following briefly summarizes the Company's understanding of the economic and political climate in Argentina based on research and information compiled by the Company from various sources which it believes to be reliable: Political and Legal System Under its Constitution, Argentina is organised as a federal republic on lines similar to those of the United States. The country is currently divided into 23 provinces and the federal capital, the City of Buenos Aires. The federal government consists of the executive branch, which is headed by the President; the legislative branch (Congress), consisting of two chambers, the senate and the chamber of deputies; and the judicial branch. Provincial governments are organised along similar lines. The President is elected for a period of four years, with the possibility of immediate re-election. The courts of justice, headed by the Supreme Court represent the judicial branch at the federal and provincial levels. Legal concepts have their origin in Roman Law and the Napoleonic Code. Argentina benefits from rich natural resources, a highly literate population, an export-oriented agricultural sector, and a diversified industrial base. Although one of the world's wealthiest countries 100 years ago, Argentina suffered during most of the 20th century from recurring political and economic crises, persistent fiscal and current account deficits, high inflation, mounting external debt, and capital flight. After World War II, an era of Peronist authoritarian rule and interference in subsequent governments was followed by a military junta that took power in 1976. Democracy returned in 1983, and has persisted despite numerous challenges, the most formidable of which was a severe economic crisis in 2001-02 that led to violent public protests and the resignation of several interim presidents. Beginning in 1998, with external debt equivalent to more than 400% of annual exports, the economy slowed and ultimately fell into a full-blown depression; investors' fears grew in the wake of Russia's debt default, Brazil's devaluation, and the political discord caused by then-President Carlos Menem's unpopular efforts to run for a constitutionally prohibited third term. The government of Fernando de la Rua, elected President in late 1999, tried several measures to cut the fiscal deficit and instill confidence and received large IMF credit facilities, but nothing worked to revive the economy. Depositors began withdrawing money from the banks in late 2001, and the government responded with strict limits on withdrawals. When street protests turned violent, de la Rua was forced to resign in December 2001. Interim President Adolfo Rodriguez Saa declared a default - the largest in history - on Argentina's foreign debt, but he stepped down only a few days later when he failed to garner political support from the country's governors. Eduardo Duhalde became President in January 2002 and announced an end to the peso's decade-long 1-to-1 peg to the US dollar. When the peso depreciated and inflation rose, Duhalde's government froze utility tariffs, curtailed creditors' rights, and imposed high taxes on exports. The economy rebounded strongly from the crisis, inflation started falling, and Duhalde called for special elections. Nestor Kirchner was elected President, taking office in May 2003, and continued the restrictions imposed by his predecessor. With the re-emergence of double-digit inflation in 2005, the Kirchner administration pressured businesses into a series of agreements to hold down prices. The government also restructured its debt in 2005 and paid off its IMF obligations in early 2006, reducing Argentina's external debt burden. Real GDP growth averaged 9% during the period 2003-06, bolstering government revenues and keeping the budget in surplus. The economy has recovered strongly since bottoming out in 2002. In October 2007 Nestor Kirchners term of office ended and Cristina Fernandez was elected President. Her administration has to a large extent continued the economic policies of the Kirchner administration.


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29 The Oil and Gas Industry in Argentina The Hydrocarbons Act of June 1967 (Law # 17,319) established the basic legal framework for oil and gas exploration and exploitation in Argentina. It empowers the executive branch to implement a national policy for the development of Argentine hydrocarbon reserves. Basically, prior to 1990 virtually all oil and gas exploratory activities were performed by Yacimientos Petroliferos Fiscales Sociedad del Estado (YPF) or on its behalf. YPF used to assign to third parties certain areas in which the state owned company was not interested. Under its framework, exploration permits and exploitation concessions must be awarded on the basis of competitive bids, which may be filed by any physical or artificial person who has established domicile in the Republic of Argentina and is financially sound and technically qualified to develop the tasks that relate to the right so claimed (Sections 5 and 35, Law #17,319). On the basis of the state reform legislation that was approved in August 1989, the executive branch issued a series of orders to demonopolize and deregulate the oil and gas industry in Argentina. Argentinas energy industry was revitalised in the 1990s as a result of drastic restructuring, the privatisation of the state oil company YPF, and increased private and foreign investment, the latter a result of favourable investment and tax laws. Many foreign firms have entered the Argentine oil market, attracted by prospects of regional energy integration occurring in South America. International Call for Bids #E-01/92 (Plan Argentina) was issued in order to select the companies that may be awarded exclusive rights for the exploration and possible exploitation and development of Hydrocarbons within the perimeter of each area included in Plan Argentina, in accordance with Law # 17,319; National Executive Power Decrees # 1055; # 1212 and # 1589, among others. In this regard, once the Enforcement Authority (Secretariat of Energy) reaches a decision and proceeds to award the call for bids to the bidder whose bid meets the conditions of the call, the awarding of the Area shall be approved by the National Executive Branch by issuing an Administrative Decision that grants the exploration permit, under the provisions of article 16 and associated articles of Law # 17,319. The bid of the Companys Argentine subsidiary EOSA for the Santa Rosa Property under Plan Argentina, Fiftieth Bid, met the conditions of the call for bids and its offer was approved. From a legal standpoint, EOSA will be allowed to enter the areas as from the effective date of the permit (Administrative Decision) by complying with all of the rights and obligations resulting from the bidding conditions. On May 11, 2001 the Secretariat of Energy authorized EOSA the right of early entry to the area in order to commence with exploration works. During the years 2002 to 2004 the economic disruptions occurring in Argentina militated against further activity by EOSA and numerous other hydrocarbon concession holders until greater stability was restored. During 2005 and 2006 the federal government of Argentina worked with the provincial governments with the objective of conveying jurisdiction over hydrocarbon resources to the provinces. This initiative reached fruition in January 2007 and jurisdiction was passed to the various provincial governments. Accordingly, the administration of the exploration bid held by EOSA passed to the government of the Province of Mendoza. During calendar 2007, 2008 and 2009 authorities of the Province of Mendoza with administrative responsibility over hydrocarbon resources worked towards defining a legal and administrative regime and working with concession holders and other stakeholders to establish an exploitation system under provincial auspices. The protection of the environment and the conservation of the natural resources within the sphere of the oil and gas activities is the purpose of Article 69 of Law # 17,319. Secretariat of Energy Resolutions #105 and #236 among others, protect the environment and the conservation of the natural resources during the exploration and exploitation of the hydrocarbons stages. This set of rules apply to corporations or group of corporations, concessionaires, permissionaires and operators whose activities fall under the scope of National jurisdiction and have authorisation to explore or exploit hydrocarbons in an area.


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30 By means of the National Constitution and the federal organization of the Argentine territory, environmental powers have been vested in the Provinces. On a Provincial level, the Province of Mendoza has passed certain laws and decrees with the aim of protecting the environment and conserving the natural resources of said Province. Provincial Law # 5,961 protects the environment, the ecological equilibrium and steady development of natural resources in all the territory of the Province of Mendoza. Decree # 2109, regulatory of Law # 5,961, states that an environmental impact declaration or an exemption to it should be filed with the Ministry of Environment and Natural Resources of the Province of Mendoza and describes the whole procedure that should be followed in order to obtain either one of them. On April 30, 2008 the competent authorities of the Province of Mendoza issued Decree 1018/2008 which established under provincial jurisdiction EOSAs exploration and exploitation rights in respect of the Santa Rosa Property. On September 10, 2008 the competent authorities of the Province of Mendoza issued their Certificado de Entrada al Area (area entry certificate) granting EOSA the necessary rights of access to commence exploration within the CCyB-9 concession. OJVG Property, Sénégal Except as noted below, Douglas Turnbull, P.Geol., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information concerning the OJVG Property in this document. Title In October of 2004, the Company was awarded an exploration permit for the Sabodala exploration concession (the OJVG Property) issued in accordance with the Mining Convention which was subsequently formalized February 17, 2005 with the Government of Sénégal. The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004. The Oromin Joint Venture Group 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 Oromin Joint Venture Group was required to spend at least USD$8 million on exploration of the OJVG Property by April 17, 2007 and by December 31, 2006 it had spent USD$11 million on exploration. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (OJVG), Sabodala Holding Limited (SHL) (a wholly-owned subsidiary of the Company), Bendon and Badr, the Oromin Joint Venture Group was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG. 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. 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 was met and in December 2008, OJVG was granted a further twelve month extension, expiring on December 22, 2009 and title to the exploration concession was transferred to OJVG. The terms of the extension required OJVG to relinquish 8% of the exploration concession territory, reducing the concession size from 229.7 km2to 212.6 km2, complete a Pre Feasibility Study (PFS) by the end of August 2009 and submit a Strategic Environmental Evaluation (SEE) by the end of 2009. In August of 2009, OJVG submitted a PFS and in December of 2009 the SEE was also submitted to the Sénégalese government fulfilling the terms of the OJVGs license extension requirement.


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31 In January of 2010, OJVG received government approval for the SEE submitted in 2009 and on January 26 2010, the Sénégalese government granted OJVG a mining license for a term of 15 years, at which time the license can be renewed. In January of 2010, OJVG also announced that it would upgrade the previous PFS to a full Feasibility Study, scheduled for completion in July 2010. As a result of obtaining the mining license in January 2010, OJVG must establish an operating company to further develop the OJVG Property. OJVG is in the process of establishing an operating company to undertake the development of the Sabodala Property. 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 plus a royalty of USD $6.50 per ounce of gold produced. 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. Location, Access & Physiography The OJVG Property is located approximately 650 kilometres east southeast of Sénégals capital city of Dakar and is centred at 13o 09 North Latitude and 12o 06 West Longitude. It is a 212.6 km2trapezoidal concession that partially surrounds, but does not include, the 20.3 km2rectangular Sabodala mining concession which hosts Mineral Deposits Ltd.s (MDLs) Sabodala gold deposit. The OJVG concession can be reached by road from the town of Kédougou (2-3 hours), the regional centre of Tambacounda (5-6 hours) or the city of Dakar (10-12 hours), each of which supplies all basic services. The road is paved from Dakar to Kédougou and from Kédougou to Bembou, approximately 45 kilometres from the Property. Once within the Property, access is by four-wheel drive truck via a criss-crossing network of roads and trails. The concession can also be reached by privately chartered aircraft from Dakar to a 1200 metre paved airstrip in good condition located on the laterite plateau north of Falombo, near the boundary between MDLs Sabodala mining concession and OJVGs concession. Just beyond the eastern boundary of the concession is the village of Khossanto, a regional centre, which includes telephone service, government officesand a medical centre. There are seven small primitive villages on the Property, most of which house 100-300 people (but occasionally as many as 1,000 to 1,500) and are surrounded by subsistence gardens and a scattering of small fields with crops including sorghum and cotton. At the larger villages of Sabodala (located on the MDL mining concession) and Mamakono there are schools and small shops. The small villages of Bransen, Falombo, Dendifa, Bambaraya, Mankana and Maki Medina have limited services and facilities, although they do have water wells. Topography on the Property is gentle to hilly. Approximately 80% of the Property is covered by flatlying lateritic plateaus. Outcrops cover less than one per cent of the Property, generally limited to road cuts, ridges and creeks. Elevations range between 150 and 420 metres, with broad, poorly incised drainages. Vegetation is of a tall-grass savannah type with common thickets of bamboo and a scattering of trees, some up to a diameter of 10 metres. Fauna includes warthogs, baboons, various species of monkeys and birds as well as herds of domesticated goats, sheep and cattle. The climate is characterized by long, dry (September to May) and short, rainy (June to August) seasons in a subtropical regime. In Kédougou, the nearest centre with recorded weather data, the highest temperatures are in March to May and range from highs of 31°C to 41°C. The lowest temperatures occur in December and January when highs range from 17°C to 26°C. The mean annual rainfall is 1130mm. The annual harmattan is a dry wind that blows from the desert in the north resulting in dusty, hazy skies from December to February. OJVG (formerly Sabodala) Property Location Map ojvgmap Plant and Equipment At present, there is no underground or surface mining plant or equipment on the OJVG Property.


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32 Regional and Local Geology OJVGs Sabodala exploration concession lies within the Kédougou-Kéniéba Inlier (KKI), part of the highly deformed Birimian-Eburnean province of the West African Craton which underlies much of Ghana, Burkina Faso, Ivory Coast, Liberia, Sierra Leone and parts of Guinea, Mali and Sénégal. The KKI is a triangular shaped area of Palaeproterozoic rocks in the western Birimian-Eburnean subprovince. The geology of the inlier is composed of felsic gneiss terranes separated by greenstone belts that consist of supracrustal metavolcanic and metasedimentary rocks that are divided into two supergroups, the Mako and Dialé-Daléma Supergroups. The Mako Supergroup comprises a deformed and metamorphosed, tholeiitic and calc-alkaline volcanic succession which occupies the western part of the inlier. The Dialé-Daléma Supergroup, to the east, consists of a pelitic, siliciclastic and volcanogenic sedimentary succession (Dialé Series) and a volcano-sedimentary succession, containing a high proportion of carbonate sediments. The two supergroups are broadly dissected by a belt of regional-scale shear zones, collectively referred to herein as the Main Transcurrent Shear Zone. Granitic plutons dated between 2.16-2.07 Ga intrude the greenstone belts of the KKI. These intrusions exhibit a range of deformation states; from entirely undeformed to highly-strained and their emplacement has been associated with sinistral transcurrent shearing along N-NE shear zones during the Eburnean orogeny. Two regional-scale fault systems are known to affect the KKI: the broadly NS trending Sénégalese-Malian Shear Zone (SMSZ) and the arcuate, NE-trending, Main Transcurrent Shear Zone (MTSZ). On the basis of the position of tholeiitic lavas, along the axes of these fault zones, it is inferred these structures are the locus of original volcanic spreading centres. Displacement along both of these major fault systems is dominated by sinistral transcurrent movement. The regional shear zones and their subsidiary structures appear to be key in the emplacement of several significant mineral deposits in the KKI. In western Mali and easternmost Sénégal, several gold mines (producing or under construction) are associated with the SMSZ, including IAMGOLD and Anglogold Ashantis Yatela and Sadiola mines, Randgolds Loulo mine, Avion Gold Corporations Tabakoto mine and also hosts IAMGOLDs Boto gold exploration project. Similarly in eastern Sénégal, rocks affected by the MTSZ host several of OJVGs prospects as well as MDLs Sabodala Mine and Randgolds Massawa gold exploration project. Property Geology In the 1960s, the Bureau de Récherches Géologiques et Minières (France; BRGM) conducted a nationwide 1:200,000-scale mapping program and geological study that included mapping the area of the Sabodala concession. Their maps define the area of intrusive rocks in the northwest of the property as part of the Kakadian Batholith, the central area of volcanic rocks as belonging to the Mako Supergroup and a succession of sedimentary/volcanic rocks towards the east as part of the Dialé Series. As part of its mapping campaign, in 2005 OJVG commissioned Encom Technology Pty (Encom) of Australia to produce a concession-scale geological and structural interpretation of an airborne magnetic survey acquired by Fugro Airborne Survey Corp. (Fugro). OJVG has also conducted detailed geological mapping of excavation trenches around their prospects and retained SRK Consulting to assist with structural geological mapping and evaluation of its most-advanced prospects. The distribution of the major lithological units within the Sabodala concession has been mapped through a combination of OJVGs outcrop and trench mapping, and Encoms interpretation of the magnetic attributes of the Fugro survey data. Encom defined broad areas of similar lithology based on their distinctive magnetic signature summarised as follows below.


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33 Mako Volcanics Along the centre of the concession is a deformed NNE-trending belt of strongly magnetic units, approximately 2 km wide, which forms the spine of the project area and corresponds to a range of low hills in the otherwise flat landscape. Highly magnetic mafic and ultramafic units, some layered, within the central-north part of the concession are interpreted to be sub-volcanic intrusives. tectonically interleaved with slivers of mafic to intermediate metasedimentary units. A significant part of the central concession area comprises basaltic and andesitic metavolcanics, commonly weakly altered to a buff-brown or light green colour by carbonate alteration; some are weakly brecciated. All of the rocks are characterised by varying degrees of ductile deformation and, to a lesser extent, affected by brittle faulting and jointing. Most rocks contain one or more ductile deformation fabrics, usually exhibiting a weak to moderate slatey or spaced cleavage. More massive basaltic units and some mafic dykes are less deformed, appearing blocky at outcrop. Kakadian Batholith The area to the NW of Sabodala and Kobokoto is characterised by a high-amplitude response in the Fugro magnetic survey data. This corresponds to a large granitic body, interpreted to be part of the regional-scale Kakadian Batholith, which stretches 120 km to the north. The batholith is a composite body, consisting of granites, granodiorites, monzongranites and gabbros, some arranged in layered complexes, containing a variety of mafic enclaves and dykes. Eburnean Syn-tectonic Granites In the NE part of the concession, a number of discrete intrusives are interpreted, such as those at Mamakono and Sekoto. At Mamakono a small pluton of homogeneous biotite-amphibole granodiorite has intruded into volcanic and volcanosedimentary rocks. Partial alteration by chlorite and carbonate has been noted. This pluton, and other weakly deformed or undeformed granites like it, is interpreted to be associated with the Eburnean Orogenic event. Steeply dipping felsic dykes, up to 5 m wide, occur throughout the Sabodala Property in close proximity to areas of gold mineralisation at Golouma South, Masato and Kerekounda. Their weak deformation characteristics suggest that they were emplaced as late-kinematic intrusives, with respect to transcurrent displacements along the MTSZ. Structural Geology The Fugro aeromagnetic dataset, processed by Encom provides good concession-scale information on the structural geology of the Sabodala area. The magnetic anomalies on the survey define two predominant structural elements, described below. ENE-WSW Shear Zones Relatively discontinuous magnetic lineaments with straight to sinuous traces are relatively ubiquitous throughout the Sabodala concession area. Linear anomalies of this set have a mutually cross-cutting relationship with NNE-SSW to N-S trending discrete lineaments, described below. The ENE-WSW set of magnetic structures are parallel or sub-parallel to several discrete through-going linear anomalies of regional extent. These are not obviously affected by the NNE-trending structures and therefore may represent deep-seated structures. Outcrop and trench exposures within areas with E-W linear anomalies contain greenschist facies, fine-grained metavolcanic rocks which are weakly to moderately deformed, containing an E-W or WNW-oriented slaty cleavage or schistosity. Typically, the fabric dips steep to subvertical towards the south. NNE-SSW to N-S Shear Zones The most striking structures on the magnetic survey data of OJVGs Sabodala concession are an array of NNE-SSW to N-S oriented discrete lineaments. A concentration of these lineaments forms a structural corridor that runs along the entire spine of the concession and another concentration occurs along the south-western margin of the magnetic survey area. These lineaments commonly cause small offsets or deflections of ENE-WSW trending anomalies, with apparent left-lateral (sinistral) displacements and clearly represent shear zones. Collectively they are assigned to the MTSZ. Several of the shear zones have strong continuous magnetic signatures owing to the presence of gabbroic dykes along their axes. Although the most obvious structures consist of concentrations of shear zones, away from these clusters, weaker, less continuous shear zones are distributed throughout the lower strain areas of the concession. At outcrop, the NNE-trending structures are manifest as zones of N-NE-trending ductile-deformed rocks, a few metres to several hundreds of metres wide.


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34 In addition to these prominent lineations, Encom has interpreted a third NW-SE trending set which is not easily recognised at outcrop. It is possible that the Kerekounda deposit is hosted by one such structure. Residual Soils A thin layer (<0.3 m) of loose overburden containing organic matter is underlain by massive, nodular, red-brown lateritic residual soils over the majority of the concession. Where observed in excavation trenches in Golouma, the laterite grades into brown-grey coloured friable saprolite at depths of approximately 1 m to 2 m below the ground surface. In some areas, particularly Masato, the weathering is more intense and laterite thickness can be greater than 2 m. Where known from drilling, saprolite thickness varies from several metres to several tens of metres, grading in to a zone of discoloured oxidised bedrock at depth. Deposit Types The mineral deposits within the Sabodala Property are typical of gold deposits hosted by Birimian greenstones of the Kédougou-Kéniéba Inlier. These deposits include MDLs Sabodala deposit, Randgolds Massawa deposit and IAMGOLDs Boto deposit, all within Sénégal, as well as AngloGold Ashanti and IAMGOLDs Sadiola and Yatela deposits, Merrex Golds Siribaya deposit, Avion Gold Corporations Tabakoto deposit and Randgolds Loulo deposit, all within Mali. Although these deposits differ in geological detail such as their host rocks mineralogy, size and grade, their principal characteristics indicate they fall within the broad classification of orogenic gold deposits. This classification includes a variety of styles of mineralisation that have similar temporal and spatial associations with orogenesis and tend to have several of the following characteristics: 
     Host rocks are commonly basalts to komatiite composition flows, pillows and pyroclastic rocks that are metamorphosed to greenschist (occasionally lower amphibolite);
     Wall rock alteration haloes are laterally zoned, formed by the metasomatic addition of SiO2, K2O, CO2and H2O;
     Synkinematic deposition along ductile or brittle-ductile subsidiary structures of regional-scale (often transcurrent) shear zones;
     Structurally-controlled higher grade mineralized shoots;
     Ore deposition by fluid-rock interaction or phase separation of the fluid at circa 300-350°C, normally during retrograde metamorphism.
  Orogenic gold deposits account for a significant portion of the current global gold production and include a number of large gold fields including Timmins in Canada, Ashanti in Ghana and the Eastern Goldfields of Western Australia. These large gold provinces are typically hosted by granite-greenstone terranes which comprise significant parts of Archean and Early Proterozoic cratons, similar to the KKI. Based on their morphology, mineralogy and alteration characteristics, the deposits of the Sabodala concession appear very similar to orogenic gold deposits. OJVG has further classified the mineral deposits on the concession into two types according to the relative grade and style of gold mineralization and spatial relationship within a NNE trending 8 kilometre wide structural corridor (related to the MTSZ) that runs the entire length of the concession. The western side of this corridor hosts the lower grade, bulk mining style deposits collectively referred to as the Masato Style bulk tonnage deposits (Masato, Maki Medina, Niakafiri Southeast deposits) while the eastern side hosts the higher grade deposits (Golouma West, Golouma South, Kerekounda, Kourouloulou deposits), collectively referred to as the Golouma Style higher grade deposits.


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35 Mineralization Golouma Style Deposits Golouma West The geometry of the Golouma West deposit consists of two broadly E-W trending shear zone-hosted sheet-like bodies, which together have a total strike length of approximately 800 m and a NNE-trending appendage, referred to as the West limb. In plan, the two E-W trending bodies are offset by approximately 140 m in a dextral sense along the ENE-striking Golouma West Fault, and were therefore originally emplaced along a single E-W structure. The West limb is approximately 225 m in length and dips moderate to steep towards the west. The principal zone of mineralisation at Golouma West changes orientation from E-W to NNE-SSW where it intersects a strong NNE-oriented shear zone of the MTSZ Trend. In section, the main mineralised zone dips 75-80° S, broadly parallel to the main E-W ductile cleavage. The West limb dips at an angle of 65°W, transitioning to about 45°W at depths of 200 m. Mineralisation is hosted by a highly deformed shear zone defined by a broad zone (20-50 m wide) of intensely cleaved metavolcanic rocks. In excavation trenches, anomalous gold values can be traced along strike within the shear zone. Gold mineralisation is associated with areas of highly ductile-deformed metavolcanics which take on a cream, pale pink or buff colour due to intense hydrothermal alteration resulting in a principal alteration mineral assemblage of Fe-carbonate-sericite±quartz±feldspar ±pyrite. Alteration is broadly correlated with the intensity of the deformation fabric, with the strongest manifestations found in high strain domains, often adjacent to thicker quartz veins. Mineralogically, the alteration is dominated by very fine grained dolomite and Fe-carbonates, usually with lesser amounts of fine grained sericite and quartz intergrowths. Plagioclase (albite) and potassium feldspar also occur within the assemblage, generally at lower abundances (<10 %). Pyrite is commonly present as clusters and disseminations of fine to medium grained brass coloured grains. Anomalous gold values associated with the carbonate-dominated alteration assemblage define a deposit typically 5-10 m in true thickness; the thickness may reach a maximum of about 40 m in exceptional cases. Within the principal envelope of the E-W shear zone and mineralized body, gold grades are not uniform. Gold distribution exhibits a strong shoot control, with four major shoots evident plunging 60-80° to the west and W-SW. Their orientation supports the inference that the shoots occupy the linear zones of intersection between the E-W shear zone fabric and N-NE-trending shear zones. Golouma West has been systematically drilled-off to a depth of about 300 m below the surface (about 60 m below sea level), with step-out holes intercepting mineralisation down to a depth of about 320 m. The NNE appendage west of the main E-W body is currently open to the north and exploration is continuing to extend mineralisation towards the Golouma Northwest zone. A series of thick, NE-oriented quartz-carbonate veins define the trace of the sheet-like body, which has similar mineralogical and alteration characteristics to the main E-W body. The eastern extent of the EW mineralised body has not been fully defined although it appears to weaken. Shoot-controlled mineralisation remains open at depth in several areas of the deposit Golouma South Golouma South occupies an N-NE oriented (025°-205°) ductile shear zone to the SE of the Golouma West Deposit. Similar to the Golouma West deposit, mineralisation is sheet like, dipping 50° to 65°W. Mineralisation has been defined for a strike length of approximately 640 m and down to 280 m below surface (about 40 m above sea level). The deposit comprises a single, up to three sub-parallel zones along any one particular section, coinciding with higher strain zones within the NE-oriented shear zone. Similar to Golouma West, excavation trenches indicate that gold is associated with the highest strain parts of the shear zone, corresponding to areas of powdery white saprolite and the presence of quartz veins in excess of 0.1 m in thickness. Veins are predominantly oriented parallel to the shear fabric and tend to be localised on the margins between high and low strain domains.


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36 Host rocks at Golouma South are similar mafic volcanic rocks as at Golouma West, but have a tendency to be slightly more massive. In the wall rocks of the main mineralised bodies, the intensity of the NE-oriented foliation decreases. These foliations transition into zones of E-W oriented, sub-vertically-dipping slatey or schistose foliation, often crenulated along a NE-axis. Alteration consists of the same basic Fe-carbonate-sericite-quartz±feldspar±pyrite assemblage as at Golouma West and, similarly, correlates well with strain intensity in the shear zone. High gold values correspond to intensely altered areas particularly where quartz-carbonate veining is present. The true thickness of mineralised zones varies from approximately 2.5 m to 20 m, but is typically within the 5 to 12 m range. Gold distribution is generally more uniform than at Golouma West, however, the presence of higher grade ore shoots can be traced. These shoots plunge steeply towards the W-SW and are thought to correspond to an intersection between the NE-oiernted shear zone and zones of intense E-W shearing. Kerekounda The Kerekounda deposit is located approximately 1.5 km to the north of Golouma South. Due to its proximity and similar mineralisation characteristics, OJVG considers Kerekounda to belong to the Golouma group of deposits. Mineralisation at Kerekounda occupies three relatively minor shear zones dipping 50-70°WSW with a NNW strike (145-325°). The shear zones are relatively discrete zones of high strain where the chloritised mafic volcanic rocks are partially or pervasively replaced by Fe-carbonate-sericite±quartz±pyrite alteration mineral assemblage. Texturally, the mineralised rocks are similar to those in Golouma South and Golouma West, although visible gold occurrences are relatively more abundant within the Kerekounda deposit, owing to the generally higher grade of the deposit. Three distinct mineralised shear zones, with separations of 10 m to 35 m, host the gold mineralisation at Kerekounda. Each mineralised zone typically ranges between 0.5 m to 10 m in true thickness. Three higher grade shoots at Kerekounda plunge steeply towards the WNW (approximate plunge 50/300). These appear to be controlled by the intersection of the regional WSW-ENE trending shear zone fabric, which controls the localisation of mineralisation in the Golouma-Kerekounda area, with the discrete NNW-trending shear zones that host the mineralisation. The main mineralised zone is the lowermost of the three delineated. It consists of a quartz (-carbonate) vein or multiple quartz veins, within a broader zone of carbonate-dominated alteration. Highest gold grades and visible gold are associated with the quartz veins; grades in the altered rock tend to be lower. At the time of this Annual Report, OJVG has drill-defined mineralisation over a strike length of 366 m and down-dip for approximately 430 m. The defined mineralization remains open along dip. The extent of the lowermost mineralized shear zone is not well constrained below 270 m below surface. In addition, another high grade zone with much reduced strike length appears to be present stepping towards the east at depth. It has unknown down-dip continuity. Anomalous gold values have been encountered in excavation trench samples several hundreds of metres to the south (including some visible gold). However, at present it is not known if this is part of the same deposit. Kourouloulou The Kourouloulou deposit is situated directly west of the northern continuation of the Golouma South shear zone. The deposit consists of three broadly ESE striking mineralised veins arranged parallel to each other within a zone that dips steeply towards the south. The longest vein has been defined over a 220 m strike length and the vein system in general has been intersected to a depth of 300m from surface. Three cross-cutting, subvertical NW dipping brittle faults have been modelled for the deposit using drill hole data.


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37 Masato Style Bulk Tonnage Deposits Masato The Masato deposit is located in the north-central area of the OJVG concession, approximately 6 km north of the Golouma area and 1.5 km east of the MDLs Sabodala deposit. Masato has a NE-trending (010°-190°) strike and dips moderately (45°-65°) to the west. Currently, OJVG has defined the deposit over a strike length of 2,100 m using trenches and drilling. To the south, the deposit has been defined up to the common boundary with MDLs property, although the mineralization becomes weaker. To the north, OJVG has effectively limited the extent of economic mineralisation. At present, mineralisation has been systematically drilled to a depth of approximately 220 m below the surface (about 20 m above sea level). It remains open at depth along most of its strike length but may be limited from an economic (grade) perspective. Gold is hosted by a complex NNE-SSW to N-S oriented shear zone along the axis of the MTSZ. The host rocks consist of strongly ductile deformed greenschist facies metabasalts and ultramafic units, strongly altered by a Fe-carbonate-sericite-fuchsite±quartz±pyrite mineral assemblage. The presence of fuchsite (Cr-mica) is seen in the mafic to ultramafic units at Masato, where it imparts a bright green colouration. However, the most intensely altered zones are usually carbonate-quartz-pyrite-dominated and appear pale (salmon) pink to cream in colour; fuchsite appears less-significant. The most intense alteration is often associated with the presence of an intense crenulation cleavage. In detail, the Masato deposit consists of between two and five separate mineralised zones over a width of up to 90 m. Each mineralised zone typically ranges between 1m to 10 m true thickness. Anomalous gold values are associated with intensely altered zones dominated by the presence of carbonate, silica and pyrite. Some textural evidence, suggests this phase of mineralisation is associated with a relatively late stage of the overall deformation framework. The Masato deposit hosts multiple generations of mineral veins. Early white-grey coloured quartz-feldspar veins are commonly highly deformed and do not possess anomalous gold values. Quartz-carbonate veins up to 0.5 m in thickness are relatively commonplace in the highly altered areas of the Masato deposit. The veins dip to the west and strike broadly parallel to the main trace of the deposit. Similar to Golouma South, numerous felsic dykes occur in close association with mineralisation at Masato. Niakafiri Southeast Niakafiri Southeast occupies the same shear zone trend that extends south from Masato through Niakafiri Southeast and Maki Medina to the Goumbati area, approximately 4 km to the south. The mineralization at Niakafiri Southeast has been traced using trenching and drilling over a strike length of approximately 0.85 km. Step-out drilling indicates that this zone extends a further 0.35 km to the north to the common boundary with MDLs property, giving a total drilled strike length of 1.2 km. Mineralisation and alteration at Niakafiri Southeast are not dissimilar to the styles observed at Masato. Anomalous gold values are associated with a broad, altered shear zone which reaches up to 150 m wide. Like Masato, the grades intercepted to date indicate that Niakafiri Southeast represents a low grade prospect which may have the potential for open pit extraction if sufficient material can be outlined. Alteration is characterised by the development of a carbonate-silica-fuchsite-sericite-pyrite mineral assemblage which imparts a buff-pink colour to the shear zones and, as elsewhere in the concession, alteration generally correlates with strain in the shear zone. The altered shear zones host numerous quartz-carbonate-albite veins with varying deformation states (highly sheared and folded to undeformed). Although no detailed studies have been carried out in this deposit, gold is most likely associated with both the altered zones and distinct vein sets contained within them. The main mineralisation trend steps towards the east by approximately 150 m in the southern central portion of the deposit. This appears to coincide with the presence of an ENE-WSW trending shear zone, or fault. Initial indications from this structure and another smaller E-W structure, suggest that relatively continuous higher grade mineralisation occurs within these E-W or ENE-WSW oriented zones.


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38 Maki Medina Maki Medina is situated along the same steeply west-dipping, NNE-SSW trending structure that hosts Masato and Niakafiri Southeast to the north. As in these two other deposits, exploration to date indicates the presence of relatively low grade gold mineralisation, hosted by multiple sub-parallel shear zones, each typically less than 10 m true thickness. In total, these zones comprise a variably mineralised zone reaching up to 80 m wide. Typically, higher gold values are associated with a broad zone of pink carbonate-silica-pyrite alteration associated with quartz-carbonate veining. At present, drilling has defined a mineralized zone with a strike length of approximately 1.2 km. The main mineralised zone appears to step to the southeast in the central part of the deposit which may represent an offset across a transverse ENE-WSW trending shear zone, or an overlapping shear zone. Due to the relatively early stage of exploration at Maki Medina, the geological controls on the mineralisation are not fully understood and the presence of any higher grade shoots, if present, is yet to be defined. Exploration Targets Kobokoto South The Kobokoto South exploration target is located along the same shear structure hosting the Maki Medina, Niakafiri Southeast and Masato deposits to the northeast and may represent another of the Masato Style Bulk Tonnage targets. Kobokoto South lies approximately 2.0 km to the southwest of the Maki Medina deposit. Soil geochemistry and excavation trenching indicated that a mineralized target similar in scope to the on-trend Maki Medina deposit may be present over a minimum strike length of 800 to 900 metres. Drilling has been systematically tracing this mineralization presently to a strike extent of 400 metres and is ongoing. Niakafiri Southwest Niakafiri Southwest is located along the westernmost limits of the same NNE-SSW trending structure hosting the Masato, Niakafiri Southeast and Maki Medina deposits, as well as the Kobokoto South exploration target. Niakafiri Southwest is situated approximately 600 metres directly west of the Niakafiri Southeast deposit. Limited drilling here has identified a broad, low to moderate grade mineralized zone hosted almost entirely within oxide materials at and very near surface. Koutouniokollo The Koutouniokollo exploration target is located approximately 3.5 km to the southwest of Golouma West and is more akin to the Golouma Style of mineralization. Koutouniokollo is one of the most recent exploration discoveries on the OJVG property. Soil geochemistry outlined a favourable anomaly near former artisanal gold workings at a prominent topographic high within a laterite plateau. Follow up excavation trenching identified both narrow higher grade quartz vein hosted gold mineralization as well as broader moderate grade gold mineralization within an area of distinct cross-cutting NNW and NNE structures. Drilling evaluation of these two distinct mineralized targets has now begun. Other Exploration Targets In addition to the above exploration targets, OJVG has identified an extensive listing of other exploration targets at varying stages of evaluation. Some of these have been named Koulouqwinde, Sekoto, Mamakono, Kinemba, Kobokoto West, Maleko, Dendifa, Korolo and Goumbati. Exploration  General Since 2005, the Companys exploration of the OJVG Concession has employed the following techniques and technologies: soil geochemical sampling; hand and mechanical excavation trenching; trench and outcrop mapping and sampling; diamond core and reverse circulation drilling; satellite imagery; induced polarization and aeromagnetic surveying. Initial soil geochemistry sampling resulted in the definition of 16 targets for follow-up exploration (Golouma, Masato, Kerekounda, Maki Medina, Niakafiri Southeast, Niakafiri Southwest, Koulouqwinde, Bransan, Sabodala North, Sekoto, Mamakono, Maleko, Dendifa, Korolo, Goumbati and Kinemba). Exploration initially concentrated on the Golouma, Masato and Niakafiri Southeast areas, but was extended to include the soil anomaly at Maki Medina and the old artisanal workings at Kerekounda. Exploration has drawn heavily on lithological, alteration and structural characterization of trenches, drill core and RC chips, and the integration of these results with geological interpretations of the aeromagnetic survey data.


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39 During the initial 22 month period, February 2005 to December 2006, OJVG spent USD$11.0 million on exploration. From January 1, 2007 to present OJVG has expend a further USD$89.0 million on exploration, for a total of USD$100.0 million spent to April 30, 2010. The initial exploration program started in March 2005 after the Company signed the Sabodala Mining Convention on behalf of the OJVG. OJVG undertook a multifaceted exploration program with two objectives: to outline and define the dimensions of the gold mineralization discovered at Golouma, Masato and the Niakafiri trends; and to evaluate the property as a whole through soil geochemistry, prospecting, IP geophysics and trenching. To date, OJVG has completed over 125,000 metres of core drilling and over 120,000 metres of RC drilling, advancing a total of seven deposits (Golouma West, Golouma South, Kerekounda, Masato, Kourouloulou, Niakafiri SE and Maki Medina) to the stage of resource estimation. In addition to these successes, OJVG has received encouraging initial results from Kobokoto, Koulouqwinde, Niakafiri Southwest, Sekoto, Maleko, Dendifa, Korolo, Goumbati and Kinemba. Several other anomalies remain to be tested. The following sections describe the main exploration activities conducted on the OJVG concession Project since the start of OJVGs exploration program in 2005. Exploration Program 2005  Financial year ending February 28, 2006 The 2005 exploration program consisted of the acquisition of a concession wide airborne magnetic/radiometric survey followed by a field program comprising: 3,895 soil samples, 139 rock assays, 707.5 m of hand trenching in 31 trenches, 2,936 m of excavator trenching in 32 trenches, 119 km of IP and 66 km of ground magnetic surveying. Details of these programs are summarized below; In early May 2005, Fugro Airborne Surveys (Pty) Ltd. (Fugro) completed 6,242 line kilometers of ultra-high resolution Midas II helicopter-borne magnetic and radiometric survey. The entire exploration concession area was surveyed at 50 m line separations with terrain clearance of 15 m to 25 m. The magnetic data was analyzed by Encom Technology (Pty) Ltd. (Encom), who produced a geological and structural interpretation. Prior to the OJVGs 2005 exploration campaign, Pacific Geomatics Ltd. obtained Quick-bird high resolution satellite imagery of the concession area in the fall of 2004. In the spring of 2005, a topographic base of the concession area was created utilizing ground based GPS topographic information in conjunction with the satellite imagery. Sigma Geophysics was contracted to provide an induced polarization (IP) survey covering portions of the exploration concession. The initial survey, comprising 66.1 km of shallow target array IP and 67 km of ground magnetics, was completed between April 30 and June 24, 2005. Thirteen IP targets were identified by the survey, but it was felt that a deeper target array would be required for the next phase. Phase II of the IP surveying was conducted from October 18 to December 13, 2005. The survey was configured for targets to a depth of 125 m. A total of 51.3 km were completed, including a re-survey on parts of the Golouma and Sabodala South grid areas and expansion into new areas. Twenty-four IP targets were identified by the Phase II survey, some of which were subsequently trenched, yielding positive gold values. Initial soil sampling was conducted from May to June 2005 on the Golouma-Niakafiri (Niakafiri was formerly referred to as the Sabodala South) grid area to further define the anomalous areas initially discovered by Soviet exploration in the1970s and later expanded upon by BRGM in 1987. During the initial phase of sampling, 1,300 samples were collected from the 200 m line and 50 m sample spaced survey. A 1.5 km x 2.0 km gold-in-soil anomaly was outlined at Golouma with samples as high as 8 and 12 g/t Au. Two parallel trends, 200 m to 400 m wide and 1 km to 2 km in length, extending southward from the MDL Mining Concession boundary, were outlined at Sabodala South. Later in 2005, the soil sampling grid area was expanded to cover additional areas of the concession. One kilometre-spaced reconnaissance sampling commenced and detailed follow-up sampling was conducted at both Golouma and Niakafiri areas.


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40 Hand trenching was used to evaluate gold-in-soil anomalies prior to excavator trenching or drill testing. A total of 31 hand trenches were completed in 2005 totaling 707.5 m. Exploration Program 2006  Financial year ending February 28, 2007 The 2006 exploration program carried on the previous year's campaign to define gold mineralization at Golouma West, Golouma South and Masato. The program consisted of core and RC drilling campaigns, extensive soil (22,696) and rock (508) sampling as well as 770 m of hand trenching in 32 trenches and 15,155 m of excavator trenching in 120 trenches. RC and Core drilling began in 2006. Ten reverse circulation drill holes totalling 1,146 m were completed during December, 2006. Two northwest-trending fences of three holes plus scattered infill holes were drilled to test the Golouma South geochemical target area. The holes all intersected greenschist (chlorite-epidote) altered and deformed mafic metavolcanic rocks cross-cut locally by younger, fine-grained mafic dykes, pink felsic dykes and quartz-carbonate±sericite-albite-fuchsite-tourmaline veins. Core drilling commenced in late January 2006 and ran continuously to mid-December. To December 2006, seventy-one core drill holes totaling 11,670 m were completed. Drilling during 2006 focused on defining the limits of gold mineralization discovered by prospecting, soil geochemistry, IP geophysics and trenching. Eight areas were drill tested including five areas at Golouma (West, South, East, Northeast and Northwest) Masato, Niakafiri and the newly discovered Maki Medina anomaly. Very positive results were obtained at Golouma and at Masato, mineralization was confirmed and expanded. From March to December 2006, additional IP surveying was conducted that was configured for deeper targets. A total of 116 km were completed including infill surveying on existing target areas at Sabodala South and Golouma, as well as new areas such as Masato. In addition, an area along the west side on the MDL concession was surveyed. This area was proposed for development by MDL, who wished to use the area for a tailings dam, waste dumps, water storage, camp facilities and other mining purposes (the "MDL condemnation area"). Given its proven success in locating gold mineralization, the geochemical soil sampling program was expanded in 2006. Reconnaissance sampling with line spacing of 1 km and sample spacing of 50 m was extended to cover the entire exploration concession. The in-fill sampling program, using 200 m spaced lines, was expanded south of Niakafiri to include the areas of Maki Medina and Kobokoto; from Golouma southward to Bambaraya; surrounding the Masato area; and into newly identified areas of Northeast Dendifa, Sekoto and Mamakono. Soil samples were taken on the western portion of the property as a sterilization process for the MDL condemnation area. In total over 1,100 km of grid were sampled resulting in the analysis of over 26,500 soil samples. Results identified numerous new gold-in-soil geochemical anomalies which were the focus of follow-up exploration. This subsequent sampling, trenching and prospecting yielded positive results at Dendifa West, Maleko, Sekoto, Sabodala North, Mamakono, Korolo, Golouma, Masato, Niakafiri, Maki Medina, Goumbati, Kobokoto, Kinemba East and Kinemba West. Hand trenching in 2006 focused on the newly discovered gold-in-soil and IP anomalies. Thirty-four new hand trenches totaling 770 m were completed in 2006. Hand trenched target areas included Niakafiri, Golouma West, Golouma South, Maki Medina, Masato, Sekoto, Kinemba, Golouma Northwest and Korolo. Excavator trenching in 2006 totaled 15,155 m in 120 trenches. The excavator trenching program focused on Niakafiri, Maki Medina, Golouma West, Golouma South and Masato yielding very positive results. A limited amount of trenching was also completed at the Sabodala North, Kobokoto, Goumbati and Kinemba targets yielding encouraging results. The principal exploration results from the initial 2005-2006 program were as follows: 
     Positive results from trenching and drilling outlined a zone of mineralization at Golouma West (750 m along strike, 150 m down dip) and a zone at Golouma South (300 m along strike and 150 m down dip
     Drilling in the Masato area yielded positive initial results
     Maki Medina area outlined by gold-in-soil anomaly extending 1,500 m and confirmed by excavator trenches TRX 99-131;


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41 
  Golouma Northwest discovery in excavator trenches TRX 111-113 and diamond drill holes SAB-06 62, 65 and 66;
     Golouma Northeast discovery in diamond drill holes SAB-06 67, 68 and 70;
     New trenching discoveries at Sabodala North and Masato North; and
     New areas of interest outlined by IP at Sekoto, Maki Medina, Golouma West and Niakafiri.
  Exploration Program 2007  Financial year ending February 29, 2008 The 2007 exploration program initially focused on delineating mineralization at Golouma West and Golouma South utilizing reverse circulation drilling on a 40 m x 40 m grid. At Golouma South, 46 RC holes totaling 6,225 m were completed while at Golouma West 100 RC holes totaling 19,227 m were drilled to July 31, 2007. Subsequently core drilling was undertaken at Masato and Masato North; Golouma South, Golouma West, Golouma Northeast and Golouma Northwest; and the new areas of Maki Medina and Goumbati-Kobokoto. The 2007 program continued to evaluate new discoveries at Sekoto, Kinemba, Korolo, Goumbati, Sabodala North, Dendifa and Maleko. In 2007, a total of 24,796 m of core drilling in 114 holes and 30,026 m of reverse circulation drilling in 174 holes were completed. In the spring of 2007 an additional 37 km of IP geophysics were completed at Sekoto and the MDL condemnation area. During 2007, soil sampling was conducted in several areas including additional sampling at the MDL condemnation area on the western portion of the concession, follow-up sampling at Dendifa, Bransan, Kinemba, Korolo and Niakafiri-Medina. The 2007 sampling program comprised 350 grid kilometres, 11,700 soil samples and 53 rock samples. Trenching continued to be used by OJVG to evaluate gold-in-soil geochemical and IP resistivity/chargeability anomalies prior to drill testing. Excavator trenching continued during 2007 with an additional 110 new trenches completed totaling 19,294 m. Much of this trenching focused on the Golouma area (West, South, Northwest and Northeast). Six additional targets were also trenched including Masato, Niakafiri, Sekoto, Maleko, Dendifa and Korolo. Trench results were positive, extending the known mineralization at Golouma West, Golouma Northwest and Golouma South as well as discovering new mineralization at several of the newly tested areas including Sekoto, Maleko, Dendifa, Korolo and Kinemba. Geological mapping and prospecting were carried out sporadically in conjunction with other field work surveys as a means of evaluating IP geophysical and gold-in-soil geochemical anomalies. A limited number of rock samples were submitted for petrographic analysis in order to provide a more detailed understanding of geology, alteration and mineralization. The principal significant results of the 2007 campaign are summarized as follows: 
     Positive results from trenching and both core and RC drilling at Golouma West outlined mineralization along a 1500 m strike to a depth of 300 m, indicating that the Golouma West and Golouma Northwest zones join;
     New discoveries at Golouma Northwest and Golouma Northeast;
     Drilling at Golouma South outlined mineralization along a 1000 m strike length to a depth of 220 m. Results from close spaced RC drilling identified multiple zones of mineralization and expanded its overall size;
     Positive results were received from both trenching and drilling at Masato and the Masato extension testing the zone along strike for 1.8 km and down-dip for 150 m. Mineralization continued to show continuity and remained open to expansion in all directions. Positive results were also received from trenching and drilling at Masato North and Sabodala North; and
     Positive trench results were obtained from outside targets Sekoto, Dendifa, Maleko, Korolo and Kinemba.


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42 Exploration Program 2008  Financial year ending February 28, 2009 The 2008 exploration program was once again multi faceted, but drill intensive. A total of 60,495 m in 331 RC holes was completed at nine prospects including Golouma South, Golouma West, Kerekounda, Korolo, Maki Medina, Masato, Niakafiri Southeast, Sabodala North and Sekoto. Core drilling on the Property in 2008 included 45,667.84 m in 230 holes plus an additional 2,265.33 m in 13 RC hole extensions for a total of 47,933.17 m. This drilling was carried out on eleven different occurrences/deposits including Koulouqwinde, Golouma South, Golouma West, Goumbati West, IP Zone, Kerekounda, Maki Medina, Masato, Niakafiri Southeast, Sabodala North and Sekoto. The majority of the drilling in 2008 was to attain sufficient data density for the initial mineral resource estimate scheduled for completion by year end. Soil sampling in 2008 was comprised of 5,581 samples designed to cover regional exploration targets and refine already established gold-in-soil anomalies. Infill sampling over the Golouma area and Maki Medina helped refine and extend these anomalies. New sampling grids over Kerekounda, the southwest edge of Golouma South and Koulouqwinde, an area north of Masato and over Sekoto helped extend and more clearly define these deposits, provided data for planning 2008 drilling and trenching. A lone reconnaissance soil grid was sampled in the northeast corner of the concession starting several hundred meters east of the Maleko occurrence. This grid covered roughly 5 km2returning mostly poor results. Fourteen excavator trenches totaling 1,635 m were completed in the areas of Golouma South, Golouma West, Masato and Niakafiri Southeast. Golouma South yielded the best results with significant gold intersections in all three southeast-striking trenches, such as one intersection of 13.67 g/t Au over 12 m. These trenches were characterized by sheared, massive and saprolitic mafic volcanic rocks, with variably developed carbonate alteration, and lesser felsic dykes and quartz veins. One Golouma West trench produced a 2 m intersection of 3.52 g/t Au with proximal samples up to 2,860 ppb Au in altered saprolite. Additional positive results from the trenching program were limited to discrete, individual samples. Exploration Program 2009 Financial year ending February 28, 2010 The exploration activities for 2009 were focused almost entirely on drilling. Drilling was guided by the previous soil sampling and trenching results, as well as opportunities identified from 3D resourced/deposit modeling completed in 2008. A total of 41,132 m of core drilling, 26,532 m of RC drilling and 2,205 m of geotechnical drilling was completed on 10 different deposits or target areas. A combined total of 15,448 m of excavator trenching was carried out at Kerekounda, Kourouloulou, Koulouqwinde, Kobokoto, Golouma Northwest and Koutouniokollo. A total of 11,019 infill soil samples were collected over nine target areas including Kerekounda West, WW-09, Dendifa West, Koulouqwinde, Masato South, Bambaraya-Kinemba, Kobokoto and Sekoto West. A brief summary of the principal activities and highlights are summarized below: 
     The majority of reverse circulation and diamond drilling conducted by OJVG in 2009 focused on the lateral and vertical expansion of Golouma West, Golouma South, Masato and Kerekounda, as well as conducting in-fill drilling for resource estimation updates.
     OJVG announced it had intercepted a new discovery in the vicinity of the Golouma Northeast prospect; the new discovery was initially referred to as Epsilon, but it has since been renamed Kourouloulou.
     Systematic step-out holes at the Kerekounda prospect continued to intercept 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.
     Drilling at Maki Medina returned results indicative of an extensive low-moderate grade gold deposit with a significant oxide portion, similar in nature to Masato.
     Geochemical anomalies at the Koulouqwinde prospect (formerly the Cloverleaf Prospect) were refined with in-fill soil sampling; excavation trenching and drill hole testing of the prospect have both indicated the presence of altered and mineralized material.
     Recent drill holes from the Niakafiri Southwest deposit intercepted alteration and mineralization similar to style encountered at the Masato Deposit.


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43 Technical Report dated January 15, 2009 On June 8, 2009 the Company filed with regulatory agencies in Canada a report dated January 15, 2009 titled Technical Report For Sabodala Property, Sénégal, West Africacompleted by APEX Geoscience Ltd. (APEX) of Edmonton, Alberta (the APEX Report). This report summarized the work on the OJVG Property by the Company and/or OJVG and/or OJVG Ltd. from the commencement of exploration activities in 2005 through December 31, 2008. The principal purposes of the report were 1) to provide an updated inferred in-situ resource estimate for the Golouma West, Golouma South, Kerekounda and Masato deposits, and 2) to provide recommendations for further work. The report was prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Properties, which is the disclosure policy governing mineral projects specified by the securities regulatory agencies in Canada. The rules of the SEC do not allow the publication of inferred resources associated with a mineral exploration project; accordingly, the conclusions in the APEX Report about inferred resources are not included in this Annual Report. Preliminary Feasibility Study dated August 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. Due to the negative economic results estimated by this study, SRK recommended that the OJVG: 
     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;
     Optimize the preliminary feasibility study to allow for the known opportunities to be investigated and new opportunities to be sought; and
     Continue drilling on the property and a 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 final feasibility study rather than simply revise the preliminary study. The study is due to be completed in July 2010. Doing Business in Sénégal The République du Sénégal gained independence from France in 1960 and has maintained a democratic political system. It is a secular republic with a strong presidency, weak legislature, reasonably independent judiciary, and multiple political parties and is notable as one of the few African states that has never experienced a coup detat. In 2000, power was transferred peacefully in fully democratic elections, from former President Abdou Diouf to current President Abdoulaye Wade. The president is elected by universal adult suffrage to a 5-year term. The unicameral National Assembly has 120 members, who are elected separately from the president. The Socialist Party dominated the National Assembly until April 2001, when in free and fair legislative elections, President Wades coalition won a majority (89 of 120 seats). The Cour de Cassation (the countrys highest appeals court) and the Constitutional Council, the justices of which are named by the president, are the nation's highest tribunals. Sénégal is divided into 11 administrative regions, each headed by a governor appointed by and responsible to the president. The law on decentralisation, which came into effect in January 1997, distributed significant central government authority to regional assemblies. Sénégals principal political party was for 40 years the Socialist Party. Its domination of political life came to an end in March 2000, when Abdoulaye Wade, the leader of the Sénégalese Democratic Party (PDS) and leader of the opposition for more than 25 years, won the presidency. Under the terms of the 2001 constitution, future presidents will serve for 5 years and be limited to two terms. Wade was the last President to be elected to a 7-year term and was re-elected in March 2007 to a second term expiring in 2012.


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44 President Wade has advanced a liberal agenda for Sénégal, including privatisations and other market-opening measures. He has a strong interest in raising Sénégals regional and international profile. The country, nevertheless, has limited means with which to implement ambitious ideas. The liberalisation of the economy is proceeding, but at a slow pace. 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 some 65 political parties, most of which are marginal and little more than platforms for their leaders. The principal political parties, however, constitute a true multiparty, democratic political culture, and they have contributed to one of the most successful democratic transitions in Africa, even among all developing countries. A flourishing independent media, largely free from official or informal control, also contributes to the democratic politics of Sénégal. The countrys generally tolerant culture, largely free from ethnic or religious tensions, has provided a resilient base for democratic politics. The former capital of French West Africa, Sénégal is a semi-arid country located on the westernmost point of Africa. Predominantly rural and with limited natural resources, the country earns foreign exchange from fish, phosphates, peanuts, tourism, and services. Its economy is highly vulnerable to variations in rainfall and changes in world commodity prices. Sénégal depends heavily on foreign assistance, which in 2000 represented about 32% of overall government spending--including both current expenditures and capital investments. Since the January 1994 CFA franc devaluation, the International Monetary Fund (IMF), the World Bank, and other multilateral and bilateral creditors have been supporting the Government of Sénégals structural and sectoral adjustment programs. The broad objectives of the program have been to facilitate growth and development by reducing the role of government in the economy, improving public sector management, enhancing incentives for the private sector, and reducing poverty. With an external debt of USD$3.9 billion, and with its economic reform program on track, Sénégal reached its Heavily Indebted Poor Countries (HIPC) debt relief completion point in April 2004. Sénégal will apply for cancellation of approximately $850 million in debt from Paris Club and other donors. Progress on structural reforms is on track, but the pace of reform remains slow, as delays occur in implementing a number of measures on the privatisation program, good governance issues, and the promotion of private sector activity. Sénégal continues to lead the West African Economic and Monetary Union (WAEMU) countries in macroeconomic performance. For 2003, inflation was at -0.5%, and in most indicators, Sénégal surpassed the WAEMU monetary convergence criteria with a tax revenue to gross domestic product ratio of 18.3%, public investment to tax revenue ratio of 24.4%, and a current account deficit at 4.3%. Sénégals Agency for the Promotion of Investment plays a pivotal role in the governments foreign investment program. Its objective is to increase the investment rate from its current level of 20.6% to 30%. Currently, there are no restrictions on the transfer or repatriation of capital and income earned, or investment financed with convertible foreign exchange. Economic assistance, about $350 million a year, comes largely from France, the IMF, the World Bank, and the United States. Canada, Italy, Japan, and Germany also provide assistance. Sénégal has well-developed though costly port facilities, an international airport serving 28 international airlines that serves as a regional hub, and advanced telecommunications infrastructure, including a fibre optics backbone and cellular phone penetration approaching 10% of the population. Sénégals mining code is based on French civil law. The state owns all mineral rights, with the terms of exploration and mining established by contract between the concession holder and the state. Exploration concessions are generally granted for four years with rights of renewal. In the case of the OJVG exploration concession, a term of 22 months was granted to the Company with the right to convert the exploration concession at the end of the 22 month period to an exploitation concession with a term of five years with rights of renewal for up to a further 20 years. Holders of concessions are also eligible for a special tax regime and various import duty and tax exonerations aimed at promoting the development of the mining sector.


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45 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 or hydrocarbons. 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 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 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 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. During the fiscal year ended February 29, 2008, the Company was engaged primarily in the exploration of its OJVG mineral property in Sénégal while awaiting exploration permitting from governmental authorities for its Santa Rosa oil and gas property in Argentina  a permit subsequently granted by the government decree of April 30, 2008. 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 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. A total of 41,132 metres of core drilling, 26,532 metres of RC drilling and 2,205 metres of geotechnical drilling was completed on ten different deposits or target areas. A combined total of 15,448 metres of excavator trenching was carried out at the Kerekounda, Kourouloulou, Koulouqwinde, Kobokoto, Golouma Northwest and Koutouniokollo targets. A total of 11,019 infill soil samples were collected over nine target areas including Kerekounda West, WW-09, Dendifa West, Koulouqwinde, Masato South, Bambaraya-Kinemba, Kobokoto and Sekoto West .A detailed summary of fiscal 2010s exploration work is found above under the heading Property, Plants and Equipment  OJVG Property, Sénégal  Exploration Program 2009 Financial year ending February 28, 2010.


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46 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 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 soil sampling comprised 5,581 samples designed to cover regional exploration targets and to refine already established gold-in-soil anomalies. Fourteen excavator trenches totalling 1,635 metres were completed in the areas of Golouma South and West, Masato and Niakafiri Southeast. RC drilling comprised 60,495 metres in 331 holes at nine different deposits/occurrences while diamond drilling totalled 47,933 metres in 243 holes at eleven separate deposits/occurrences. A detailed summary of fiscal 2009s exploration work is found above under the heading Property, Plants and Equipment  OJVG Property, Sénégal  Exploration Program 2008 Financial year ending February 28, 2009. 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 and the Company expects the level of exploration to continue at this level in fiscal 2010 as the preliminary feasibility study is completed and as further resource delineation continues. In particular, engineering costs associated with the preliminary feasibility study are expected to increase materially in fiscal 2010. As at February 29, 2008, the Company had incurred net acquisition and exploration costs of $19,924,177 with respect to its OJVG Property in Sénégal, an increase of $10,412,220 from the prior years net investment. The major components of fiscal 2008 expenditures were as follows: drilling costs of $4,649,594 or 45% of the total; sample analysis costs of $1,291,653 or 12% of the total; a corporate advisory fee of $1,224,622 or 12% of the total; contractor and geological staff costs of $1,089,405 or 10% of the total; and camp operation costs of $1,019,666 or 10% of the total. During the fiscal year ended February 29, 2008, the Company carried out in-fill soil geochemical sampling, continued an extensive excavator trenching and sampling program, completed additional ground geophysics and geological mapping and prospecting, and completed the 75,000-metre reverse circulation and core drilling program. The focus of the drilling was at the Golouma West, Golouma South and Masato deposits, in preparation for the initial resource calculation which was published on July 24, 2008. In addition, initial drilling began at several new targets. The pace of exploration increased significantly in fiscal 2008 as this project matured. As at February 28, 2010, the Company had incurred acquisition and exploration costs of $4,013,506 with respect to its Santa Rosa Property in Argentina, an increase of $480,862 from the prior year, all net of costs contributed by the joint venture participant Otto Energy Ltd. and before providing for the impairment write-down of $2,910,473. The major components of the Companys net fiscal 2010 expenditures are set out in Note 5 and are drilling costs of $282,604 or 59% of the total; associated value added taxes of $67,579 or 14% of the total; and land and legal costs of $49,617 or 10% of the total. This pattern of costs is consistent with the drilling of the initial test well which took place in July 2009. As at February 28, 2009, the Company had incurred acquisition and exploration costs of $3,532,644 with respect to its Santa Rosa Property in Argentina, an increase of $2,210,315 from the prior year. The major components of fiscal 2009 expenditures are set out in Note 5 and are as follows: acquisition costs $707,636 or 32% of the total; contractor and geological staff costs of $499,254 or 23% of the total; tenure payments and mineral bond costs of $395,397 or 18% of the total; and land and legal costs of $241,038 or 11% of the total. This pattern of costs is consistent with a) payments made to Surge to acquire back Surges 17.52% interest in the project as set out under Property, Plants and Equipment  Santa Rosa Property, Argentina; and b) our expenditures to prepare for drilling of the test well which took place in July 2009.


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47 As at February 29, 2008, the Company had incurred acquisition and exploration costs of $1,322,329 with respect to its Santa Rosa Property in Argentina, an increase of $257,029 from the prior year. Total expenditures were $391,442 before costs recovered of $134,413. The major components of fiscal 2008 expenditures were: contractor and geological staff costs of $127,753 or 33% of the total; travel and accommodation costs of $107,756 or 28% of the total; and land and legal costs of $90,996 or 23% of the total. This pattern of costs is consistent with our focus on activities towards the grant of the permitting decree which came to fruition in April 2008. The Company follows the full cost method of accounting for oil and gas properties in accordance with the accounting guidelines published by the Canadian Institute of Chartered Accountants. All costs of exploration and development of oil and gas properties are capitalized and accumulated in cost centers, to which testing for impairment is applied at each financial statement date. This provides similar accounting outcomes as practices under US GAAP. Significant Accounting Policies The Companys significant accounting policies are summarized in Note 2 to the consolidated financial statements. The preparation of the Companys consolidated financial statements in conformity with generally accepted accounting principles in Canada requires management to make judgements with respect to certain estimates and assumptions. These estimates and assumptions, based on managements best judgement, affect the reported amounts of certain assets and liabilities, including disclosure of contingent liabilities. On an ongoing basis, management reevaluates 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 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. 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 centers. 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.


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48 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. 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, 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 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.


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49 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. Fiscal Year Ended February 29, 2008 Compared to Fiscal Year Ended February 28, 2007 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). During the fiscal year ended February 28, 2007 the Company recorded interest income of $271,912, a loss on the write-down of investments of ($677,888), a gain on sale of investments of $83,281, and a foreign exchange gain of $5,910. These items are highly variable depending on market valuations of investments held for trading and dispositions, if any, from the holdings. The increase in interest reflects significantly higher treasury balances held as a result of large financings completed in the 2007 and 2008 fiscal years. The foreign exchange loss arose on holdings of net assets in United States dollars during a period of unprecedented volatility in the exchange rate of that currency and an overall downtrend of the U.S. dollar. High volatility in the exchange rate continued throughout fiscal 2009. Expenses for the fiscal year ended February 29, 2008 were $1,895,207, up significantly from $1,485,098 for the fiscal year ended February 28, 2007. The principal increases in cost were in travel and public relations, in salaries and benefits, and in professional and consulting fees. These increases, as well as in other lesser cost centres, are commensurate with the increased scope and scale of the Companys exploration activities both in Sénégal and in Argentina. These levels continued during fiscal 2009. Net loss for the fiscal year ended February 29, 2008 was $1,377,648 or $0.02 per share as compared with a net loss for the fiscal year ended February 28, 2007 of $1,801,883 or $0.04 per share. The reduction in net loss is attributable principally to increased interest income and decreased investment writedowns more than offsetting the increased expenses described in the preceding paragraph. 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 $26.9 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 issued for cash of $15.7 million in fiscal 2007, $24.6 million in fiscal 2008, 0.7 million in fiscal 2009 and $26.9 million in fiscal 2010. These financings total $67.9 million raised in the past four years, a period which in substantial part was characterized by difficult conditions in the capital markets.


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50 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 properties, the OJVG mineral project and the Santa Rosa oil and gas project, are located in Sénégal and Argentina respectively, and as a result the Company's operations on these properties may be subject to additional risks. The Company's exploration activities have been funded through sales of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations. There can be no assurance, however, that the Company will be able to obtain required financing in the future on acceptable terms, or at all. In the near term, the Company plans to continue its exploration activities on its currently held properties. Based on its existing working capital, the Company expects to require additional financing for its currently held properties 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, 2010 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, 2011. Management reviews annually the carrying value of the Companys interest in each resource property and, where necessary, properties are written down to the estimated recoverable amount determined on a non-discounted basis after giving effect to any property option agreements and cost recovery agreements. Costs relating to properties abandoned are written off when the decision to abandon is made. 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 the 2010 fiscal year, 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 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 activities, the Company will be forced to curtail its exploration 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 or in the foreseeable future. Material increases or decreases in the Company's liquidity will be substantially determined by the scope of exploration on the Companys resource properties and on the state of the capital markets. February 28, 2010 Compared to February 28, 2009 At February 28, 2010, the Companys current assets totalled $13,104,968 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.


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51 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 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. February 29, 2008 Compared to February 28, 2007 At February 29, 2008, the Companys current assets totalled $26,683,481 compared to $15,874,761 at February 28, 2007. The increase is attributable to the excess of cash proceeds from the private placement of share capital over amounts added to resource property costs. During the same period, current liabilities decreased to $2,175,285 from $3,288,414 due to increased payables from levels of exploration activities at the Companys OJVG Property offset by the elimination of unexpended advances from a joint venture partner. Included in the Companys current liabilities were payables or accrued liabilities of $37,098 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. All such amounts are settled in the normal accounts payable cycle. As a result, the Company had working capital of at February 29, 2008 of $24,508,196 compared to $12,586,347 at February 28, 2007. At both February 29, 2008 and February 28, 2007, the Company had no long-term debt.


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52 At February 29, 2008, the Company had total assets of $48,205,346 compared to $27,405,610 at February 28, 2007. The increase arises essentially from the private placement of share capital during the period, details of which are set out in Note 7 to the financial statements. Share capital as at February 29, 2008 was $57,509,011, up from $34,635,509 as at February 28, 2007, again essentially due to the private placement of share capital during the period, as set out in Note 7. The Company's largest cash outflows in the fiscal year ended February 29, 2008 resulted from resource property expenditures of $11,136,370. The most significant contribution to working capital in the year ended February 29, 2008 was provided by the sale of share capital that generated cash proceeds of $23,194,490. The most significant contribution to working capital in the year ended February 28, 2007 was also provided by the private placement of share capital, in lesser amounts, and the largest cash outflow in that year was also net resource property expenditures, also in lesser amounts than the 2008 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 significant measurement differences between Canadian GAAP and US GAAP which affect the Companys financial statements are summarized as follows: 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, 2010 would have increased by $16,150,912 and its loss for the fiscal year ended February 28, 2009 would have increased by $16,835,443, as set out in Note 17. Outlook In the near term, the Company plans to continue its exploration activities on its OJVG Property and, subject to the identification of additional targets, at its Santa Rosa Property. Based on its existing working capital as of the date of this report, the Company will require additional financing for its currently held properties 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 currently held properties during the fiscal year ending February 28, 2011. In addition, the Company reviews acquisition proposals on a regular basis and, if an appropriate acquisition presents itself, the Company could, in the future, acquire additional mineral exploration or oil and gas properties. None of the Companys resource properties are in production and, therefore, do not produce any income. C.
     Research and Development, Patents and Licenses, etc.
  As the Company is an exploration company with no producing properties, the information required by this section is inapplicable. D.
     Trend Information
  As the Company is an exploration company with no producing properties, the information required by this section is inapplicable.


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53 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 and Santa Rosa oil and gas 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, and of oil, natural gas and other hydrocarbon products. 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 properties are located in Sénégal and Argentina 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 claims, environmental legislation, land use and land claims. Failure to comply with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements. ITEM 6.
     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
   A.
     Directors and Senior Management
  Derek Bartlett Mr. Bartlett is a director of the Company and is the lead director of the independent directors. He has worked as a geologist and exploration manager for a number of international mining companies since 1966. Mr. Bartlett is a director of Cadman Resources Inc., Newport Gold Inc., Solanex Management, Waseco Resources Ltd. and X-Cal Resources Ltd., and is currently the President of Newport Gold Inc. and Cadman Resources Inc. Mr. Bartlett is 70 years old.


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54 Robert Brennan Mr. Brennan is a director of the Company. He has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a CPA with Peat Marwick 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 62 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 60 years old. Chet Idziszek Mr. Idziszek is a director and the President 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. Mr. Idziszek is 62 years old. Kenneth Kuchling Mr. Kuchling P.Eng., 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 52 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 51 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 a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant. Mr. Sibthorpe is currently a director of Klondex Mines Ltd., Madison Minerals Inc. and TTM Resources Inc. Mr. Sibthorpe is 61 years old.


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55

J.G. Stewart

Mr. Stewart is a director and the Secretary of the Company. Mr. Stewart is a lawyer who has practised law in both private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law. Mr. Stewart is a director and senior officer of Lund Gold Ltd., Madison Minerals Inc. and Salmon River Resources Ltd. Mr. Stewart is currently a director of Bayswater Uranium Corporation, Cascade Resources Inc., Paget Minerals Corp. and Kingsman Resources Ltd. Mr. Stewart is 52 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 41 years old.

Douglas Turnbull

Mr. Turnbull is a director of the Company. Mr. Turnbull is a geologist and is the President of Lakehead Geological Services Inc. which provides geological consulting services for a number of Canadian private and public companies. Mr. Turnbull is a director of Dagilev Capital Corp., Grizzly Diamonds Ltd. and Salmon River Resources Ltd. Mr. Turnbull has been the President of Lakehead since 1992 and is 47 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 or directors fee**$
     Professional and consulting fees$
     Bonus$Derek Bartlett
     Lead director
     16,000
     nil
     nilRobert Brennan
     Director
     4,000
     nil
     nilIan Brown
     Chief financial officer
     99,992
     nil
     4,800Nell Dragovan
     Director
     102,860
     nil
     4,800Chet Idziszek
     President, CEO and Chairman of the Board
     184,360
     nil
     182,420Ken Kuchling(1)
     Vice President of Engineering
     nil
     43,365
     nilDavid Mallo
     Vice President, Exploration
     nil
     190,648
     6,000Robert Sibthorpe
     Director
     4,000
     nil
     nilJames Stewart
     Director and Corporate Secretary
     nil
     270,150
     4,800Douglas Tumbull
     Director
     nil
     126,630
     Nil


Note 1: The Consulting Fees paid to Mr. Kuching are for the period October 2009, the commencement of his engagement, through February 2010.







56 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, 2010 in the case of Mr. Idziszek, the bonuses are a flat-rate amount set by the Board of Directors annually reflecting overall achievement of the Companys objectives. Mr. Mallos bonus was set at a larger amount by the Board of Directors. Mr. Idziszeks bonus for the financial year ended February 28, 2010 includes a) the annual flat-rate amount of $4,800, and b) the amount of $177,620 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 $20,000,000 in July 2009. The following sets out compensation effected by the grant of stock options for the last full financial year. Name
     Position
     Date of optiongrant
     Number ofcommon shareoptions granted
     Exercise price$
     Expiration date ofoptionDerek Bartlett
     Lead director
     July 10, 2009
     175,000
     1.12
     July 10, 2014Robert Brennan
     Director
     July 10, 2009
     175,000
     1.12
     July 10, 2014Ian Brown
     Chief financial officer
     July 10, 2009
     175,000
     1.12
     July 10, 2014Nell Dragovan
     Director
     July 10, 2009
     175,000
     1.12
     July 10, 2014Chet Idziszek
     President, CEO and Chairman of the Board
     July 10, 2009
     400,000
     1.12
     July 10, 2014Ken Kuchling
     Vice President of Engineering
     October 7, 2009
     75,000
     0.90
     October 7, 2014David Mallo
     Vice President, Exploration
     July 10, 2009
     275,000
     1.12
     July 10, 2014Robert Sibthorpe
     Director
     July 10, 2009
     175,000
     1.12
     July 10, 2014James Stewart*
     Director and Corporate Secretary
     July 10, 2009
     175,000
     1.12
     July 10, 2014Douglas Turnbull
     Director
     July 10, 2009
     175,000
     1.12
     July 10, 2014
   As set out in Notes 8 and 18 to the consolidated financial statements, effective March 9, 2010 the holders of the options in the above table priced at $1.12 agreed to the cancellation of those options. During the financial year ended February 28, 2009 options in respect of a total of 770,000 common shares granted in January and February 2004 with expiry dates in January and February 2009 exercisable at the price of $0.25 per share were exercised by the Companys senior management and directors in the following amounts: Mr. Bartlett 95,000 shares; Ms. Dragovan  220,000 shares; Mr. Idziszek  295,000 shares; Mr. Mallo  20,000 shares; Mr. Stewart  120,000 shares; and Mr. Turnbull  20,000 shares. The company has no arrangements in place providing for pension, retirement or similar benefits. 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.


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57 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, 2010 and February 28, 2009, the Company had an average of approximately 253 employees of whom 8 worked out of the Companys head office, 10 worked out of the Companys Dakar office and approximately 235 worked based at the Companys OJVG exploration camp. Of the average of 253 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. During the fiscal year ended February 29, 2008, the Company had an average of approximately 165 employees of whom six worked out of the Companys head office, nine worked out of the Companys Dakar office and approximately 150 worked out of the Companys Sabodala exploration camp facility. Of the average of 165 employees, three worked in management roles (two in Canada and one in Sénégal), three in secretarial roles (two in Canada and one in Sénégal), two in accounting roles (one in Canada and one in Sénégal), six as support workers (in Sénégal) and the balance of 150 worked as mineral explorationists (one in Canada and the rest in Sénégal). Of those, 6 were employed as geologists while the approximately 140 others were casual or temporary employees. 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: Name
     Number of Common
Shares Held at
June 30, 2010
     Number of Options
Outstanding at June 30,
2010
     Beneficial
Percentage
Ownership1
     Exercise
Price
     Expiry DateDerek Bartlett
     nil
     40,000
     0.04%
     $0.65
     March 31, 2015Robert Brennan
     831,845
     40,000
     0.85%
     $0.65
     March 31, 2015Ian D. Brown
     nil
     40,000
     0.04%
     $0.65
     March 31, 2015Nell Dragovan
     2,156,904
     25,000
     2.12%
     $0.65
     March 31, 2015Chet Idziszek
     6,573,137
     300,000
     
     $0.70
     September 15, 201075,000
     6.72%
     $0.65
     March 31, 2015Ken Kuchling
     12,000
     75,000
     0.08%
     $0.90
     October 7, 2014David Mallo
     61,500
     20,000
     
     $0.80
     November 22, 201040,000
     0.12%
     $0.65
     March 31, 2015Robert Sibthorpe
     nil
     40,000
     0.04%
     $0.65
     March 31, 2015J.G. Stewart
     746,377
     50,000
     0.77%
     $0.65
     March 31, 2015Abdoul Aziz Sy
     nil
     100,000
     0.10%
     $0.65
     March 31, 2015Douglas Turnbull
     52,000
     40,000
     0.09%
     $0.65
     March 31, 2015Total:
     10,433,763
     885,000
     10.97
  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of June 30, 2010 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 102,948,885 Common Shares outstanding as of June 30, 2010.


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58 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: Name
  Number of Common Shares Held at June 30, 2010
  Percentage of Common Shares Outstanding at June 30, 2010Chet Idziszek
     6,573,137
     6.72%IAMGOLD Corporation
     16,088,636
  15.63%
  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 the private placement in the Company which closed June 19, 2009. The Companys major shareholders do not have different voting rights. To the knowledge of the Company, it is not controlled by another corporation, any foreign government or by any other natural or legal persons severally or jointly. Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc., of 510 Burrard Street, Vancouver, British Columbia, Canada, as at May 10, 2010 there were 102,948,885 common shares of the Company issued and outstanding. At such date there were 180 registered holders of the Company's common shares resident in the United States, holding an aggregate 15,931,707 common shares, including 9,361,499 shares held by Cede & Co. This number represents approximately 15.48% of the total issued and outstanding common shares of the Company as at May 10, 2010. 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 May 10, 2010 there were 2,104 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 33,011,933 common shares. This number represents approximately 32.07% of the total issued and outstanding common shares of the Company as at May 10, 2010, also including the 9,361,499 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 2,284 holders holding an aggregate 48,943,640 common shares. This number represents approximately 47.54% of the total issued and outstanding common shares of the Company as at May 10, 2010. B.
     Related Party Transactions
  There were no material transactions in the fiscal year ended February 28, 2010 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.


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59

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, 2010 that contain an Independent Auditors Report dated July 5, 2010, Consolidated Balance Sheets as at February 28, 2010 and February 28, 2009, Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2010, February 28, 2009, and February 29, 2008, Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2010, February 28, 2009 and February 29, 2008, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2010, February 28, 2009, and February 29, 2008, and Notes to the Consolidated Financial Statements.

B.
     Significant Changes





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

ITEM 9.
     THE OFFER AND LISTING





A.
     Offer and Listing Details


The high and low sale prices for the common shares of the Company on the Toronto Stock Exchange (TSX) for each of the most recent six months, each fiscal quarter in each of the last two full years and subsequent period and each of the last five full financial years are as follows:





High
     LowFiscal year 2010-2011June 2010
     $0.94
    $0.72May 2010
     $0.88
     $0.70April 2010
     $0.97
    $0.70March 2010
     $0.72
     $0.59February 2010
     $0.77
    $0.67January 2010
     $0.88
     $0.66First 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
     $2.07Fourth Quarter
     $4.15
     $2.86Third Quarter
     $3.00
     $2.37Second Quarter
     $2.90
     $2.07First Quarter
     $4.05
     $2.192007
     $4.18
     $1.302006
     $2.00
     $0.312005
     $0.68
     $0.015


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60 The closing price of the Company's common shares on the TSX Exchange on June 30, 2010 was $0.86. The Companys common shares were listed on the NASDQ 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 2010-2011June 2010
     US$0.91
    US$0.695May 2010
     US$0.831
    US$0.691April 2010
     US$0.959
    US$0.687March 2010
     US$0.708
    US$0.562February 2010
     US$0.74
    US$0.607January 2010
     US$0.845
    US$0.611First 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
     US$4.10
    US$2.801Third Quarter
     US$3.19
    US$2.2422Second Quarter
     US$2.75
    US$1.98First Quarter
     US$3.51
    US$2.05Fourth Quarter, 2007
     US$3.69
    US$1.52


The closing price of the Company's common shares on the Over-the-Counter bullentin Board on June 30, 2010 was US$0.85.

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.

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61 E.
     Dilution
  This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. F.
     Expenses of the Issue
  This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. ITEM 10.
     ADDITIONAL INFORMATION
  A.
     Share Capital
  This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. B.
     Memorandum and Articles of Association
  The Company was amalgamated on February 25, 2002 pursuant to the Company Act (British Columbia)(the Act) and is registered with the Registrar of Companies for British Columbia under corporation number 642805. The Company is not limited in its objects and purposes. With respect to directors, the Articles of the Company provide that a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company, or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director, as the case may be, in accordance with the provisions of the Act and shall abstain from voting in respect thereof. This prohibition does not apply to: (i)
     any such contract or transaction relating to a loan to the Company, which a director or a specified corporation or a specific firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;(ii)
     any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a director is a director;(iii)
     any contract by a director to subscribe for or underwrite shares or debentures to be issued by the Company or a subsidiary of the Company, or any contract, arrangement or transaction in which a director is, directly or indirectly interested if all the other directors are also, directly or indirectly interested in the contract, arrangement or transaction;(iv)
     determining the remuneration of the directors;(v)
     purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or(vi)
     the indemnification of any director by the Company.
  The Articles of the Company also provide that the directors may from time to time on behalf of the Company borrow such money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit; issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company, or any other person; and mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future). Variation of these borrowing powers would require an amendment to the Articles of the Company that would, in turn, require the approval of the shareholders of the Company by way of a Special Resolution. A Special Resolution means a resolution cast by a majority of not less than 3⁄4 of the votes cast by shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice as the Articles of the Company provide and not being less than 21 days notice specifying the intention to propose the resolution as a special resolution, has been duly given (or, if every shareholder entitled to attend and vote at the meeting agrees, at a meeting of which less than 21 days notice has been given), or a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.


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62 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 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.


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63 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 currently being prepared by SRK Consulting and Ausenco Limited and due for completion in July of this year. OJVG is in the process of establishing an operating company to undertake the development of the OJVG Property as required by the Mining Convention as disclosed above. The operating company will be owned by OJVG as to 90% and by the Government of Sénégal as to 10%. The interest owned by the Government of Sénégal is fully carried and the Government of Sénégal is also entitled to royalties equal to USD $6.50 per ounce of gold produced plus 3% of net smelter returns. 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 funding exploration expenditures of USD$1,400,000. All future exploration and development of the Santa Rosa Property was to be borne proportionately by each party. This transaction closed May 4, 2009. During the financial year ended February 28, 2010, 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, the 32.48% interest in Santa Rosa. 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.


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64 Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment in the Company by a person who is not a Canadian resident (a non-Canadian). The Act requires a non-Canadian making an investment which would result in the acquisition of control of the Canadian business to notify the Investment Review Division of Industry Canada, the federal agency created by the Act; or in the case of an acquisition of a Canadian business, the gross value of the assets of which exceeds certain threshold levels or the business activity of which is related to Canadas cultural heritage of national identity, to file an application for review with the Investment Review Division. The notification procedure involves a brief statement of information about the investment on a prescribed form that is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment. Once the completed notice has been filed, a receipt bearing the certificate date will be issued to the non-Canadian investor. The receipt must advise the investor either that the investment proposal is unconditionally non-reviewable or that the proposal will not be reviewed as long as notice of review is not issued within 21 days of the date certified under the receipt. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canadas cultural heritage and national identity. If an investment is reviewable under the Act, an order for review must be issued within 21 days after the certified date on which notice of investment was received. An application for review in the form prescribed is required to be filed with Investment Canada prior to the investment taking place. Once the application has been filed, a receipt will be issued to the applicant, certifying the date on which the application was received. For incomplete applications, a deficiency notice will be sent to the applicant, and if not done within 15 days of receipt of application, the application will be deemed to be complete as of the date it was received. Within 45 days after the complete application has been received, the Minister responsible for the Investment Canada Act must notify the potential investor that the Minister is satisfied that the investment is likely to be of net benefit to Canada. If within such 45-day period the Minister is unable to complete the review, the Minister has an additional 30 days to complete the review, unless the applicant agrees to a longer period. Within such additional period, the Minister must advise either that he is satisfied or not satisfied that the investment is likely to be of net benefit to Canada. If the time limits have elapsed, the Minister will be deemed to be satisfied that the investment is likely to be of net benefit to Canada. The investment may not be implemented until the review has been completed and the Minister is satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, could be penalized by being required to divest himself of control of the business that is the subject of the investment. To date, the only types of business activities which have been prescribed by regulation as related to Canadas cultural heritage or national identity deal largely with publication, film and music industries. Because the Companys total assets are less than the $5 million notification threshold, and because the Companys business activities would likely not be deemed related to Canadas cultural heritage or national identity, acquisition of a controlling interest in the Company by a non-Canadian investor would not be subject to even the notification requirements under the Investment Canada Act. 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;


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65 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). 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.


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66 Capital Gains Under the ITA, a taxpayers capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the taxable capital gain) is included in income, and one half of a capital loss in a year (the allowable capital loss) is deductible from taxable capital gains realized in the same year. The amount by which a shareholders allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder. A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents taxable Canadian property to the holder thereof. The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arms length, or the non-resident holder and persons with whom he did not deal at arms length together owned not less than 25% of the issued shares of any class of shares of the Company. Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Companys shares, subject to the relieving provisions of the Treaty described below. Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred rollover transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company. Where the non-resident holder realized a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless: (a)
     the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,(b)
     the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or(c)
     the shares formed part of the business property of a permanent establishment or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition. 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.


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67 The following discussion is based upon the sections of the Code, Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This decision does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company. U.S. Holders As used herein, a U.S. Holder includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with conduct of trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets. Distributions on Common Shares of the Company U.S. Holders receiving dividend distribution (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders United States Federal taxable income by those who itemize deductions. (See more detailed discussion at Foreign Tax Credit below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for long-term net capital gains are applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. 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).


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68 Foreign Tax Credit A U.S. Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States Federal income tax liability that the U.S. Holders foreign source income bears to this or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of shares of the Company should consult their own tax advisors regarding their individual circumstances. Information Reporting and Backup Withholding U.S information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Companys common shares. Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to finish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holders U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS. Certain U.S. Holders, including corporations, are not subject to backup withholding. Disposition of Common Shares of the Company A U.S. Holder will recognize a gain or loss upon the sale of shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the shares of the Company. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital loss are subject to significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S of the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-germ, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married individual filing separately). For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. Currency Exchange Gains or Losses U.S. holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. Gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss.


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69 Other Considerations In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company (the Company does not believe that it will qualify in the next year, or has qualified within the past three fiscal years, as a foreign personal holding company, foreign investment company, passive foreign investment company or controlled foreign corporation as discussed below): Foreign Personal Holding Company If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens of the United States and 60% or more of the Companys gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a foreign personal holding company. In that event, U.S. Holders that hold common shares of the Company (on the earlier of the last day of the Companys tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. Foreign Investment Company If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains. Passive Foreign Investment Company As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which are producing passive income (generally 75% or more of its gross income in a taxable year is passive income, or the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%). Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter aliafrom a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realized on the disposition of common shares of the PFIC as ordinary income rather than capital gain. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (QEF) with respect to such shareholders interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFICs ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or person.


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70 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. 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.


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71 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 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, 2010 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 $20,027 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 $200,270. To date the Company has elected not to hedge its USD exposures by futures or options strategies.


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72 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, 2010 the Company held cash resources of $13,104,968 and had accounts payable and accrued liabilities of $1,700,992 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 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.


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73 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
  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, 2010, 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 CEO and CFO 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. Management has assessed the effectiveness of the Companys internal control over financing reporting as at February 28, 2010. 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.


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74 As a result, management concluded that the Companys internal control over financial reporting was effective as at February 28, 2010. Management has formally implemented key elements of its remediation efforts over the past year including but not limited to, the following initiatives: adopting and implementing common policies, procedures and controls, and communicating roles and responsibilities to all personnel involved in the financial reporting function. These initiatives will require time to train personnel; build internal control knowledge; define user-access rights to the Companys accounting systems; develop and formalize policies and procedures; formalize approval, review and reporting protocols; and enhance the Companys information systems and lines of communications. Specifically, management has formalized a service contract with its information technology (IT) service provider to formalize IT policies and procedures, and to implement and monitor appropriate that relate to program changes, computer and application operations, access, security and disaster recovery plans. This will facilitate proper operation of information systems surrounding financial reporting and ensure that sound information technology security practices will be integrated throughout the Company in a compliant and consistent manner. Additionally, management has dedicated further efforts to implement a more robust and comprehensive budgeting review process to monitor its performance. This includes implementing high level strategy and budgeting sessions whereby reporting of current and projected results are reviewed. When possible, management has continued to dedicate resources to implementing a company-wide framework that encompassed internal control policies, procedures, instructions and guidelines for its operations in the Vancouver head office and its foreign locations to address weaknesses identified at the entity-level. It should be noted that in line with the COSO framework, also the Companys frameworks level of assurance does not provide certainty as to the realization of objectives, nor can it prevent all inaccuracies, errors, instances of fraud or non-compliance with laws and regulations. The framework focuses on a number of financial reporting controls to strike an appropriate balance to the necessary flexibility to support and control operational stability and excellence, and to achieve compliance with relevant laws and regulations. To date, management has spent approximately $25,000 on its remediation efforts. The Company is required to provide an auditors attestation report on internal control over financial reporting for the fiscal year ended February 28, 2010. 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, 2010. 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 as Exhibit F-3. 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. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurances that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


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75 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the fiscal year ended February 28, 2010 the Company remediated certain material internal control weaknesses regarding information technology systems at the Companys offices in Sénégal which were set out in Item 15 of our annual report on Form 20-F for the preceding fiscal year ended February 28, 2009. 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 year ended February 28, 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
     Amount BilledAudit fees
     $135,000Audit-related fees
     nilTax fees
     $7,500All other fees
     nilTotal fees
     $142,500
  During the fiscal year ended February 28, 2009 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
     Amount BilledAudit fees
     $135,000Audit-related fees
     nilTax fees
     $6,500All other fees
     nilTotal fees
     $141,500
  Tax fees relate to fees for tax compliance services including tax return preparation.


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76 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, 2010, which is the period covered by this Annual Report on Form 20-F. ITEM 16E.
     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  There were no such purchases; accordingly, the information referred to in this Item is not required for the fiscal year ended February 28, 2010, 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 12 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 July 5, 2010
     F -2Independent Auditors Report dated July 5, 2010
     F -3Consolidated Balance Sheets as at February 28, 2010 and February 28, 2009
     F -5Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2010, February 28, 2009 and February 29, 2008
     F -6Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2010, February 28, 2009 and February 29, 2008
     F -7Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2010, February 28, 2009 and February 29, 2008
     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.


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77 *1.B.
     Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation*1.C.
     Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.*1.D.
     Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.*1.E.
     Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.*1.F.
     Articles of the Company*4.A.
     Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property*4.B.
     Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property*4.C.
     Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek*4.D.
     Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001*4.E.
     Letter agreement dated April 30, 2003 between Cynthia Holdings Limited, The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property*4.F.
     Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property*4.G.
     English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the OJVG (formerly Sabodala) Property*4.H.
     Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek*4.I.
     Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan*4.J.
     Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.*4.K.
     Loan Agreement dated April 28, 2005 between the Company and David Scott*4.L.
     Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC*4.M.
     Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.*4.N.
     Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited*4.O.
     Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.P.
     Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited.*4.Q.
     Ministry of Energy and Mines, Republic of Sénégal, Transfer and Extension Decree, dated February 7, 2007 for the OJVG (formerly Sabodala) Property


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78 *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, 20084.BB
     English translation of the Mining License for the OJVG Project dated January 26, 2010
     E-457Official 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


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79 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 5th day of July, 2010 OROMIN EXPLORATIONS LTD. Chet Idziszek Per: (signed) Chet Idziszek 
Title: President


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80 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


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81 * 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, 20084 .BB
     English translation of the Mining License for the OJVG Project, dated January 26, 2010
     E -457Official 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).


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Oromin Explorations Ltd.Consolidated Financial Statements(Expressed in Canadian Dollars)February 28, 2010     F-1


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INDEPENDENT AUDITORS REPORT To the Shareholders of
Oromin Explorations Ltd. We have audited the consolidated balance sheets of Oromin Explorations Ltd. as at February 28, 2010 and 2009 and the consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended February 28, 2010, February 28, 2009 and February 29, 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2010 and 2009 and the results of its operations and cash flows for the years ended February 28, 2010, February 28, 2009 and February 29, 2008 in accordance with Canadian generally accepted accounting principles. 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, 2010, based on criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July 5, 2010 expressed an unqualified opinion. DAVIDSON & COMPANY LLP Vancouver, Canada
     Chartered Accountants
  July 5, 2010 COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA 
U.S. REPORTING DIFFERENCE In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there are changes in accounting principles that have a material effect on the comparability of the Companys financial statements, such as the changes described in Note 2 to the consolidated financial statements. Our report to shareholders dated July 5, 2010 is expressed in accordance with Canadian reporting standards which do not require a reference to such changes in accounting principles in the auditors report when the changes are properly accounted for and adequately disclosed in the financial statements. DAVIDSON & COMPANY LLP Vancouver, Canada
     Chartered Accountants
  July 5, 2010 F-2


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header INDEPENDENT AUDITORS REPORT 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, 2010, based on criteria established in Internal Control  Integrated Frameworkissued 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 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 the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F-3 footer


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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2010, based on the criteria established in Internal ControlIntegrated Frameworkissued 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 of February 28, 2010 and 2009, and the related consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended February 28, 2010, February 28, 2009 and February 29, 2008 and our report dated July 5, 2010 expressed an unqualified opinion. DAVIDSON & COMPANY LLP Vancouver, Canada
     Chartered AccountantsJuly 5, 2010
  F-4


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OROMIN EXPLORATIONS LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
As at February 28 2010
     
     
     
     February 28 2009ASSETSCurrentCash
     $
     13,104,968
     
     
     $
     6,550,450Receivables
     
     222,815
     
     
     
     195,379Investments (Note 3)
     
     89,843
     
     
     
     71,874Prepaid expenses and deposits
     
     63,855
     
     
     
     11,122Total current assets
     
     13,481,481
     
     
     
     6,828,825Resource properties(Note 5)
     
     54,013,565
     
     
     
     40,292,264Advances to joint venture
     
     36,374
     
     
     
     1,787,158Contractor deposits
     
     274,007
     
     
     
     222,372Equipment and fixtures(Note 4)
     
     163,971
     
     
     
     213,463Performance bond  restricted cash(Note 6)
     
     43,025
     
     
     
     24,525$
     68,012,423
     
     
     $
     49,368,607LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities
     $
     1,700,992
     
     
     $
     2,332,359Shareholders' equityCapital stock (Note 7)AuthorizedAn unlimited number of common shares without par valueIssued and outstanding102,834,885 common shares (2009  66,067,606)
     
     82,876,200
     
     
     
     58,528,199Contributed surplus (Note 7)
     
     11,244,638
     
     
     
     8,475,106Accumulated other comprehensive loss
     
     (281,507
     )
     
     
     (299,476
     )Deficit
     
     (27,527,900
     )
     
     
     (19,667,581
     )66,311,431
     
     
     
     47,036,248$
     68,012,423
     
     
     $
     49,368,607
  Nature and continuance of operations(Note 1) Commitments(Note 15) Subsequent events(Note 18) F-5 The accompanying notes are an integral part of these consolidated financial statements.


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OROMIN EXPLORATIONS LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars) Year Ended February 28, 2010
     
     
     
     Year Ended February 28, 2009
     
     
     
     Year Ended February 29, 2008EXPENSESAmortization
     $
     50,503
     
     
     $
     41,807
     
     
     $
     2,803Filing and transfer agent fees
     
     77,841
     
     
     
     133,551
     
     
     
     66,157Office and rent
     
     305,807
     
     
     
     200,127
     
     
     
     143,179Professional and consulting fees
     
     345,402
     
     
     
     440,404
     
     
     
     276,612Salaries and benefits
     
     679,213
     
     
     
     310,719
     
     
     
     329,237Stock-based compensation (Note 8)
     
     2,600,482
     
     
     
     4,655,439
     
     
     
     627,334Travel and public relations
     
     327,899
     
     
     
     321,277
     
     
     
     449,885(4,387,147
     )
     
     
     (6,103,324
     )
     
     
     (1,895,207
     )OTHER INCOME (EXPENSE)Interest income
     
     6,654
     
     
     
     379,733
     
     
     
     735,172Foreign exchange gain (loss)
     
     (914,201
     )
     
     
     923,267
     
     
     
     (204,934
     )Project administration fees
     
     344,848
     
     
     
     667,112
     
     
     
     -Write-down of oil and gas project (Note 5(b))
     
     (2,910,473
     )
     
     
     -
     
     
     
     -Loss on sale of investments (Note 3)
     
     -
     
     
     
     (440,973
     )
     
     
     (12,679
     )(3,473,172
     )
     
     
     1,529,139
     
     
     
     517,559Loss for the year
     
     (7,860,319
     )
     
     
     (4,574,185
     )
     
     
     (1,377,648
     )Other comprehensive income (loss)Unrealized gain (loss) on investments (Note 3)
     
     17,969
     
     
     
     (209,138
     )
     
     
     (531,311
     )Reversal of unrealized loss on disposal of investments
     
     -
     
     
     
     440,973
     
     
     
     -Total comprehensive loss for the year
     $
     (7,842,350
     )
     
     $
     (4,342,350
     )
     
     $
     (1,908,959
     )Basic and diluted loss per common share
     $
     (0.09
     )
     
     $
     (0.07
     )
     
     $
     (0.02
     )Weighted average number of common shares outstanding
     
     88,046,230
     
     
     
     65,264,018
     
     
     
     56,740,221
  F-6 The accompanying notes are an integral part of these consolidated financial statements.


---

OROMIN EXPLORATIONS LTD
CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
(Expressed in Canadian dollars) Year ended
February 28, 2010
     
     
     Year ended
February 28, 2009
     
     
     Year ended
February 29, 2008STATEMENT OF DEFICITBalance, beginning of year
     $
     (19,667,581
     )
     $
     (15,093,396
     )
     $
     (13,715,748
     )Loss for the year
     
     (7,860,319
     )
     
     (4,574,185
     )
     
     (1,377,648
     )Balance, end of year
     $
     (27,527,900
     )
     $
     (19,667,581
     )
     $
     (15,093,396
     )STATEMENT OF ACCUMULATED OTHERCOMPREHENSIVE INCOME (LOSS)Balance, beginning of year
     $
     (299,476
     )
     $
     (531,311
     )
     $
     -Unrealized gain (loss) on investments (Note 3)
     
     17,969
     
     
     (209,138
     )
     
     (531,311
     )Reversal of unrealized losses on disposal of investments
     
     -
     
     
     440,973
     
     
     -Balance, end of year
     $
     (281,507
     )
     $
     (299,476
     )
     $
     (531,311
     )
  F-7 The accompanying notes are an integral part of these consolidated financial statements.


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OROMIN EXPLORATIONS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars) Year Ended February 28, 2010
     
     
     
     Year Ended February 28, 2009
     
     
     
     Year Ended February 29, 2008CASH FLOWS FROM OPERATING ACTIVITIESLoss for the year
     $
     (7,860,319
     )
     
     $
     (4,574,185
     )
     
     $
     (1,377,648
     )Items not affecting cash:Amortization
     
     50,503
     
     
     
     41,807
     
     
     
     2,803Non-cash portion of foreign exchange (gain) loss
     
     38,167
     
     
     
     (70,725
     )
     
     
     12,957Stock-based compensation
     
     2,600,482
     
     
     
     4,655,439
     
     
     
     627,334Loss on sale of investments
     
     -
     
     
     
     440,973
     
     
     
     12,679Write-down of oil and gas project
     
     2,910,473
     
     
     
     -
     
     
     
     -Changes in non-cash working capital items:Decrease (increase) in receivables
     
     (60,521
     )
     
     
     42,693
     
     
     
     (98,963
     )Increase in prepaid expenses and deposits
     
     (52,733
     )
     
     
     (6,250
     )
     
     
     -Increase (decrease) in accounts payable and accrued liabilities
     
     (1,715,398
     )
     
     
     751,381
     
     
     
     1,248,244Net cash provided by (used in) operating activities
     
     (4,089,346
     )
     
     
     1,281,133
     
     
     
     427,406CASH FLOWS FROM FINANCING ACTIVITIESCapital stock issued for cash
     
     26,901,222
     
     
     
     693,098
     
     
     
     24,625,466Share issue costs
     
     (2,215,727
     )
     
     
     -
     
     
     
     (1,430,976
     )Due to joint venture
     
     -
     
     
     
     -
     
     
     
     (2,013,143
     )Proceeds from sale of investments
     
     -
     
     
     
     -
     
     
     
     19,379Proceeds from restricted cash  performance bond
     
     14,585
     
     
     
     -
     
     
     
     59,539Net cash provided by financing activities
     
     24,700,080
     
     
     
     693,098
     
     
     
     21,260,265CASH FLOWS FROM INVESTING ACTIVITIESExpenditures on resource properties, net of recoveries
     
     (15,049,075
     )
     
     
     (20,225,527
     )
     
     
     (11,136,370
     )Advances from (to) joint venture
     
     1,083,672
     
     
     
     (1,120,046
     )
     
     
     -Contractor deposits
     
     (89,802
     )
     
     
     -
     
     
     
     (171,465
     )Purchase of equipment and fixtures
     
     ( 1,011
     )
     
     
     (218,125
     )
     
     
     (32,741
     )Net cash used in investing activities
     
     (14,056,216
     )
     
     
     (21,563,698
     )
     
     
     (11,340,576
     )Change in cash
     
     6,554,518
     
     
     
     (19,589,467
     )
     
     
     10,347,095Cash, beginning of year
     
     6,550,450
     
     
     
     26,139,917
     
     
     
     15,792,822Cash, end of year
     $
     13,104,968
     
     
     $
     6,550,450
     
     
     $
     26,139,917
  Supplemental disclosure with respect to cash flows(Note 16) F-8 The accompanying notes are an integral part of these consolidated financial statements.


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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 generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of 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


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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, 2010, February 28, 2009 and February 29, 2008, the total number of potentially dilutive shares excluded from loss per share was 9,907,071 for 2010, 9,718,000 for 2009 and 12,682,582 for 2008. 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


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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 deposit as held-for-trading and its investments as available-for-sale. Receivables and amounts due from joint venture 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. Capital disclosures Canadian Institute of Chartered Accountants ( CICA ) Handbook Section 1535, Capital Disclosures , requires the disclosure of both qualitative and quantitative information that provides users of financial statements with information to evaluate the entity s objectives, policies and procedures for managing capital. See Note 14 for more details. Financial instruments The Company follows CICA Handbook Sections 3862 Financial Instruments Disclosures and 3863 Financial Instruments Presentation . These sections provide users with information to evaluate the significance of the financial instruments of the entity s financial position and performances, nature and extent of risks arising from financial instruments, and how the entity manages those risks. Section 3863 deals with the classification of financial instruments, related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. See Note 11 for more details. F-12


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  2.
        SIGNIFICANT ACCOUNTING POLICIES(contd...)
  NEW ACCOUNTING POLICIES Effective March 1, 2009 the Company adopted the following new accounting pronouncements: a)
      CICA Handbook Section 3064 Goodwill and intangible assets , which replaces Section 3062, Goodwill and other intangible assets and Section 3450, Research and development costs . This new section establishes standards for the recognition, measurement, presentation, and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062.b)
      CICA Handbook Section 3862, Financial instruments disclosures was amended to require disclosure about the inputs used in making fair value measurements, including their classification within a hierarchy that prioritizes their significance. The three levels of the fair value hierarchy are: Level 1
        Unadjusted quoted prices in active markets for identical assets or liabilities;Level 2
        Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and,Level 3
        Inputs that are not based on observable market data.
  See Note 11 for relevant disclosures. There was no material impact on the Company s financial position or results of operations as a result of adopting these new standards. RECENT ACCOUNTING PRONOUNCEMENTS Business combinations In January 2009, the CICA issued the new Handbook Section 1582 Business combinations , ( Section 1582 ), Section 1601 Consolidated financial statements ( Section 1601 ) and Section 1602 Non-controlling interests ( Section 1602 ), which replace CICA Handbook Section 1581 Business combinations and Section 1600 Consolidated financial statements . Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards ( IFRS ). Section 1582 is applicable for the Company s business combinations with acquisition dates on or after March 1, 2011. Early adoption of the standard is permitted. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Company s interim and annual consolidated financial statements for its fiscal year beginning March 1, 2011. Early adoption of this standard is permitted. If the Company chooses to early adopt any one of these new sections, the other two sections must also be adopted at the same time. 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.  F-13


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OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  2.
        SIGNIFICANT ACCOUNTING POLICIES(contd...)
  RECENT ACCOUNTING PRONOUNCEMENTS(contd...) International Financial Reporting Standards(contd...) The Company has commenced the diagnostic phase of planning for the implementation of IFRS. It has determined that the principal areas of impact will be IFRS 1 first time adoption; presentation of financial statements; property, plant and equipment; asset retirement obligations; impairment of assets; and share-based payments. The Company expects its detailed analysis of relevant IFRS requirements and of IFRS 1 will be complete by the end of its second fiscal quarter August 31, 2010, along with its determination of changes to accounting policies and choices to be made. The Company has not yet reached the stage where a quantified impact of conversion on its financial statements can be measured. The Company expects to complete its quantification of financial statement impacts by the end of its third fiscal quarter November 30, 2010. 3.
        INVESTMENTS
  At February 28, 2010 investments consisted of 1,197,906 shares of Lund Gold Ltd. ( Lund ) acquired in 2007 at a fair value of $371,352 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. These fair value adjustments have been 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. During the year ended February 28, 2009, the Company delivered 750,000 shares of Surge Global Energy Inc. ( Surge ) with a fair value of $81,650 as partial consideration for the acquisition from Surge of a 17.52% interest in the Santa Rosa oil and gas project as described in Note 5(b). The shares had a fair value of $75,165 at February 29, 2008 and the increase in fair value of $6,485 to the date of disposition was credited to other comprehensive loss. During fiscal 2008, 144,500 shares were sold resulting in a net realized loss of $12,679 charged to the statement of operations. A reduction in fair value of $447,458 during the year ended February 29, 2008 was charged to the statement of comprehensive loss. The Surge shares trade on the NASD Over the Counter Bulletin Board and fair values are readily determinable from this active public market. 4.
        EQUIPMENT AND FIXTURES
  2010
        
        2009Cost
        
        
        Accumulated
          Amortization
        
        
        Net
          Book Value
        
        
        Cost
        
        
        Accumulated
          Amortization
        
        
        Net
          Book ValueLeasehold improvements
        $
        197,521
        
        $
        68,827
        
        $
        128,694
        
        $
        197,521
        
        $
        29,322
        
        $
        168,199Office furniture
        
        52,067
        
        
        17,935
        
        
        34,132
        
        
        51,056
        
        
        7,623
        
        
        43,433Computer equipment
        
        2,289
        
        
        1,144
        
        
        1,145
        
        
        2,289
        
        
        458
        
        
        1,831$
        251,877
        
        $
        87,906
        
        $
        163,971
        
        $
        250,866
        
        $
        37,403
        
        $
        213,463
  F-14


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  5.
        RESOURCE PROPERTIES
  The Company changed the name of its gold project in Sénégal from Sabodala to OJVG . OJVG,
        
        
        Santa Rosa,
        
        
        TotalSénégal
        
        
        ArgentinaBalance, February 29, 2008
        $
        19,924,177
        
        $
        1,322,329
        
        $
        21,246,506Acquisition costs
        
        -
        
        
        707,636
        
        
        707,636Camp operation
        
        1,692,971
        
        
        -
        
        
        1,692,971Contractors and geological staff
        
        1,375,398
        
        
        499,254
        
        
        1,874,652Corporate advisory fees
        
        1,656,035
        
        
        -
        
        
        1,656,035Drilling
        
        7,189,120
        
        
        -
        
        
        7,189,120Engineering
        
        1,038,643
        
        
        -
        
        
        1,038,643Exploration office
        
        253,658
        
        
        102,823
        
        
        356,481Land and legal
        
        43,243
        
        
        241,038
        
        
        284,281Presumptive minimum tax
        
        -
        
        
        37,698
        
        
        37,698Sample analysis
        
        2,111,989
        
        
        -
        
        
        2,111,989Social programs
        
        274,156
        
        
        -
        
        
        274,156Tenure payments and mineral bonds
        
        -
        
        
        395,397
        
        
        395,397Travel and accommodation
        
        422,760
        
        
        138,507
        
        
        561,267Value added taxes
        
        -
        
        
        87,962
        
        
        87,962Wages and benefits
        
        777,470
        
        
        -
        
        
        777,47016,835,443
        
        
        2,210,315
        
        
        19,045,758Balance, 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
        
        $
        54,013,565
  F-15


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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 assets, namely the Santa Rosa property, are 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 (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, 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 its interest in the OJVG Property, OJVG was obliged to spend at least US$8 million on exploration of the OJVG Property by April 17, 2007, a condition which was met in October 2006. In March 2007 the Government of Sénégal granted a 20 month extension, to December 2008, to the current Mining Convention conditional on the joint venture spending an additional US$12,000,000 during the extension period. This expenditure has been met. In December 2008 the Government of Sénégal granted a further 12 month extension, to December 22, 2009, to the current Mining Convention conditional on the joint venture spending an additional US$12,000,000 during the further extension period. This expenditure has been met. OJVG was incorporated in August 2006 in anticipation of the completion of the US$8 million 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 has been superseded by the establishment of OJVG, Bendon provided the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. During the year ended February 28, 2006, the Company incurred exploration and general and administrative costs as project manager and recovered $3,329,267 (US$2.8 million) from Bendon. Following the completion of the 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. On January 25, 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 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. F-16


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  5.
        RESOURCE PROPERTIES(contd...)
  **a)**
        OJVG, Sénélgal(cont'd...)
  Pursuant to a series of corporate advisory agreements commencing October 2007 with Bendon, the Company paid Bendon $1,224,622 (US$1,250,000) during the year ended February 29, 2008, $1,656,035 (US$1,500,000) during the year ended February 28, 2009 and $1,360,575 (US$1,250,000) during the year ended February 28, 2010. Effective February 12, 2010 the Company agreed to a renewal of the corporate advisory agreement, and committed to make payments totaling US$2,000,000 for the period February to December 2010. The portion attributable to the month of February 2010 is $110,523 (US$105,000) and is included in the $1,471,098 of corporate advisory fees for the year ended February 28, 2010. The Company s proportionate interest in OJVG is summarized as follows: 2010
        
        
        2009
        
        
        2008ASSETSCurrentCash
        $
        3,101,247
        
        $
        204,289
        
        $
        997,924Receivables
        
        56,470
        
        
        77,727
        
        
        55,182Prepaid expenses
        
        5,180
        
        
        -
        
        
        -3,162,897
        
        
        282,016
        
        
        1,053,106Resource properties
        
        49,532,599
        
        
        34,546,075
        
        
        18,667,487Contractor deposits
        
        274,007
        
        
        222,372
        
        
        171,465$
        52,969,503
        
        $
        35,050,463
        
        $
        19,892,058LIABILITIESCurrent liabilities
        $
        1,080,094
        
        $
        1,974,501
        
        $
        1,106,104SHAREHOLDERS EQUITYEquity
        
        51,314,156
        
        
        32,863,420
        
        
        18,760,686Retained earnings
        
        575,253
        
        
        212,542
        
        
        25,26851,889,409
        
        
        33,075,962
        
        
        18,785,954$
        52,969,503
        
        $
        35,050,463
        
        $
        19,892,058Cash flows provided by (used in):Operating activities
        $
        400,878
        
        $
        136,367
        
        $
        25,268Financing activities
        
        18,450,736
        
        
        14,102,734
        
        
        10,305,734Investing activities
        
        (15,954,656
        )
        
        (15,032,736
        )
        
        (9,333,078
        )
  The Company s share of OJVG s income for the years ended February 28, 2010, February 28, 2009 and February 29, 2008 was $362,711, $187,274 , and $25,268 respectively. F-17


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  5.
        RESOURCE PROPERTIES(contd...)
  b)
      Santa Rosa, Argentina On September 29, 2000, the Company, through its subsidiary Exploraciones Oromin, S.A. ( EOSA ), submitted a bid to the Secretariat of Energy of the Republic of Argentina (the Secretariat ) to acquire certain oil and gas rights in the Cuyana Basin of central Argentina. In March 2001, the Secretariat approved the Company s bid to acquire a 100% interest in those certain oil and gas exploration rights, which are located in the Province of Mendoza (the Santa Rosa Property ). In January 2007 the federal government of the Republic of Argentina 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; this commitment has been met. 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. Agreements with Surge Global Energy, Inc. By a series of agreements over the period June 2002 through February 2005 the Company, through its subsidiaries, conveyed an effective 17.52% interest in the Santa Rosa Property to Surge, a corporation whose shares trade on the OTC Bulletin Board market in the United States, in consideration of the payment by Surge during the 2005 fiscal year of US$600,000 in cash and the issue to a subsidiary of the Company of 1,000,000 shares of Surge. The cash payment was translated as $832,680 and the Surge shares ascribed a fair value of $1,377,940 at the time received, and a subsidiary of the Company which indirectly holds the Santa Rosa Project issued common shares to Surge to establish Surge s agreed 17.52% interest. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares. A director of the Company served as a director of Surge from August 2002 until April 2007. Effective March 25, 2008 the Company acquired back from Surge the 17.52% interest in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of Surge s shares, of which 750,000 were the balance after the sales described above of the shares originally obtained, and 250,000 were acquired from a director and senior officer of the Company. Participation interest of Otto Energy Ltd. On November 15, 2005, the Company entered into a letter of intent (the LOI ) with Otto Energy Ltd. ( Otto ), a corporation whose shares trade on the Australian Stock Exchange, whereby Otto could acquire up to a 41.24% interest in the Santa Rosa Property, in two stages, by spending up to US$2,297,381 on exploration and development of the project. In December 2008 the LOI was replaced by a joint venture agreement, pursuant to which Otto elected to 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 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. 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 Project. This re-established the Company s interest to 100%. The joint venture expended a total of $2,939,349 on the Santa Rosa project, of which the net costs attributed to the Company s interest were $480,862. Net costs attributed to Otto s interest were $2,458,487 made up of its initial payment of $1,615,217 and additional joint venture billings of $843,270. The Company determined the fair value of the Santa Rosa Project as $1,103,033 and has recognized an impairment charge of $2,910,473 for the year ended February 28, 2010. F-18


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  6.
        PERFORMANCE BOND RESTRICTED CASH
  The Company has a bond lodged at a bank in Argentina with a value of US$40,875 (2009 US$19,300) 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. In October 2008 agencies of the federal government of Argentina seized US$35,200 as part of a taxation dispute. The Company expected the dispute to be resolved in its favour and accordingly classified the seized funds as a receivable at February 28, 2009. In June 2009 this dispute was resolved and the US$35,200 was restored to the account. In August 2009 the scheduled annual release of US$13,625 plus accrued interest was received. 7.
        CAPITAL STOCK AND CONTRIBUTED SURPLUS
  a)
      In November 2007, the Company closed a non-brokered private placement of 1,800,000 units and a brokered private placement of 5,400,000 units, all at a price of $2.50 per unit for proceeds of $16,569,024 (net of share issue costs of $1,430,976). Each unit consisted of one share and one half share purchase warrant, every whole warrant entitling the purchase of one additional share at a price of $3.30 per share until November 15, 2009 in the case of 2,700,000 warrants and November 26, 2009 in the case of 900,000 warrants. The Company also issued 540,000 broker compensation warrants with a value of $545,821. Each broker warrant was exercisable for one common share at $2.75 per share until November 15, 2009. The assumptions used for the Black-Scholes valuation of the broker warrants were a risk-free interest rate 4.08%, an expected life of two years, a dividend rate of 0% and an annualized volatility of 62.35%. These warrants expired in November 2009 unexercised.b)
      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).c)
      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%. F-19


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  7.
        CAPITAL STOCK AND CONTRIBUTED SURPLUS(contd...)
  Number
        
        
        
        
        
        Contributedof Shares
        
        
        Amount
        
        
        SurplusAuthorizedAn unlimited number of common shares no par valueIssuedBalance as at February 28, 2007
        50,457,878
        
        $
        34,635,509
        
        $
        3,197,435For cash pursuant to private placement (a)
        7,200,000
        
        
        16,569,024
        
        
        -Broker compensation warrants
        -
        
        
        (545,821
        )
        
        545,821For cash on exercise of warrants
        7,088,705
        
        
        6,559,166
        
        
        -For cash on exercise of stock options
        226,000
        
        
        66,300
        
        
        -Transfer from contributed surplus on exercise of stock options
        -
        
        
        40,855
        
        
        ( 40,855
        )Transfer from contributed surplus on exercise of compensation warrants
        -
        
        
        183,978
        
        
        (183,978
        )Stock-based compensation
        -
        
        
        -
        
        
        627,334Balance 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 (b)
        28,571,429
        
        
        20,000,000
        
        
        -For cash pursuant to prospectus offering (c)
        8,117,850
        
        
        6,900,172
        
        
        -For cash on exercise of stock options
        3,000
        
        
        1,050
        
        
        -For oil and gas property (Note 5(b))
        75,000
        
        
        63,750
        
        
        -Share issue costs:Cash
        -
        
        
        (2,447,921
        )
        
        -Broker compensation warrants (c)
        -
        
        
        (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
        
        $
        11,244,638
  F-20


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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: 2010
     
     2009
     
     2008Number
of Options
     
     
     Weighted 
Average
Exercise
Price
     
     Number
of Options
     
     
     Weighted
Average
Exercise
Price
     
     Number
of Options
     
     
     Weighted 
Average
Exercise
PriceOutstanding, beginning of year
     5,578,000
     
     $
     2.50
     
     3,958,000
     
     $
     1.50
     
     3,624,000
     
     $
     1.23Granted
     3,945,000
     
     
     1.12
     
     2,645,000
     
     
     3.23
     
     560,000
     
     
     2.80Exercised
     ( 3,000
     )
     
     0.35
     
     (1,025,000
     )
     
     0.54
     
     (226,000
     )
     
     0.29Expired
     ( 100,000
     )
     
     2.60
     
     -
     
     
     
     
     -Outstanding, end of year
     9,420,000
     
     $
     1.92
     
     5,578,000
     
     $
     2.50
     
     3,958,000
     
     $
     1.50Exercisable, end of year
     9,420,000
     
     $
     1.92
     
     5,578,000
     
     $
     2.50
     
     3,751,750
     
     $
     1.43
  During fiscal 2010, the Company granted options to acquire 3,945,000 (2009  2,645,000; 2008  560,000) common shares with a weighted average fair value of $0.66 (2009 - $1.65; 2008  $1.66) per option, resulting in stock-based compensation being recognized of $2,600,482 (2009  $4,365,242; 2008  $627,334). An additional $nil (2009 $290,197; 2008  $nil) 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: 2010
     2009
     2008Risk-free interest rate
     2.4  2.5%
     2.8  3.0%
     4.2  4.6%Expected life
     5 years
     2 to 5 years
     2 to 5 yearsAnnualized volatility
     70  71 %
     54  78 %
     62  82 %Dividend rate
     0%
     0%
     0%
  F-21


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  8.
     STOCK OPTIONS(contd)
  As at February 28, 2010, the following stock options were outstanding and exercisable: Exercise price
     Number of options
     
     Expiry date
     Number of options subsequently cancelled$           0.40
     75,000
     
     June 1, 2010
     -0.35
     84,000
     
     July 12, 2010
     -0.70
     300,000
     
     September 15, 2010
     -2.79
     75,000
     
     October 1, 2010
     75,0000.80
     100,000
     
     November 22, 2010
     -1.90
     1,621,000
     
     February 15, 2011
     1,591,0002.02
     20,000
     
     April 21, 2011
     20,0002.13
     100,000
     
     May 4, 2011
     100,0002.04
     70,000
     
     January 9, 2012
     70,0002.80
     200,000
     
     April 20, 2012
     200,0002.91
     85,000
     
     May 8, 2012
     35,0002.91
     100,000
     
     May 9, 2012
     -3.40
     75,000
     
     March 1, 2013
     75,0003.25
     2,320,000
     
     March 26, 2013
     2,270,0003.00
     250,000
     
     May 14, 2013
     100,0001.12
     3,870,000
     
     July 10, 2014
     3,585,0000.90
     75,000
     
     October 7, 2014
     -9,420,000
     
     
     8,121,000
  Effective March 9, 2010 holders of options on a total of 7,721,000 shares agreed to the cancellation of those options. Effective April 30, 2010 options on a total of 400,000 shares expired due to the termination of certain service provider agreements. The total 8,121,000 options subsequently cancelled is set out in the table above. 9.
     WARRANTS
  Share purchase warrant transactions are summarized as follows: 2010
     
     2009
     
     2008Number
of
Warrants
     
     
     Weighted
Average
Exercise
Price
     
     Number
of
Warrants
     
     
     Weighted
Average
Exercise
Price
     
     Number
of
Warrants
     
     
     Weighted
Average
Exercise
PriceBalance, beginning of year
     4,140,000
     
     $
     3.23
     
     8,724,582
     
     $
     2.67
     
     11,673,287
     
     $
     1.41Issued
     487,071
     
     
     0.85
     
     -
     
     
     -
     
     4,140,000
     
     
     3.23Exercised
     -
     
     
     -
     
     ( 70,023
     )
     
     1.99
     
     (7,088,705
     )
     
     0.93Expired
     (4,140,000
     )
     
     3.23
     
     (4,514,559
     )
     
     2.17
     
     -
     
     
     -Balance, end of year
     487,071
     
     $
     0.85
     
     4,140,000
     
     $
     3.23
     
     8,724,582
     
     $
     2.67
  F-22


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  9.
     WARRANTS(contd)
  As at February 28, 2010, the following share purchase warrants were outstanding and exercisable: Number of Warrants
     Exercise Price
     
     Expiry Date487,071
     0.85
     
     December 2, 2011
  10.
     RELATED PARTY TRANSACTIONS
  The Company incurred costs with directors and companies related by directors in common as follows: 2010
     
     2009
     
     2008Professional and consulting fees
     $
     396,780
     $
     357,734
     $
     334,024Salaries and benefits
     
     474,440
     
     258,400
     
     229,153Share 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, 2010 is $307,434 (February 28, 2009 - $114,938) 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-23


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  11.
     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
  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, 2010 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 $20,027 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 $200,270. 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, 2010 the Company held cash resources of $13,104,968 and had accounts payable and accrued liabilities of $1,700,992 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 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. F-24


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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: 2010
     
     
     
     2009
     
     
     
     2008Loss for the year
     $
     (7,860,319
     )
     
     $
     (4,574,185
     )
     
     $
     (1,377,648
     )Expected income tax recovery
     $
     2,339,036
     
     
     $
     1,387,544
     
     
     $
     464,067Stock-based compensation and other permanent differences
     
     (552,359
     )
     
     
     (1,490,272
     )
     
     
     (221,935
     )Effect of reduction in future income tax rates
     
     (226,596
     )
     
     
     (96,574
     )
     
     
     (521,425
     )Change in valuation allowance
     
     (1,560,081
     )
     
     
     199,302
     
     
     
     279,293$
     -
     
     
     $
     -
     
     
     $
     -
  The significant components of the Companys future income tax assets are as follows: 2010
     
     
     
     2009Future income tax assetsResource properties and equipment
     $
     3,872,210
     
     
     $
     2,044,763Non-capital loss carry-forwards
     
     1,537,503
     
     
     
     742,031Share issue costs
     
     636,954
     
     
     
     323,764Other
     
     24,911
     
     
     
     79,4966,071,578
     
     
     
     3,190,054Less: valuation allowance
     
     (6,071,578
     )
     
     
     (3,190,054
     )$
     -
     
     
     $
     -
  The Company has non-capital losses of approximately $6,200,000 (2009  $2,900,000) available for deduction against future years taxable income in Canada. These losses, if unutilized, will expire up to 2030. 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-25


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  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: 2010
     
     
     
     2009Sénégal
     $
     52,910,532
     
     
     $
     36,759,620Argentina
     
     1,103,033
     
     
     
     3,532,644Canada
     
     163,971
     
     
     
     213,463$
     54,177,536
     
     
     $
     40,505,727
  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.
     COMMITMENTS
  Lease 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 follow, for the fiscal years ended February 28 or 29: 2011
     231,936
     
     For the 12 month fiscal year2012
     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
  Corporate advisory agreement The Company is committed to payments totalling US$2,000,000 pursuant to the 2010 corporate advisory agreement described in Note 5(a). US$500,000 was paid in each of March and April 2010 and additional payments of US$500,000 each are due in July and October 2010. F-26


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)February 28, 2010
  16.
     SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
  2010
     
     
     
     2009
     
     
     
     2008Non-cash operating activitiesAccounts payable incurred for resource property expenditures
     $
     1,258,952
     
     
     $
     2,110,789
     
     
     $
     1,516,482Performance bond included in receivables
     
     (28,957
     )
     
     
     (62,042
     )
     
     
     -Share issue costs included in accounts payable
     
     232,194
     
     
     
     -
     
     
     
     -$
     1,462,189
     
     
     $
     2,048,747
     
     
     $
     1,516,482Non-cash financing activitiesExercise of stock options
     $
     ( 713
     )
     
     $
     (309,088
     )
     
     $
     (40,855
     )Contributed surplus allocated to capital stock on exercise of stock options
     
     713
     
     
     
     309,088
     
     
     
     40,855Shares issued for resource property
     
     63,750
     
     
     
     -
     
     
     
     -Share issue costs incurred through accounts payable
     
     (232,194
     )
     
     
     -
     
     
     
     -Broker compensation warrants
     
     169,763
     
     
     
     -
     
     
     
     545,821Contributed surplus arising from broker compensation warrants
     
     (169,763
     )
     
     
     -
     
     
     
     (545,821
     )Exercise of broker compensation warrants
     
     -
     
     
     
     (17,002
     )
     
     
     (183,978
     )Contributed surplus allocated to capital stock on exercise of broker compensation warrants
     
     -
     
     
     
     17,002
     
     
     
     183,978Performance bond
     
     28,957
     
     
     
     62,042
     
     
     
     -$
     (139,487
     )
     
     $
     62,042
     
     
     $
     -Non-cash investing activitiesResource property expenditures incurred through accounts payable
     $
     (1,258,952
     )
     
     $
     (2,110,789
     )
     
     $
     (1,516,482
     )Resource property expenditures incurred through share issue
     
     ( 63,750
     )
     
     
     -
     
     
     
     -Resource property expenditures incurred through advances to joint venture
     
     -
     
     
     
     (667,112
     )
     
     
     -Advances to joint venture for resource property expenditures
     
     -
     
     
     
     667,112
     
     
     
     -Investments received (delivered) on disposition (acquisition) of mineral property
     
     -
     
     
     
     (81,650
     )
     
     
     371,352Proceeds from acquisition (disposition) of mineral property for investments
     
     -
     
     
     
     81,650
     
     
     
     (371,352
     )$
     (1,322,702
     )
     
     $
     (2,110,789
     )
     
     $
     (1,516,482
     )Interest paid during the year
     $
     -
     
     
     $
     -
     
     
     $
     -Income taxes paid during the year
     
     -
     
     
     
     -
     
     
     
     -
  F-27


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian Dollars)FEBRUARY 28, 2010
  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 2010
     
     2009Balance,
     
     
     
     
     Balance,
     
     
     Balance,
     
     
     
     
     Balance,Canadian
     
     
     
     
     U.S.
     
     
     Canadian
     
     
     
     
     U.S.GAAP
     
     Adjustment
     
     
     GAAP
     
     
     GAAP
     
     Adjustment
     
     
     GAAPCurrent assets
     $
     13,481,481
     $
     -
     
     $
     13,481,481
     
     $
     6,828,825
     $
     -
     
     $
     6,828,825Resource properties (a)
     
     54,013,565
     
     (52,910,532
     )
     
     1,103,033
     
     
     40,292,264
     
     (36,759,620
     )
     
     3,532,644Advances to joint venture
     
     36,374
     
     -
     
     
     36,374
     
     
     1,787,158
     
     -
     
     
     1,787,158Contractor deposits
     
     274,007
     
     -
     
     
     274,007
     
     
     222,372
     
     -
     
     
     222,372Equipment and fixtures
     
     163,971
     
     -
     
     
     163,971
     
     
     213,463
     
     -
     
     
     213,463Performance bond
     
     43,025
     
     -
     
     
     43,025
     
     
     24,525
     
     -
     
     
     24,525$
     68,012,423
     $
     (52,910,532
     )
     $
     15,101,891
     
     $
     49,368,607
     $
     (36,759,620
     )
     $
     12,608,987Current liabilities
     $
     1,700,992
     $
     -
     
     $
     1,700,992
     
     $
     2,332,359
     $
     -
     
     $
     2,332,359Shareholders equity (a)
     
     66,311,431
     
     (52,910,532
     )
     
     13,400,899
     
     
     47,036,248
     
     (36,759,620
     )
     
     10,276,628$
     68,012,423
     $
     (52,910,532
     )
     $
     15,101,891
     
     $
     49,368,607
     $
     (36,759,620
     )
     $
     12,608,987
  Loss for the year 2010
     
     
     
     2009
     
     
     
     2008Loss for the year - Canadian GAAP
     $
     (7,860,319
     )
     
     $
     (4,574,185
     )
     
     $
     (1,377,648
     )Exploration expenditures expensed under U.S. GAAP (a)
     
     (16,150,912
     )
     
     
     (16,835,443
     )
     
     
     (10,257,701
     )Loss for the year - U.S. GAAP
     
     (24,011,231
     )
     
     
     (21,409,628
     )
     
     
     (11,635,349
     )Holding gains (losses) on investments
     
     17,969
     
     
     
     ( 209,138
     )
     
     
     ( 531,311
     )Reversal of unrealized loss
     
     -
     
     
     
     440,973
     
     
     
     -Comprehensive loss - U.S. GAAP
     $
     (23,993,262
     )
     
     $
     (21,177,793
     )
     
     $
     (12,166,660
     )Basic and diluted loss per share - U.S. GAAP
     $
     (0.27
     )
     
     $
     (0.33
     )
     
     $
     (0.21
     )
  F-28


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FEBRUARY 28, 2010
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd )
  Cash flows 2010
     
     
     
     2009
     
     
     
     2008Cash flows from operating activitiesPer Canadian GAAP
     $
     (4,089,346
     )
     
     $
     1,281,133
     
     
     $
     427,406Expenditures on resource properties
     
     (14,568,213
     )
     
     
     (18,016,212
     )
     
     
     (10,977,283
     )Per U.S. GAAP
     $
     (18,657,559
     )
     
     $
     (16,735,079
     )
     
     $
     (10,549,877
     )Cash flows from investing activitiesPer Canadian GAAP
     $
     (14,056,216
     )
     
     $
     (21,563,698
     )
     
     $
     (11,340,576
     )Expenditures on resource properties
     
     14,568,213
     
     
     
     18,016,212
     
     
     
     10,977,283Per U.S. GAAP
     $
     511,997
     
     
     $
     (3,547,486
     )
     
     $
     (363,293
     )
  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 unproven 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. F-29


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FEBRUARY 28, 2010
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)
  b)
     Adoption of new accounting policies During fiscal 2010, the Company adopted the Financial Accounting Standard Board (FASB) Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105, Generally Accepted Accounting Principles (the Codification). The Codification has become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective with the Companys adoption on September 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to our consolidated financial statements, it did not result in any impact on the Companys results of operations, financial condition, or cash flows. In December 2007, the FASB issued SFAS No. 160, Non-controlling interests in Consolidated Financial Statements (SFAS 160) (Codified within ASC 810), which clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosures, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. The Company adopted the provisions of SFAS 160 on March 1, 2009 and the adoption of this pronouncement had no impact on the Companys financial statements. In December 2007, the FASB issued SFAS No. 141 Business Combinations (SFAS 141) (revised 2007) (Codified within ASC 805) to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141 establishes principles and requirements for the acquirer to (1) recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest; (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (3) determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. The Company adopted the provisions of SFAS 141(R) on March 1, 2009 and the adoption had no impact on the Companys financial statements. In November 2008, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 08-6 Equity Method Investment Accounting Considerations (EITF 08-6) (Codified within ASC 323), which clarifies the accounting for certain transactions and guidance on a number of factors, including, determination of the initial carrying value of an equity method investment, performing an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment, accounting for an equity method investees issuance of shares and accounting for a change in an investment from the equity method to the cost method. EITF 08-6 was effective for the Companys fiscal year beginning on March 1, 2009 and has been applied prospectively. The adoption of EITF 08-6 had no impact on the Companys financial statements. F-30


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FEBRUARY 28, 2010
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)
  b)
     Adoption of new accounting policies(contd) In April 2009, the FASB issued ASC 820-10-65 formerly FASB Staff Position FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). This provides significant guidance for determining when a market has become inactive as well as guidance for determining whether transactions are not orderly. It also provides guidance on the use of valuation techniques and the use of broker quotes and pricing services. It reiterates that fair value is based on an exit price and also that fair value is market-driven and not entity-specific. The accounting standard of codification applies to all assets and liabilities within the scope of ASC 820 and is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 820-10-65 did not have a material effect on the Companys results of operations, financial position, and cash flows. In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This ASC is effective for interim and annual periods ending after June 15, 2009. The adoption did not have a material effect on the Companys results of operations, financial position, and cash flows. In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855),amending ASC 855. ASU 2010-09 removes the requirement for an SEC filer to disclose a date relating to its subsequent events in both issued and revised financial statements. ASU 2010-09 also eliminates potential conflicts with the SECs literature. Most of ASU 2010-09 is effective upon issuance of the update. The Company adopted ASU 2010-09 in February 2010, and accordingly has not disclosed the date relating to its subsequent events. c)
     Recent accounting pronouncements 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 adoption of ASU 2010-06 is not expected to have material impact on the Companys financial position or results of operations. 18.
     SUBSEQUENT EVENTS
  A total of 8,121,000 stock options expired between March 9 and April 30, 2010 as set out in Note 8. On March 31, 2010 the Company granted incentive stock options for the acquisition of a total of up to 860,000 common shares exercisable for a five year term expiring March 31, 2015 at the exercise price of $0.65 per share. These options vested immediately with the exception of 150,000 options which vest as to 37,500 shares on each of June 30, September 30 and December 31, 2010 and March 31, 2011. F-31


---

REPUBLIC OF SENEGALOne People  One Goal  One Faith----------*----------
  MINISTRY OF MINES, INDUSTRY, 
FOOD PROCESSING
AGRICULTURAL PRODUCTS AND SMEs Draft decree granting the company Oromin Joint Venture Group (OJVG LTD) a mining concession for gold and other ancillary substances in Golouma, Subprefecture of Sabodala, Region of Kedougou PRESENTATION REPORT As part of the mining convention dated February 17, 2005, signed between the State of Senegal and the company Oromin Exploration Ltd and the mining search permit for gold and other ancillary substances to Oromin Exploration Ltd (perimeter of Sabodala, 230 km2) delivered by decree No. 000918/MEM/DMG of March 4, 2005, the company Oromin Exploration Ltd carried out an important exploration program. These works will have progressed from a large-scale campaign of geochemical sampling and geophysical surveys to a targeted investigation by reverse circulation drilling and core drilling. Oromin succeeded in identifying several exploration targets and six (6) deposits: Masato, Golouma West, Golouma South, Kerekounda, Niakafiri and Maki Medina which reached a sufficient number of drillings to allow classifying them among mineral resources. Furthermore, OROMIN carried out a Strategic Impact Study of its project whose report was validated as shown by the attestation of environmental conformity No. 0178/MEPNBRLA/DEEC/DEIPN/ann of January 25, 2010. OROMIN also carried out a brief feasibility study whose basis consists of the most advanced deposits in terms of exploration, namely: Golouma West, Golouma South, Massato and Kerekounda. This study allowed demonstrating that for an estimated life of 13 years and exploitation starting with 3 open pit mines in Goulouma [sic] South and West and Massato, plus one smaller underground mine in Kerekounda, 19 million tons of pretreated mineral and 137.2 million tons of waste rock will be produced. Thus, knowing that ongoing studies are seeking to increase the reserves in the rest of the perimeter, the request for a mining concession with a term of 15 years is justified. E-457


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- 2 - The location of the mining concession with an estimated area of 212.6 km2is delimited by the following UTM WGS 84 (Zone 28 P) coordinates: Points
     X
     YA
     814,448
     1,467,544B
     826,026
     1,463,606C
     812,226
     1,444,991D
     802,663
     1,450,881E
     807,539
     1,457,938F
     811,548
     1,457,938G
     811,548
     1,456,220H
     814,448
     1,456,220
  This is the economy of this draft decree./- [stamp:]REPUBLIC OF SENEGAL[illegible]Ousmane NGOME-458


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REPUBLIC OF SENEGALOne People  One Goal  One Faith
  2010-83 Decree granting the company Oromin Joint Venture Group Ltd (OJVG LTD) a mining concession for gold and other ancillary substances in Golouma, Subprefecture of Sabodala, Region of Kedougou THE PRESIDENT OF THE REPUBLIC, PURSUANT TO
     the Constitution;PURSUANT TO
     Law No. 64-46 of June 17, 1964, relating to the National Domain, together with other texts issued for the implementation thereof;PURSUANT TO
     Law No. 2003-36 of November 24, 2003, containing the Mining Code;PURSUANT TO
     Decree No. 2004-647 of May 17, 2004, specifying the terms of implementation of the law containing the Mining Code;PURSUANT TO
     Decree No. 2009-451 of April 30, 2009, appointing the Prime Minister;PURSUANT TO
     Decree No. 2009-550 of June 9, 2009, relating to the functions of the Ministry of Mines and Industry, Food Processing, Agricultural Products and SMEs;PURSUANT TO
     Decree No. 2009-1380 of December 2, 2009, relating to the organization of the Ministry of Mines and Industry, Food Processing, Agricultural Products and SMEs;PURSUANT TO
     Decree No. 2009-1405 of December 22, 2009, relating to the distribution of functions among the State Services and of the control of public establishments, national companies and corporations in which the Presidency of the Republic, the Prime Ministry and Ministries hold a public interest;PURSUANT TO
     Decree No. 2009-1432 of December 24, 2009, terminating the functions of a Minister and appointing a new Minister and establishing the composition of the Government;PURSUANT TO
     Order No. 000918/MEM/DMG of March 4, 2005, granting to the Oromin Exploration Ltd company a mining exploration permit relating to gold and other ancillary substances (Sabodala Perimeter, 230 km2);PURSUANT TO
     Order No. 000599/MEM/DMG of February 7, 2007, transferring to Oromin Joint Venture Group and extending a mining exploration permit relating to gold and other ancillary substances (Sabodala Perimeter, 230 km2);PURSUANT TO
     Order No. 11077/MMIPME/DMG of December 31, 2008, extending again a mining exploration permit relating to gold and other ancillary substances and reducing the area of the extended mining exploration permit (Sabodala Perimeter, 212.6 km2);PURSUANT TO
     the mining agreement executed on February 17, 2005, between the State of Senegal and the Oromin Exploration Ltd company;PURSUANT TO
     Attestation No. 0178/MEPNBRLA/DEEC/DEIPN/ann of January 25, 2010, containing the approval of the Strategic Environmental Study of the Sabodala Project of Oromin Joint Venture Group Ltd;PURSUANT TO
     Request No. DSG/OB/No. 020/09 Dion of August 21, 2009 of Oromin Joint Venture Group Ltd;BASED ON THE
     Report of the Minister of State, Minister of Mines and Industry, Food Processing, Agricultural Products and Small- and Medium-size Enterprises,
 E-459


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- 2 - DECREES Article 1:                    Oromin Joint Venture Group Ltd (OJVG), headquartered in Almadies, Zone 15, villa No. 4, Dakar-Senegal, is granted a mining concession relating to gold and other ancillary substances in Golouma, Subprefecture of Sabodala, Region of Kedougou. Article 2:                    The location of the mining concession with an estimated area of 212.6 km2is delimited by the following UTM WGS 84 (Zone 28 P) coordinates: Points
     X
     YA
     814,448
     1,467,544B
     826,026
     1,463,606C
     812,226
     1,444,991D
     802,663
     1,450,881E
     807,539
     1,457,938F
     811,548
     1,457,938G
     811,548
     1,456,220H
     814,448
     1,456,220
  Article 3:                    The term of the mining concession is fifteen (15) years, renewable. Article 4:                    The mining concession is granted, subject to the accuracy of the declarations and information provided by Oromin Joint Venture Group Ltd, the rights of third parties and barring error in the maps. Article 5:                    The mining concession is subject to all the obligations under law No. 2003-36 of November 24, 2003, containing the Mining Code and Decree No. 2004-647 of May 17, 2004, specifying the terms of implementation of the law containing the Mining Code. Article 6:                    Oromin Joint Venture Group Ltdwill conduct, at its own expense, before starting any mining exploitation in the concession, a complete feasibility study and an in-depth impact study of the exploitation on the environment, pursuant to article 83 of law No. 2003-36 of November 24, 2003, containing the Mining Code and article 26 of decree No. 2004-647 of May 17, 2004, specifying the terms of implementation of the law containing the Mining Code. E-460   - 3 - Article 7:                    The mining convention signed on February 17, 2005 between the State of Senegal and Oromin Exploration Ltd, pursuant to the provisions of article 86 of the Mining Code, is enclosed with this decree and establishes the rights and obligations of the State and of said company. Article 8:                    Within a term of six (06) months from the signing date of this decree, Oromin Joint Venture Group Ltdis obligated to start the formalities necessary for the registration of the mining concession with the Land Conservation Bureau. Article 9:                    The Minister of State, Minister of Mines and Industry, Food Processing, Agricultural Products and Small- and Medium-size Enterprises are in charge, each within his jurisdiction, of the implementation of this decree, which will be published in the Journal Officiel de la Republique du Senegal [Official Journal of the Republic of Senegal]./- Made in Dakar on January 26, 2010 By the President of the Republic
        [signature]Abdoulaye WADEThe Prime Minister[signature]Souleymane Ndene NDIAYE
 To view the Official French Version in pdf dated January 26, 2010, please follow the link here: Mining  License for the OJVG Project E-461


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