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United States Securities and Exchange Commission

Washington, D.C. 20549

_________________________________________________



FORM 20-F



[  ]

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

OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended May 31, 2009

OR

[  ]

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

OR

[  ]

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



Commission File Number 000-31076



Teryl Resources Corp.

(Exact name of Registrant as specified in its charter)



Not applicable

(Translation of Registrants name into English)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



John Robertson, President, jr@ihiway.com

240-11780 Hammersmith Way, Richmond, British Columbia V7A 5E9, CanadaPhone: 604-278-5996  Fax 604-278-3409

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



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

None

(Title of Class)



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

Common Stock, no par value

(Title of Class)



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

Common Stock, no par value

(Title of Class)



Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 49,587,528 shares of common stock



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  
  Yes o   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 o   No x



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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 o





Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                            |                      |                          
|--------------------------- | -------------------- | -------------------------
|Large accelerated filer [ ] | Accelerated file [ ] | 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:



|           |                                                                                                        |       
|---------- | ------------------------------------------------------------------------------------------------------ | ------
|oU.S. GAAP | oInternational Financial Reporting Standards as issued by the International Accounting Standards Board | xOther



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. o



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  o    No   x







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TABLE OF CONTENTS



|                                                                    |   
|------------------------------------------------------------------- | --
|INTRODUCTION                                                        | 5 
|PART I                                                              | 6 
|ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS       | 6 
|ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                     | 6 
|ITEM 3. KEY INFORMATION                                             | 6 
|A. SELECTED FINANCIAL DATA                                          | 6 
|B. CAPITALIZATION AND INDEBTEDNESS                                  | 8 
|C. REASON FOR THE OFFER AND USE OF PROCEEDS                         | 8 
|D. RISK FACTORS                                                     | 8 
|ITEM 4. INFORMATION ON THE COMPANY                                  | 14
|A. HISTORY AND DEVELOPMENT                                          | 14
|B. BUSINESS OVERVIEW                                                | 15
|C. ORGANIZATIONAL STRUCTURE                                         | 18
|D. PROPERTY, PLANT AND EQUIPMENT                                    | 18
|ITEM 4A. UNRESOLVED STAFF COMMENTS                                  | 29
|ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                | 29
|A. OPERATING RESULTS                                                | 30
|B. LIQUIDITY AND CAPITAL RESOURCES                                  | 32
|C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC              | 34
|D. TREND INFORMATION                                                | 34
|E. OFF-BALANCE SHEET ARRANGEMENTS                                   | 34
|F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS                    | 35
|G. SAFE HARBOR                                                      | 36
|ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                  | 36
|A. DIRECTORS AND SENIOR MANAGEMENT                                  | 36
|B. COMPENSATION                                                     | 38
|C. BOARD PRACTICES                                                  | 44
|D. EMPLOYEES                                                        | 45
|E. SHARE OWNERSHIP                                                  | 45
|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS           | 46
|A. MAJOR SHAREHOLDERS                                               | 46
|B. RELATED PARTY TRANSACTIONS                                       | 46
|C. INTERESTS OF EXPERTS AND COUNSEL                                 | 47
|ITEM 8. FINANCIAL INFORMATION                                       | 47
|A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION          | 47
|B. SIGNIFICANT CHANGES                                              | 48
|ITEM 9. THE OFFER AND LISTING                                       | 48
|A. OFFER AND LISTING DETAILS                                        | 48
|B. PLAN OF DISTRIBUTION                                             | 50
|C. MARKETS                                                          | 50
|D. SELLING SHAREHOLDERS                                             | 50
|E. DILUTION                                                         | 50
|F. EXPENSES OF THE ISSUE                                            | 50
|ITEM 10. ADDITIONAL INFORMATION                                     | 50
|A. SHARE CAPITAL                                                    | 50
|B. MEMORANDUM AND ARTICLES OF ASSOCIATION                           | 50
|C. MATERIAL CONTRACTS                                               | 51
|D. EXCHANGE CONTROLS                                                | 52
|E. TAXATION                                                         | 52
|F. DIVIDENDS AND PAYING AGENTS                                      | 53
|G. STATEMENT BY EXPERTS                                             | 53
|H. DOCUMENTS ON DISPLAY                                             | 53
|I. SUBSIDIARY INFORMATION                                           | 53
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 53
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES     | 53
|PART II                                                             | 54
|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES            | 54





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|                                                                                       |   
|-------------------------------------------------------------------------------------- | --
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. | 54
|A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                            | 54
|B. USE OF PROCEEDS                                                                     | 54
|ITEM 15. CONTROLS AND PROCEDURES                                                       | 54
|ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT                                             | 55
|ITEM 16B. CODE OF ETHICS                                                               | 55
|ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 56
|ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 57
|ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 57
|PART III                                                                               | 57
|ITEM 17. FINANCIAL STATEMENTS                                                          | 57
|ITEM 18. FINANCIAL STATEMENTS                                                          | 57
|ITEM 19. EXHIBITS                                                                      | 57
|GLOSSARY OF MINING TERMS                                                               | 58
|SIGNATURE PAGE                                                                         | 62





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INTRODUCTION



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



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



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



On November 20, 2000, a special resolution was passed altering our Memorandum and adopting new Articles which changed our authorized capital from 30,000,000 Common Shares without par value to 100,000,000 Common Shares without par value.



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



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



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





BUSINESS OF TERYL RESOURCES CORP.



We make expenditures on acquiring mineral properties and carrying out exploration work. We also acquire oil and gas property interests and participate in drilling wells. The recoverability of amounts shown for investments, mineral properties, interest in oil and gas properties and the related deferred expenditures are dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the exploration, the profitability of future production or our ability to dispose of those assets on a profitable basis. Our ongoing operation is dependent upon cash flow from successful operations and equity financing (see Item 3.D. Risk Factors). The Company has incurred a loss of $454,573 in the year ended May 31, 2009 (2008 - $1,142,796; 2007 - $465,540). These consolidated financial statements do not include adjustments that would be necessary should it be determined that we may be unable to continue as a going concern.



FINANCIAL AND OTHER INFORMATION



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





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FOREIGN PRIVATE ISSUER STATUS



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



FORWARD-LOOKING STATEMENTS



Certain statements in this document constitute forward-looking statements. Some, but not all, forward-looking statements can be identified by the use of words such as anticipate, believe, plan, estimate, expect, and intend, statements that an action or event may, might, could, should, or will be taken or occur, or other similar expressions. Although we have attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of our common share price and volume; and tax consequences to U.S. Shareholders. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the SEC), particularly our Annual Reports on Form 20-F and our Current Reports on Form 6-K.





PART I



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 1 is not required.  Please see Item 6  Directors, Senior Management and Employees  Directors and Senior Management.





ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE



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





ITEM 3. KEY INFORMATION



A. SELECTED FINANCIAL DATA



Our selected financial data for Fiscal 2009, and 2008 ended May 31st was derived from our financial statements that have been audited by Morgan & Company Chartered Accountants, as indicated in their audit reports.  Morgan & Company is a member of the Canadian Institute of Chartered Accountants.



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



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



The information in the following table is derived from our financial statements, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS). All material numerical differences between Canadian GAAP and US GAAP, are described in Note 15 to our audited financial statements for the year ended May 31, 2009 and in Note 14 for the year ended May31, 2008.



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The selected financial data set forth in the following table is expressed in Canadian dollars. Since June 1, 1970, the Government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. At November 18, 2009, US$1.00 was equal to approximately CDN $1.05.



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



Fiscal Years Ended May 31



|                                  |              |              |              |              |             
|--------------------------------- | ------------ | ------------ | ------------ | ------------ | ------------
|                                  | May 31, 2009 | May 31, 2008 | May 31, 2007 | May 31, 2006 | May 31, 2005
|                                  |              |              |              |              |             
|CANADIAN GAAP                     |              |              |              |              |             
|Revenue                           | $Nil         | $Nil         | $Nil         | $27,154      | $ 28,307    
|Income (Loss) for the Period      | $(454,573)   | $(1,142,796) | $(465,540)   | $ (430,646)  | $ (515,740) 
|Basic Income (Loss) Per Share     | $(0.01)      | $(0.03)      | $(0.01)      | $(0.01)      | $ (0.01)    
|Dividends Per Share               | $Nil         | $Nil         | $Nil         | $Nil         | $Nil        
|Weighted Average. Shares          | 49,587,528   | 44,538,405   | 39,663,029   | 36,889,399   | 34,436,365  
|Period-end Shares (#)             | 49,587,528   | 49,587,528   | 40,862,528   | 39,468,188   | 36,777,688  
|Working Capital                   | $(393,518)   | $77,837      | $(278,043)   | $123,556     | $138,460    
|Mineral Properties                | $196,855     | $196,855     | $231,086     | $190,236     | $219,397    
|Long-Term Debt                    | $Nil         | $Nil         | $Nil         | $Nil         | $Nil        
|Capital Stock                     | $12,030,233  | $12,031,827  | $10,839,258  | $10,624,107  | $9,944,335  
|Retained Earnings (Deficit)       | $(9,530,364) | $(9,075,791) | $(7,932,995) | $(7,467,455) | $(7,036,809)
|Total Assets                      | $3,374,985   | $3,486,056   | $3,562,295   | $3,494,763   | $3,409,709  
|U.S GAAP (2)                      |              |              |              |              |             
|Net Loss (1)                      | $(574,814)   | $(1,075,291) | $(506,164)   | $(646,704)   | $(756,744)  
|Loss Per Share                    | $(0.01)      | $(0.02)      | $(0.01)      | $(0.02)      | $(0.02)     
|Mineral Properties (3)            | $196,855     | $196,855     | $231,086     | $190,236     | $219,397    
|Shareholders Equity (Deficiency) | $(95,014)    | $354,384     | $261,104     | $440,227     | $408,838    
|Total Assets                      | $322,506     | $553,818     | $561,382     | $538,965     | $665,114    
|Long-Term Debt                    | $Nil         | $Nil         | $Nil         | $Nil         | $Nil        
|Capital Stock                     | $12,030,233  | $12,031,827  | $10,839,258  | $10,624,107  | $9,944,335  



(1) Cumulative Net Loss since incorporation through May 31, 2009 under US GAAP was $12,125,247 approximately.



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



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



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



Currencies and Exchange Rates:



We publish our financial statements in Canadian dollars. Unless otherwise indicated, monetary amounts referred to in this 20-F are in Canadian dollars. Unless otherwise indicated, all translations from Canadian dollars to US dollars have been made at a rate of CDN$ 0.9123 to US$ 1.00, the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on May 31, 2009. We do not represent that Canadian dollar or US dollar amounts could be converted into US dollars or Canadian dollars, as the case may be, at any particular rate, the rates below or at all. On November 18, 2009, the Noon Buying Rate was CDN$1.05 to US$ 1.00. The following table sets forth noon buying rate for US dollars in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated:



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



|          |      |             |           
|--------- | ---- | ----------- | ----------
|Month     | Year | High (CAD$) | Low (CAD$)
|October   | 2009 | 1.0845      | 1.0292    
|September | 2009 | 1.1065      | 1.0613    
|August    | 2009 | 1.1079      | 1.0686    
|July      | 2009 | 1.1655      | 1.079     
|June      | 2009 | 1.1625      | 1.0827    
|May       | 2009 | 1.1872      | 1.0961    



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



|     |                 |                 |               
|---- | --------------- | --------------- | --------------
|Year | Average (CAD $) | Low/High (CAD$) | May 31 (CAD $)
|2009 | 1.1571          | 1.0013/1.30     | 1.05          
|2008 | 1.0142          | 0.9168/1.0754   | 0.9938        
|2007 | 1.1362          | 1.1852/1.0701   | 1.0701        
|2006 | 1.1738          | 1.0989/1.2578   | 1.1027        
|2005 | 1.2602          | 1.1775/1.3772   | 1.2512        



B. CAPITALIZATION AND INDEBTEDNESS



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



C. REASON FOR THE OFFER AND USE OF PROCEEDS



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



D. RISK FACTORS



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





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RISK FACTORS RELATED TO OUR BUSINESS



We may not be able to secure the financing necessary to explore, develop and produce our mineral properties.



We do not presently have sufficient financial resources or operating cash-flow to undertake solely all of our planned exploration and development programs. The development of our properties depends on our ability to obtain additional required financing or obtaining joint venture partners.



As noted in our audited consolidated financial statements for the year ended May 31, 2009, we have incurred significant operating losses and have an accumulated deficit of $9,530,364 at May 31, 2009. We also had a working capital deficit of $393,518as at May 31, 2009, which is not sufficient to achieve our planned business objectives. Our ability to continue as a going concern is dependent on continued financial support from our shareholders and other related parties, our ability to raise equity capital financing, and the attainment of profitable operations, external financings and further share issuance to meet our liabilities as they become payable and satisfy working capital and operating needs (see Item 5.B. Liquidity and Capital Resources).



We expect to incur significant losses for the foreseeable future.



We expect to incur significant losses for the foreseeable future and cannot be certain when or if we will achieve profitability. Failure to become and remain profitable will adversely affect the value of our Common Shares and our ability to raise capital and continue operations (see Item 5.B. Liquidity and Capital Resources).



Our business may be affected by such matters as changes in general economic conditions, changes in laws, regulations, and other factors.



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



Certain of the Companys directors and officers are also directors and/or officers and/or shareholders of potential competitors of the Company, giving rise to potential conflicts of interest.



Several of the Companys directors and officers are also directors, officers or shareholders of other companies.  In particular, Mr. Robertson, Ms. Lorette, Mrs. Robertson and Ms. van Oord are directors and/or officers of Linux Gold Corp., a public natural resource exploration company that shares office space and administrative staff with the Company.  We entered into an agreement with Linux Gold Corp. whereby the Company could earn up to 50% of the Fish Creek claim (see Item 4.D.).  In addition, Mrs. Robertson and Mr. Robertson are directors and officers of SMR Investments Ltd., which, together, hold approximately 15.75% of the Common Shares of the Company (see the biographical sketches of our directors and officers at Item 6.A, and Share Ownership at Item 6.E).  Some of our directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company.  Such associations may give rise to conflicts of interest from time to time (see Item 7.B.).  Such a conflict poses the risk that the Company may enter into a transaction on terms which could place the Company in a worse position than if no conflict existed.  Conflicts, if any, will be dealt with in accordance with the relevant provisions of the BCA.  The Board has resolved that any transaction involving a related party to the Company is required to be reviewed and approved by the Companys Audit Committee.  The Companys directors are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they many have in any project or opportunity in respect of which the Company is proposing to enter into a transaction.



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



We are organized under the laws of the province of British Columbia, Canada. All of our directors, controlling persons and officers are residents of Canada and all or a substantial portion of their assets and substantially all of our assets are located outside of the United States. As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them. In addition, you should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States. However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a judgment obtained in a U.S. court would generally be recognized by a Canadian court except, for example: where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law; the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state; the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure; a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court; the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy; the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or there has not been compliance with applicable Canadian law dealing with the limitation of actions.



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



Significant and increasing competition exists for mineral opportunities in Canada and the United States. There are a number of large established mineral companies with substantial capabilities and greater financial and technical resources than us. We may be unable to acquire additional attractive mineral properties on terms we consider acceptable. Accordingly, our exploration programs may not yield any new reserves or result in any commercial mineral operations (see Item 4.B. Competition).



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



The oil and gas exploration and production business is highly competitive. Many of our competitors have substantially larger financial resources, staffs and facilities. Our competitors in the United States include numerous major oil and gas exploration and production companies, especially major oil and gas companies such as BP Amoco, Exxon/Mobil, Texaco/Shell and Conoco/Phillips. These major oil and gas companies are often better positioned to obtain the rights to exploratory acreage for which we may compete. If we are unable to adequately address our competition, including, but not limited to, finding ways to secure profitable oil and gas producing properties, our ability to earn revenues will suffer (see Item 4.B. Competition).



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



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



RISK FACTORS RELATED TO THE NATURAL RESOURCE INDUSTRY



The Company faces risks related to the exploration and potential development of its properties.



The exploration and development of mineral deposits involves significant risks.  It is impossible to ensure that the current and future exploration programs and/or feasibility studies on the Companys existing mineral properties will establish reserves, or whether any of the Companys exploration stage properties can be brought into production. Few properties that are explored are ultimately developed into producing mines. At present, none of our properties have defined ore bodies with reserves and resources, and our proposed exploration programs are an exploratory search for ore.  Whether an ore body will become commercially viable depends on many factors, including: the characteristics of the deposit, such as size, grade and proximity to infrastructure; metal prices, which cannot be predicted and which have been highly volatile in the past; mining, processing and transportation costs; and the willingness of lenders and investors to provide project financing; labour costs and possible labour strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.





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The Company is also subject to the risks normally encountered in the mining industry, such as: unusual or unexpected geological formations; natural disasters; power outages and water shortages; cave-ins, land slides, and other similar mining hazards; inability to obtain suitable or adequate machinery, equipment, or labour; and other known and unknown risks involved in the operation of mines and the conduct of exploration.



Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Depending on the price of minerals, the Company may determine that it is impractical to commence, or, if commenced, continue exploration into commercial production. Such a decision would negatively affect the Companys profits and may affect the value of its equity.



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



We have no current mining operations and no revenue from mining operations. If we ever commence actual mining operations, such operations would face the risk of changing circumstances, including but not limited to: failure of production to achieve metal recovery levels indicated by pre-production testing of drill core and bulk samples; estimates of reserves being adversely affected by encountering unexpected or unusual geological formations; production costs being adversely affected by unforeseen factors such as substantial adverse changes in exchange rates or changes in environmental protection requirements, breakdowns and other technical difficulties, slides, cave-ins or other natural disasters, work interruptions or labor strikes; the grade of ore actually mined being lower than that indicated by drilling results; persistently lower market prices of the products mined than those used to determine the feasibility of mining a mineral occurrence; adverse changes in interest rates that may apply to project development debt. In addition, we have no experience in developing mining properties into production and its ability to do so will be dependent upon securing the services of appropriately experienced personnel or entering into agreements with other major mining companies which can provide such expertise.



Our estimates of any mineral deposits on our properties may not change.



Our estimates of any mineral deposits on our properties may not change.  We have prepared all figures with respect to the size and grade of mineralized deposits included herein, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and any identified mineralized deposit may not ever qualify as a commercially viable mineable ore body that can be legally and economically exploited.



The prices of precious and base minerals and metals fluctuate widely and may not produce enough revenue to cover the Companys costs.



Even if commercial quantities of mineral deposits are discovered, a profitable market may not exist for the sale of the metals produced.  The Companys long-term viability and profitability depend, in large part, upon the market price of metals which have experienced significant movement over short periods of time, and are affected by numerous factors beyond the Companys control, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  The supply and demand for metals is affected by various factors, including political events, economic conditions and production costs in major producing regions.  The price of any minerals produced from the Companys properties may not be sufficient such that any such deposits can be mined at a profit.



The seasonality in Alaska can be extreme and can cause interruptions or delays in our activities.



Certain of our properties are located in Alaska. The weather during the colder seasons in these areas can be extreme and can cause interruptions or delays in our activities. As a result, our activities in these regions are seasonal and the preferred time for work is limited to the spring and summer when costs are more reasonable and access to the properties is easier (see Item 4.B.).



The Companys properties may be subject to unregistered agreements; transfers, or claims and title may be adversely affected.



Our title opinions do not validate that we have good and marketable title to all of our properties. We follow the usual industry practice in obtaining title opinions with respect to our lands. No examination has been made of the ground to determine if any of our mineral claims have been staked or assessment work carried out. The Companys properties may be subject to unregistered agreements, transfers or claims and title may be adversely affected by such undetected defects.  If title is disputed, the Company may have to defend its ownership through the courts, and the Company cannot guarantee that a favourable judgment will be obtained.  In the event of an adverse judgment with respect to any of its mineral properties, the Company could lose its property rights and may be required to cease its exploration and development activities on that property.



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Mineral operations are subject to government and regulatory approvals.



Our operations require the procurement of numerous permits and compliance with an extensive number of codes and regulations. Mining, exploration and exploitation permits are required. Failure to comply with regulatory requirements could result in permits being withdrawn or suspended which would adversely affect our operations.



We are subject to extensive and changing environmental legislation, regulation and actions.



We are subject to extensive and changing environmental legislation, regulation and actions in connection with our operations and properties.  We cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted.  The recent trend in environmental legislation and regulation, generally, is toward stricter standards and this trend is likely to continue in the future.  This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands.  These regulations may require the acquisition of permits or other authorizations for certain activities.  These laws and regulations may also limit or prohibit activities on certain lands.  Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Companys results of operations and business, or may cause material changes or delays in the Companys intended activities.



Our operations may require additional analysis in the future including environmental and social impact and other related studies.  We may not be able to obtain or maintain all necessary permits that may be required to continue our operation or our exploration of our properties or, if feasible, to commence development, construction or operation of mining facilities at such properties on terms which enable operations to be conducted at economically justifiable costs.



We may have no direct contractual relationship in certain mineral properties that have been granted by third parties.



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



UNCERTAINTIES AND RISKS RELATING TO COMMON SHARES



There is only a limited public market for our common shares on the TSX Venture Exchange and the OTC Bulletin Board and that market is extremely volatile.



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





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



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



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



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in a potential secondary market for our equity securities in the United States and shareholders may find it more difficult to sell their shares.



Our directors, officers and their related companies collectively own approximately 20.27%  of our common shares and, if they act together, may have the ability to act, or prevent corporate actions, to the detriment of other shareholders.



A limited number of shareholders collectively own a majority of our common shares and may act, or prevent corporate actions, to the detriment of other shareholders. These principal shareholders, including members of our board of directors, officers and entities affiliated with members of our directors and officers, will own more than 20% of our outstanding common shares. Accordingly, these shareholders may, if they act together, exercise significant influence over all matters requiring shareholder approval, including the election of a majority of the directors and the determination of significant corporate actions.  This concentration could also have the effect of delaying or preventing a change in control that could be otherwise beneficial to our shareholders (see Items 6.A. and 7.A.).



We do not anticipate that we will pay any dividends in the foreseeable future.



We have never paid any cash dividends on shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our consolidated financial condition, results of operations, capital requirements and other factors as our board of directors may deem relevant at that time (see Item 3.A).



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



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





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ITEM 4. INFORMATION ON THE COMPANY



A. HISTORY AND DEVELOPMENT



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



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



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



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



The Companys corporate offices and its registered and records offices are located at Suite 240 - 11780 Hammersmith Way, Richmond, BC V7A 5E9, Canada. Our telephone number is 604-278-5996.  Since our inception and during the three fiscal years ending in May 2009, our principal business has been the acquisition, exploration and development of natural resource properties, and the acquisition, drilling and development of oil and gas property interests. We currently have mineral property interests in Alaska. All of our mineral properties are in the exploration stage. We are currently in the exploration stage and equity financing is required to continue exploration work on our mineral claims and oil and gas interests. As a result of the uncertainty that is typical in an explorative company there is doubt about our ability to continue as going concern as ultimate success will be based on securing adequate equity financing and/or the determination of economically recoverable mineral reserves on its mineral property claims or recoveries on our oil and gas interests.



Capital Expenditures



Fiscal Year

|            |              
|----------- | -------------
|Fiscal 2005 | $ 39,686 (1) 
|Fiscal 2006 | $ 103,045 (2)
|Fiscal 2007 | $ 249,138 (3)
|Fiscal 2008 | $ 52,021 (4) 
|Fiscal 2009 | $Nil         



(1)

This expenditure is related to the purchase of mineral properties for $22,602 and automotive and office equipment for $17,084.

(2)

This expenditure is related to the purchase gas well interests. For US GAAP this amount is expensed.

(3)

This expenditure consists of $34,231 for the purchase of mineral properties; $5,773 for the purchase of office equipment and $209,134 for the purchase of gas well interests.  For US GAAP the amount for gas well purchases is expensed.

(4)

This expenditure consists of $26,474 for the purchase of mineral properties and $25,547 for the purchase of oil and gas well interests.



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Accumulated expenditures for the Mineral properties to May 31, 2009 (CDN $):



|                       |              |                     |                |                |          
|---------------------- | ------------ | ------------------- | -------------- | -------------- | ---------
|Expense ($)            | Gil Property | West Ridge Property | Black Dome (1) | Fish Creek (2) | Gold Hill
|Geology                | 1,299,592    | 246,850             | Nil            | 53,113         | 15,702   
|Drilling and Trenching | 889,331      | Nil                 | Nil            | 62,306         | 175,569  
|Geophysics             | Nil          | 360,045             | Nil            | 13,674         | Nil      
|Admin.                 | Nil          | 39,264              | Nil            | 14,670         | 1,950    
|Tech. Anal.            | 7,383        | 6,789               | Nil            | 20,569         | 19,962   
|Acquisition Costs      | 31,127       | 116,189             | Nil            | 49,538         | Nil      



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





B. BUSINESS OVERVIEW



Nature of the Companys Operations



Mineral Properties



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



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



We will seek equity financing to provide working capital and to meet exploration commitments on all our properties. During the fiscal year ended May 31, 2009, we raised $nil through the sale of equity securities (May 31, 2008 $1,147,908).



Gil Mineral Claims



The Gil Gold Project is located in the Fairbanks Mining District, Alaska.



In 1989, the Issuer acquired an option on the Gil Mineral Claims from Nerco Exploration Company. In 1991, the Issuer signed a joint venture and option agreement respecting the property with Fairbanks Gold Corp., which eventually became Kinross Gold Corporation (Kinross) (the Joint Venture). The Issuer owns a 20% interest in the Gil Mineral Claims with its Joint Venture partner, Kinross, with Kinross owning the other 80% (see Item 4.D., Mineral Properties, Gil Property for complete details of exploration and development of this property).



West Ridge Claims



The West Ridge Property is made up of 53 State mining claims held by the Company north of Fairbanks, Alaska, a distance of 22 miles by road.  The West Ridge property adjoins Kinross Gold Corp.s True North gold deposit and lies approximately eight miles northwest of the producing Fort Knox gold mine. The property was submitted to Kinross early in the summer of 1998 and a joint venture was signed and later terminated. No field work was conducted on the West Ridge property during the fiscal years ended 2009 and 2008.





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Fish Creek Claims



The Fish Creek project is located 25 miles north of Fairbanks in a road accessible mining district with excellent land status and infrastructure. Limited exploration conducted between 1992 and 2003 did not reveal significant bedrock exposures of mineralization.  Wide-spaced placer gold drilling on a small area of the property conducted in 2003 did not encounter significant placer gold mineralization however, more extensive and closer spaced placer gold drilling conducted in 2004 indicated the presence of significant concentrations of placer gold on the claims.



The Company and Linux Gold Corp. (Linux) entered into an agreement on March 5, 2002, whereby the Company may earn up to a 50% interest in the Fish Creek mineral claims, located in the Fairbanks district of Alaska, USA, by expending $500,000 US within three years and issuing 200,000 common shares (issued on December 16, 2002 at $0.08 per share). An additional 100,000 shares were issued on February 14, 2007 at $0.16 per share in payment of an extension of the expenditure date to March 5, 2007, which was further extended to March 5, 2010. Linux will have a 5% Net Royalty Interest until the Company pays $2,000,000 US (see Item 4.D. for complete details of exploration and development of this property).



Gold Hill Claims



The Gold Hill Project is located approximately 4.5 miles southeast of Bisbee Arizona in the Warren Mining District of Cochise County (Township 23 South, Range 25 East sections 25 30, 31, and 32). The Company has staked 8 claims in Arizona (Cochise County)(see Item 4.D. for complete details of exploration and development of this property).





Oil and Gas Properties

Jancik, C-S and Herrmann Wells, Fayette County, Texas



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



Gas Wells, Knox County, Kentucky



On April 7, 2008, the Company entered into an agreement with IAS Energy, Inc., a company with common directors, to purchase 40% the remaining interest (subject to 40% net revenue interests to others), in the three gas wells located in Knox and Laurel Counties, Kentucky: the Ken Lee #1 (May 18/06) natural gas well for $103,045 ($92,500 US); in the Elvis Farris #2 (June 8/06) natural gas well for $104,461 ($92,500 US); and in the Clarence Bright #1 (July 31/06) natural gas well for $104,673 ($92,500 US).



In consideration, the Company received an initial payment of $25,000 and the balance was to be determined after an independent valuation report prepared by a qualified petroleum geologist.  Subsequent to the fiscal year ended May 31, 2008, both parties agreed to indefinitely suspend the agreement due to the difficulty of obtaining an independent valuation report due to the vertical fracture of the wells.  As such, the $25,000 paid to IAS will be applied against future revenue until the balance is fully depleted.



As there has been no determination as to the gas reserves done on any of the wells, the wells were being depleted straight-line over 10 years, which is their estimated pay-out term. However, due to new reporting regulations, these wells were written off at May 31, 2008, as there were no proven reserves.



The new operator, Young Oil and Gas, has gone into receivership.



Description of the Markets in Which the Company Competes



The Company does not have a market in which it competes, as it operates in an extractive industry.



However, the mining industry in which the Company is engaged is highly competitive due to significant and increasing competition for exploration opportunities.  Many of our oil and gas exploration and production competitors business have substantially larger financial resources, staffs and facilities (see Competition below, and Risk Factors, page 12).



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Competition



Significant and increasing competition exists for mining exploration opportunities available in North America and elsewhere in the world. Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company.



We compete with a number of other companies, including major oil companies and other independent operators which are more experienced and which have greater financial resources. Such companies may be able to pay more for prospective oil and gas properties. Additionally, such companies may be able to evaluate, bid for and purchase a greater number of properties and prospects than our financial and human resources permit. We do not hold a significant competitive position in the oil and gas industry.



Seasonality



Due to the northern climate, exploration work in some areas of Alaska can be limited due to excessive snow cover and cold temperatures.  In general, surface sampling work is limited to May through September and surface drilling from March through November (see page 9 Risk Factors).



Availability of Raw Materials



The Company does not have a reliance on raw materials, as it operates in an extractive industry.



Marketing Strategy



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



Dependency upon Patents/Licenses/Contracts/Processes



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



Material Effects of Government Regulation



Mineral Exploration



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



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



Oil and Gas Exploration



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



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



C. ORGANIZATIONAL STRUCTURE



Teryl, Inc., a wholly-owned subsidiary of Teryl Resources Corp., was incorporated on November 17, 1988, in the State of Delaware and registered to do business in the USA, holds the Alaska mineral property interests and Texas and Kentucky oil and gas well interests.



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



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



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



D. PROPERTY, PLANT AND EQUIPMENT



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



Our executive offices are located in rented premises in a commercial business park located in Richmond, British Columbia, Canada, a suburb of Vancouver. The space is shared with several other companies which share common management. The annual rent for its portion of this 2,200 square foot space paid during 2009 was $15,471 (2008 - $12,872) which was paid to Linux Gold Corp for the year ended May 31, 2009. We have occupied these facilities since November 1, 2006. These facilities are believed to be adequate for meeting our needs for the immediate future. If required in the future, we do not anticipate that we will have any difficulty in obtaining additional space at favorable rates. There are no current plans to purchase or otherwise acquire any properties in the near future.



Mineral Properties



The following are descriptions of our material mineral properties.



GIL PROPERTY



Joint Venture, Project Description and Location



The Issuer and Kinross entered into a Joint Venture in 1989, whereby the Issuer owns a 20% interest in the Gil Mineral Claims with its Joint Venture partner, Kinross, with Kinross owning the other 80% of the claims and acts as operator of the project (see page 15, summary Gil Mineral Claims).



Kinross and the Issuer each contribute to annual exploration costs on an 80:20 ratio with net profits distributed in that same proportion in the event of production, in each year where a budget is established for annual exploration costs. The Issuer may opt to reduce its interest in the Gil Mineral Claims by choosing not to contribute its portion of the annual exploration expenditure. Its interest would then be reduced on a pro-rata basis utilizing the following formula:



$150,000

($600,000 + expenditure for the year)





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At its sole option, Kinross may choose to carry the Issuers portion of expenditures in the form of an interest-bearing demand note, principal and interest to be added in the event of application of the reduction formula. Should the Issuer fail to contribute its share of the exploration costs or fail to honour the demand note within 30 days of formal request for payment, it would be considered in default. In a default situation, the Issuers interest would be reduced by double the amount normally applied by the reduction formula. In the event its interest is reduced below 10%, the Issuers interest would be converted to a 5% net profits interest with no further financial contributions required.



The Gil Mineral Claims consists of 237 unpatented contiguous state mineral claims encompassing slightly less than 3,836.4 hectares located 32 kilometers northeast of Fairbanks, Alaska.



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



Accessibility, Climate, Local Resources, Infrastructure and Physiography



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







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



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



Fairbanks is the main population and service centre in the area. The hamlet of Fox twenty kilometers west is residence to several dozen locals and provides a few facilities for food and gas.



History and the Joint Venture



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



Geological Setting



Regional Geology



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



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



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



Local Geology



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







20



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



Property Geology



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



The south-western portion of the Gil Mineral Claims, about three kilometres south of the Fort Knox pit, in underlain by part of the Gilmore Dome, a quart monzonitic to granitic pluton which is probably the mother intrusive to the small stock hosting gold mineralization within the production pit. The location of additional intrusive rock has become a significant sub-goal of the Fairbanks Gold exploration programme. Indications of a possible intrusive rock in the headwater area of Slippery Creek are suggested by the presence of a gravity high outlined in a previous survey as well as petrographic studies indicating a causative heat source in that direction.



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



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



Exploration and Development during the past 3 years



The Issuer owns a 20% interest in the Gil Mineral Claims. Kinross Gold Corporation owns the other 80% of the claims and Kinross acts as operator of the project. Kinross and the Issuer each contribute to annual exploration costs, if any, on an 80:20 ratio with net profits distributed in that same proportion in the event of production.



No expenditures or annual exploration expenses were incurred by the Company during the May 2007 year-end because, Kinross Gold USA Inc., as the operator of the claim, determines whether exploration work will occur from year to year, and Kinross did not provide us with a formal Budget and work program for 2007.



During 2007, Kinross exploration plans focused primarily on re-evaluating the current ore resource associated with the Gil project.  Annually, Kinross re-runs the model on the drill hole data.  The focus of the 2007 activities was to generate a more detailed geologic model to takes into account all available data to include the geophysical surveys.  This would assist Kinross in future drilling and evaluation of the property.



In May 2008 we received the work program for the 2008 season from Fairbanks Gold Mining, Inc. (FGMI) a subsidiary of Kinross Gold Corporation.



An 8 hole  4000' reverse circulation drilling program was designed that followed up on anomalous soil samples and promising trench and drill results on Sourdough Ridge. These holes extended the strike length of the Gil mineralization to the east.

In addition, a Bombardier soil auger program was designed to infill around anomalous gold-in-soil anomalies to better define future drill targets on the Gil East. The auger soil sampling program commenced in July 2008, and drilling commenced in September 2008.  The total cost of the proposed program was estimated at $235,000 and was covered under the approved 2008 FGMI Exploration budget.   The program was managed and conducted by FGMI.



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In March 2009 FGMI reported on the Gil joint venture exploration status.



The 2008 field season on the Gil Joint Venture claim block involved exploration of the Sourdough Ridge and Last Chance areas. At Last Chance, 103 soil samples were collected using a Bombardier-mounted auger. Soil samples were in-filled on the eastern part of the area previously sampled. At Sourdough Ridge, RC drilling (4,477 feet total) of nine holes was aimed at increasing the potential resource. RC holes were collared on promising targets identified from previous soil, trench, and drill results, and were predominantly aimed at intercepting mineralized calc-silicate horizons and quartz veins. Drill results from Sourdough Ridge are encouraging and are worthy of future work.

The goal of the Kinross-FGMI 2008 Gil Joint Venture (Gil JV) exploration program was twofold, 1) to drill ten RC exploration holes that could increase the potential resource of the claim block on Sourdough Ridge, and 2) to in-fill the existing soil sample grid on the Last Chance property. Drilling was focused on the crest of Sourdough Ridge, and holes were collared on promising targets identified from previous soil, trench, and drill results.

Work Accomplished in 2008

Sourdough Ridge-

Between August 13 and October 30, FGMI drilled 4,477 feet in nine holes, using a combination of hammer (shallow) and tri-cone (deep) bits. The drilling was designed to target soil anomalies or calc-silicate bodies identified through previous resource modeling. Assay analyses were done by Alaska Assay Laboratories using 50-gram fire assay for gold.

The best intersection from the 2008 drilling program from hole GVR08-505 included below:

|                |                     
|--------------- | --------------------
|Interval (feet) | Assay Results Opt/Au
|80-100          | 20 feet of .022     
|120-145         | 25 feet of .018     
|230 - 250       | 20 feet of .021     
|265-275         | 10 feet of .026     
|375 - 415       | 40 feet of .061     





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FGMI approved the 2009 exploration budget of US$1,644,000 as follows:
  The 2009 Gil Project Exploration Program has three major goals:
  1. Ground magnetometer survey concentrating on Sourdough Ridge.
  2. Delineate mineralized zones and establish a resource base at Sourdough Ridge.
  3. Expand resource at North Gil.

The goal of the 2009 program is to further delineate the strike extension of the mineralized zone, and to infill between step-out holes, in order to gain a better understanding of ore-zone continuity, and to establish a resource base. The 2009 work plan calls for ground geophysics, 10,000 feet of RC drilling, and 6,000 feet of HQ-NQ core drilling. Drillhole collar locations will be selected upon completion of the geophysical survey. In addition, samples will be collected for a preliminary column leach study.

The geophysical survey began in March 2009 and the remainder of the program began in mid-April, and will extend through the end of 2009. The bulk of the expenditures will occur between March and September, 2009.



In July 2009, preliminary significant gold results were received from FGMI from the reverse circulation drilling program.  A total of 17 reverse circulation drill holes were completed from the North Gil and the Sourdough zones. The best holes reported were Hole 513 on the Sourdough which assayed 60 feet of .05 ounces per ton gold from 15 to 75 feet and 15 feet of .04 ounces per ton (approx. 1.13 grams per ton) gold from 105 feet to 120 feet.

Hole 521 also on the Sourdough zone assayed 65 feet of .1 ounces per ton (approx. 3 grams per ton) gold from 220 feet to 285 feet.

In August 2009, additional significant gold assays were received from FGMI.  A total of 33 R/C drill holes and 6 core drill holes have been completed during the 2009 exploration program. Certified assays are pending on all drill holes. The main focus of the drilling is on the Sourdough Ridge zone, which is similar in geology to the Main Gil zone. The Main Gil zone has been drilled extensively in the past over a 3,000 ft strike length with an average grade of .04 ounces gold per ton.

Preliminary assays from the following holes are as follows:

|            |                       |             
|----------- | --------------------- | ------------
|Hole Number | Feet                  | Oz. P/T Gold
|GVR-09-540  | 105' (from 145-250) | .14         
|GVR-09-534  | 75 (from 15-90)    | .09         
|GVR-09-523  | 110 (from 125-230) | .04         



As of July 2, 2009 the Gil Project is an advanced exploration program controlled by Teryl Resources and  Kinross Gold Corporation. The exploration area is located 19 miles north of Fairbanks, Alaska and 8 miles northeast of Alaskas largest gold producer, the Fort Knox Mine (owned by Kinross Gold). The Gil Project consists of three adjacent prospect areas; the Main Gil Zone, the North Gil Zone and Sourdough Ridge.

A total of US$9,000,000 has been expended by the joint venture partners between 1992 and 2009, with Teryl and Kinross accounting for 20% and 80% respectively of total expenditures. Lode prospects at the Gil have been tested by 86 core holes totaling 33,354 feet, 327 reverse circulation drill holes, totaling 93,804 feet, and 21 trenches with a combined length of approximately 7,420 feet.

Management believes the current gold assay results are extremely favorable compared to the adjacent producing property, Fort Knox Mine, with its values of .03 ounces per ton.



In November 2009, Teryl Inc., a 100% owned subsidiary of Teryl Resources Corp., received a letter of intent for the acquisition of our interest in the Gil Joint Venture Gold Property from Fairbanks Gold Mining Inc.



The companys board of directors will review the offer which could lead to a fairness opinion to determine if the offer is acceptable. This agreement is subject to regulatory bodies approval and to a number of conditions and signing a final form agreement.



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During the fiscal year ended May 31, 2009 a total of $120,241 ($104,476 US) was spent on the Gil Mineral Claims.  No expenditures or annual exploration expenses were incurred by the Company during the fiscal years ended May, 2008 or 2007 as Kinross did not provide us with a formal Budget and work program for these fiscal years.  The Company was required to pay its 20% share of expenses during fiscal 2006, which amounted to $ 111,127 ($98,916 US).



Mineralization



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



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



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



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



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



Drilling



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



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Sampling, Analysis and Security of Samples



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



Mineral Resources and Mineral Reserve Estimates



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



Drilling at the Main Gil has indicated consistent, somewhat strataform mineralization over a strike length of 2,500 feet. A typical section is characterized by thin higher grade zones interspersed with relatively wide, low grade or barren intervals. The zone has been drilled to depths of 500 feet. Thickness is an average of 75 feet. At an average dip of 65 degrees and a specific gravity of 2.5, such a zone would contain a resource of 10,795,500 short tons.



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



Mining Operations



Currently, there are no mining operations conducted on the Gil Mineral Claims. Our exploration programs at the Gil property are exploratory in nature.



Fish Creek Claims



The Fish Creek project is located 25 miles north of Fairbanks in a road accessible mining district with excellent land status and infrastructure. The project is located within host rocks that contain commercially viable mineralization elsewhere in the Fairbanks Mining District and is located on streams that were mined extensively for alluvial gold in the past both upstream and downstream of the Fish Creek project. Limited exploration conducted between 1992 and 2003 did not reveal significant bedrock exposures of mineralization. Wide-spaced placer gold drilling on a small area of the property conducted in 2003 did not encounter significant placer gold mineralization however, more extensive and closer spaced placer gold drilling conducted in 2004 indicated the presence of significant concentrations of placer gold on the claims.



On March 5, 2002, the Company and Linux Gold Corp. entered into an agreement whereby we could earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA, by expending $550,750 ($500,000 US) within three years and issuing 200,000 common shares (issued December 16, 2002 at $0.08 per share). Linux will have a 5% net royalty interest until we pay $2,203,000 ($2,000,000 US). The agreement was extended to expire on March 5, 2007, and subsequently extended to expire on March 5, 2010.  The Company issued 100,000 common shares to Linux as consideration for the 2007 extension (see Item 10.C.).



Together with Linux Gold Corp., we planned to implement an exploration program during the 2006/7winter on the Fish Creek gold property. Linux Gold Corp. has received permits to conduct exploration drilling on the Fish Creek property.  However, due to increased exploration activities in the State of Alaska, and due to the Company being a junior mining company requiring small-scale work competing for equipment with many larger companies, we had difficulty obtaining equipment to conduct the exploration drilling.



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On January 25, 2008 the Company announced that it would be arranging a drill program on the Fish Creek claims in Alaska to test several gold geophysical anomalies, from the geophysical survey completed by Fugro Airborne Survey, Inc.  However, again the drilling was postponed due to competition from larger exploration projects.



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



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



-Construction of an all-weather creek crossing for off-road vehicles, near the mouth of Odden Creek, will facilitate this work. The estimated cost of such work is $50,000. Fieldwork will take about one to two weeks, whereas sample analysis and reporting will take an additional two to four weeks.



-Step-out Reverse Circulation Drilling: if results of the phase 1 infill drilling are encouraging, step-out drilling using large diameter reverse circulation methods is warranted on the property to expand on the placer gold mineralization outlined in 2004. Sampling procedures similar to those utilized in 2004 should be followed except that the volume of each sample should be measured to provide a more accurate estimate of the gold grades and to evaluate the recovery of the drilling system. Additionally, all holes should be continued into bedrock for at least 25 feet to test for the presence of lode gold mineralization. The primary goal of this program would be to enable industry compliant mineral resources to be calculated for areas of the property that lie up and downstream from the 2004 drill lines. A secondary goal would be to determine if significant lode gold mineralization exists in the area drilled.



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



West Ridge Claims



The West Ridge Property is made up of 53 State mining claims held by the Company north of Fairbanks, Alaska, a distance of 22 miles by road.  The West Ridge property adjoins Kinross Gold Corp.s True North gold deposit and lies approximately eight miles northwest of the producing Fort Knox gold mine. The property was submitted to Kinross early in the summer of 1998 and a joint venture was signed and later terminated. No field work was conducted on the West Ridge property during the fiscal years ended 2007, 2008 or 2009.





Gold Hill Property



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



§

$5,655 ($5,000 US) for a 90 day option and $11,268 ($10,000 US) to complete a due diligence within 90 days (paid),

§

$38,244 ($36,000 US) paid during 2008 and 2007 to the Vendors, with $6,000 US to be made each quarter (all required quarterly payments have been made),

§

complete a $50,000 US first phase exploration program conducted by the Vendors,

§

$250,000 US per year upon commencement of production.



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On August 1, 2006 six additional unpatented lode mining claims were filed with the Arizona State office of the Bureau of Land Management on behalf of the Company. On October 16, 2006, we exercised our option for a 10 year option to purchase up to a 10% net profit interest from the Vendors for US$1.5 million per 5% net profit interest, therefore, having an option on a 100% interest in the Bisbee, Arizona patented claims.



A further 28 claims were staked in the Companys name for a cost of $5,538 ($5,214 US).



In November 2007 we commenced drilling on our Bisbee Gold Hill claims, on the Gold Hill property. Initially, three drill locations were determined from assays of rock samples collected on the properties, and based on aeromagnetic interpretation and field examinations.   The drilling was completed in December 2007 and five reverse circulation drill holes were completed on four separate copper targets. The depth of the holes ranged from 120 feet to 360 feet.
  The total depth (T.D.) of the holes was as follows: 1-RC-T.D. -360 feet, 4-RC-T.D.- 120 feet (lost circulation-abandon hole), 2-RC-T.D.-350 feet, 3-RC-T.D.-300 feet and 5-RC-T.D.-300 feet (offset 4-RC about 8 feet to the north). All the holes were drilled at an orientation of 90o. Only two holes (2-RC and 1-RC) penetrated all the Glance Conglomerate and then penetrated part of the Naco Group before the hole reached its total depth. 
  One pound bags of samples were collected at every five foot interval and all of the samples were sent to ALS Chemex Labs in Sparks, Nevada for gold fire assay and 34 element chemical assay, and 35 element aqua regia analysis was done in Vancouver, BC. No duplicates were analyzed due to the exploratory, mineral assessment stage of the property.



The highest copper assay intersected the 275  280 intervals with a 4.84% Cu assay (10,000 ppm equivalent to 1% copper). Several anomalous values in copper in a majority of the first 50 of hole 2-RC intersected as follows:



|                        
|------------------------
|Hole 2-RC
        Cu ppm
|2180                    
|589                     
|198                     
|441                     
|1655                    
|2450                    
|2670                    
|80                      
|1600                    
|7490                    

The 2-RC hole was drilled next to a deep mine shaft located on the St. Elmo patented claim. The fractures of the Glance Conglomerate are mineralized with Oxide Copper in the form of Malachite (green) and Chalcocite (grayish-black). This rock is stained with Limonite (orangish-brown), which has a high ratio of Goethite to Jarosite. Limonite stain can carry a small amount of the copper values is assays, as well as an indicator of mineralized rock at depth.
  Additional sampling was completed during January 2008 to determine additional drilling locations, and in April 2008, Tom Parkhill, our Project Geologist (Licensed Professional Geologist (Minnesota #30167), member of the National Association of State Boards of Geology (ASBOG), recommended additional drilling.



In May 2008 we commenced drilling an additional five (5) reverse circulation holes.  Several copper intersections were reported on this second phase of drilling.  Several significant mineralized sections with showings of copper oxide throughout drill hole 6 RC were identified from 120 ft. to 430 ft.  These final 5 RC holes were shipped to ALS Chemex Labs for assays.





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Following compilation and review of results of mapping, geochemical sample results and drilling carried out during the past 24 months, it was determined that there was insufficient economic mineralization for Teryl Resources Corp. to justify further exploration expenditures on the Gold Hill Prospect.  On July 3, 2008, we terminated the principle agreement with Silver Nickel Mining Company for the Gold Hill Prospect in Cochise County, Arizona.  Tom Parkhill, our Project Geologist, (Licensed Professional Geologist (Minnesota #30167), member of the National Association of State Boards of Geology (ASBOG)) reported that of the nine (9) reverse circulation holes which were drilled on the Gold Hill Prospect, totaling 3290, only one hole, hole 2-RC, was mineralized with the highest copper assay at the 275 - 280 interval with a 4.84% Cu assay.



On July 3, 2008 the Company announced that it has terminated the principle agreement for the Gold Hill Prospect. Following compilation and review of results of mapping, geochemical sample results and drilling carried out to July 2008, it was determined that there was insufficient economic mineralization to justify further exploration expenditures. Property and exploration costs of $273,889 were written off.



The Company has staked 8 claims in Arizona (Cochise County).



OIL AND GAS WELL INTERESTS



Jancik, C-S and Herrmann Wells, Fayette County, Texas



The Company owns 6.5% working interest (4.680% net revenue interest) in the Peters No. 1 Well, in Fayette County, Texas, and a 7.5% working interest (5.79375% net revenue interest) in each of the C-S #1, Jancik #2 and Herrmann #4 wells, located in Burleson County, Texas.  During the fiscal year ended May 31, 2009 revenues of $15,582 ($13,478 US) were recorded from the Texas properties.



Gas Wells, Knox County, Kentucky



On April 7, 2008, the Company entered into an agreement with IAS Energy, Inc., a company with common directors, to purchase 40% the remaining interest (subject to 40% net revenue interests to others), in the three gas wells located in Knox and Laurel Counties, Kentucky: the Ken Lee #1 (May 18/06) natural gas well for $103,045 ($92,500 US); in the Elvis Farris #2 (June 8/06) natural gas well for $104,461 ($92,500 US); and in the Clarence Bright #1 (July 31/06) natural gas well for $104,673 ($92,500 US).



In consideration, the Company received an initial payment of $25,000 and the balance was to be determined after an independent valuation report prepared by a qualified petroleum geologist.  Subsequent to the fiscal year ended May 31, 2008, both parties agreed to indefinitely suspend the agreement due to the difficulty of obtaining an independent valuation report due to the vertical fracture of the wells.  As such, the $25,000 paid to IAS will be applied against future revenue until the balance is fully depleted.



As there has been no determination as to the gas reserves done on any of the wells, the wells were being depleted straight-line over 10 years, which is their estimated pay-out term. However, due to new reporting regulations, these wells were written off at May 31, 2008, as there were no proven reserves.



The new operator, Young Oil and Gas, has gone into receivership.



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



Plan of Operations

Source of Funds for Fiscal 2009/2010



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



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





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



At the present time, and in its present circumstances, there exists substantial doubt as to the ability of the Company to continue as a going concern, since there is no ongoing source of revenues and profits capable of sustaining the Company's operating overhead.  Over the longer term, the Company will need to either begin to derive revenues from its existing resource-based assets, or find and enter into a business which holds the prospects of ensuring that it can continue as a going concern. Management is aware of such need and is both researching new business opportunities and assessing potential financing possibilities for funding its existing resource property obligations and also any new business which may be entered into or acquired.



We had a working capital deficiency of $393,518 at May 31, 2009, compared to working capital of $77,837 at May 31, 2008.



Use of Funds for Fiscal 2009/2010



During Fiscal 2009/2010, we estimate that we will expend approximately $475,000 on general and administrative expenses. During Fiscal 2009/2010 we estimate that we will expend approximately $100,000 on property exploration and development expenses.



Anticipated Changes to Facilities/Employees



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



United States vs. Foreign Sales/Assets



We have had no revenue during the past five fiscal years from the sale of assets. As of May 31, 2009, we had assets valued at $124,638 located in Canada; and assets valued at $3,250,347 located in the United States.



ITEM 4A. UNRESOLVED STAFF COMMENTS



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



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



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



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



Audited financial statements for the fiscal years ended May 31, 2009, May 31, 2008 and May 31, 2007 respectively are included in this 20-F.



Overview



We are an oil, gas, and mineral exploration company engaged in the acquisition and exploration of oil and gas, and mineral properties. Our expenditures are made acquiring mineral properties and carrying out exploration work. We do not have any producing mineral properties at this time. We also acquire oil and gas property interests and participate in drilling wells. The recoverability of amounts shown for investments, mineral properties, interests in oil and gas properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the exploration, the profitability of future production or our ability to dispose of those assets on a profitable basis. Our ongoing operation is dependent upon cash flow from successful operations and equity financing. We have incurred a loss of $454,573 in the year ended May 31, 2009 (2008 - $1,142,796; 2007 - $465,540).  Revenues from our oil and gas operations are minimal.



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A. OPERATING RESULTS



This review of the results of operations should be read in conjunction with our audited financial statements for the years ended May 31, 2009, May 31, 2008 and May 31, 2007.



Results of Operations for the year ended May 31, 2009 (2009) compared to year Ended May 31, 2008 (2008)



For the year ended May 31, 2009, the Company realized a net loss of $454,573 or $0.01 per share, as compared to a net loss of $1,142,796 or $0.03 per share for the year ended May 31, 2008.  This decrease in net loss is mainly the result of lower general and administrative expenses and reduced amounts written off for mineral properties, oil and gas wells and exploration expenditures.



Total general and administrative expenses decreased from $578,682 in 2008 to $475,042 in 2009.  Amortization of equipment decreased from $3,987 in 2008 to $3,030 in 2009 as there was a lower cost base from which to depreciate.  There were no purchases or disposals of equipment during the fiscal year.  Bad debts expense increased to $15,377 in 2009 from $nil in 2008.  With Young Oil and Gas in receivership and infrequent receipts from the operator of the other wells, the Company made the decision to set up an allowance against the oil and gas revenues.  Filing and regulatory fees decreased from $58,530 in 2008 to $16,785 in 2009.  The majority of the expenditures in 2008 were related to getting the Company listed on the OTC-BB and Frankfurt stock exchanges.  No similar expenses were incurred in 2009. The strengthening Canadian dollar resulted in a foreign exchange gain of $9,938 in 2009 compared to a loss of $2,678 in 2008.  Management and directors fees increased to $110,189 in 2009 from $76,284 in 2008.  The difference is mainly the result of an increase in the number of staff and the dollar amounts of wages and benefits paid, as well as the addition of an individual responsible for financial reporting and compliance.  Office and sundry expense decreased from $28,637 in 2008 to $16,446 in 2009.  Courier, postage costs and related office expenses were higher in 2008 as a result of costs incurred obtaining the OTC-BB and Frankfurt stock exchange listings. Office rent and utilities increased to $15,471 in 2009 from $13,325 in 2008 as the result of a modest increase in rent in the latter half of 2009.  Professional fees increased to $110,201 in 2009 from $89,476 in 2008.  Legal fees declined by $20,783 as a result of decreased work relating to the OCT-BB and Frankfurt stock exchange listings.  This was offset by an increase in accounting and auditing fees of $41,508 resulting from a change in accounting service providers during the year and an increase in audit fees due to the addition of US reporting requirements. Publicity, promotion and investor relations decreased from $203,580 in 2008 to $97,415 in 2009 as a result of reduced promotional efforts in light of the economic downturn and related difficulties raising capital.  Secretarial and employee benefits increased to $45,635 in 2009 compared to $24,630 in 2008.  The difference is mainly the result of an increase in the number of staff and the dollar amounts of wages and benefits paid.  Stock-based compensation decreased from $21,311 in 2008 to $12,474 in 2009 due to fewer stock options vesting in the current fiscal year.  Telephone expense remained virtually the same as in the prior year, declining to $11,261 in 2009 from $11,560 in 2008.  Transfer agent fees also remained virtually the same, increasing only slightly to $8,994 in 2009 from $8,959 in 2008.  Travel, auto and entertainment fees decreased from $35,725 in 2008 to $21,702 in 2009, resulting from reduced promotional activity in the Company.



In addition to the decrease in general and administrative expenses, there was also a reduction in other income (expenses) for the 2009 fiscal year.  Interest income decreased from $3,426 in 2008 to $1,487 in 2009 as a result of lower cash balances in the Company.  Write-offs of oil and gas and mineral properties were $313,483 and $60,705, respectively in 2008.  There were no comparable write-offs in 2009.



Recoverable expenditures increased to $26,578 in 2009 from $nil in 2008.  In 2008, the company wrote-off $26,578 ($25,000 US) due from IAS Energy, Inc. as a result of the suspension of the agreement to purchase the remaining 40% interest in the three gas wells located in Kentucky.  During fiscal 2009, it was decided that the amount will be applied against future revenue until the balance is fully depleted, resulting in the receivable from IAS being reinstated and designated as recoverable.  Exploration expenditures written off decreased from $213,184 in 2008 to $15,857 in 2009.  In 2008, expenditures amounting to $213,184 were written off by the Company as there were no proven reserves.  In 2009, similar expenditures of $15,857 on properties with no proven reserves were also written off.



During the year ended May 31, 2009 the Company raised $114,281 through subscriptions to its common shares, compared to $1,217,908 raised from the issuance of common shares for cash during the year ended May 31, 2008.



The Company received net advances from related parties of $12,982 during the year ended May 31, 2009, compared to net repayments to related parties of $144,311 during the same period in 2008.



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Fiscal Year Ended May 31, 2008 compared to Fiscal year Ended May 31, 2007



Results of Operations



The Company realized a net loss of $1,142,796 in fiscal 2008 compared to a net loss of $465,540 in fiscal 2007. This was mainly due to an expense of write offs of oil and gas wells, mineral properties and exploration expenditures of $587,372 ($10,381 - 2007), an increase in publicity, promotion and investor relations fees of $93,055 over 2007, and an increase in aggregate general office expenses including foreign exchange loss, rent, oil and gas production costs, filing and regulatory fees, telephone and travel and entertainment of $373,069 representing in increase of $180,288 over fiscal 2007.  Despite these increases noted above, the Company was able to offset these increases by decreasing its expenses for secretarial and benefits, stock based compensation, and had no expense for depletion of oil and gas wells, totaling $82,685.





Administrative expenses in fiscal 2008 totaled $588,757 as compared to $488,745 in 2007.  Filing and regulatory fees increased to $58,530 in 2008 compared to $18,961 in 2007 due to the company listing on the OTC-BB.



Secretarial fees and employee benefits decreased to $24,630 in 2008 from $38,083 in 2007 due to decreased increased administrative expenses.  We had a foreign exchange loss of $2,678 in 2008 compared to a small foreign exchange gain of $74 in 2007 due to a lower U.S. exchange rate on U.S revenues.  Filing and regulatory fees increased to $58,530 in 2008 compared to $18,961 in 2007 due to the additional costs of filing historical 20-Fs from 2000 and listing the Company on the OTC Bulletin Board. Management and directors fees remained stable at $76,284 as compared to $75,396 in 2007.  Publicity, promotion and investor relations expenditure increased to $203,580 in fiscal 2008 compared to expenditures of $110,525 in fiscal 2007 due to increased participation in trade shows.  The Company also repaid advances from related parties of $144,311 compared to receiving advances of $95,765 during fiscal 2007.  The Company paid $211,509 for mining exploration work in 2008 compare to $41,624 in 2007.  This increase was mainly due to exploration activity during 2008 on the Gold Hill property.  The Company paid $26,474 for mining acquisitions in 2008 compared to $50,231 for mining acquisitions in 2007.  An allowance for depletion of gas wells was expensed in 2007 in the amount of $24,243.  The oil and gas wells carrying costs totaling $313,483 were written off in 2008 as these well had no proven reserves. Stock based compensation costs of $21,311 were expensed in 2008, compared to $66,300 in 2007 due to fewer options being granted in 2008.



At May 31, 2007, the Companys Oil and Gas operations had an income of $30,749 as compared to and income of $33,714 for the year ended May 31, 2007.





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



Results of Operations



The Company realized a net loss of $465,540 in fiscal 2007, compared to a net loss of $430,646 in fiscal 2006.  This was mainly due to an expense for the depletion of gas wells of $24,243 ($nil - 2006), an increase in stock based compensation expense of $60,058 over the previous year, an increase in professional fees of $47,587 over 2006, and an increase in aggregate general office expenses including rent, secretarial and benefits, sundry and telephone of $17,645 representing in increase of $125,290 over fiscal 2006.  Despite these increases noted above, the Company was able to offset these increases by decreasing its expenses for filing and regulatory fees, transfer agent fees, oil and gas production, royalties and other fees, shareholder and meeting costs, travel, auto and entertainment and interest expense totaling $47,457.



Administrative expenses in fiscal 2007 totaled $488,745 as compared to $378,474 in 2006.  Office, rent and telephone totaled $10,171 compared to $5,737 in 2006 due to the Company moving its offices to larger premises.  Professional fees were $87,395 compared to $39,808 in 2006.  This increase was due to legal, audit and accounting fees required to bring the Company current in its SEC filings which involved the preparation of historical Forms 20-F beginning 2000 to date.  Secretarial fees and employee benefits increased to $38,083 in 2007 from $33,578 in 2006 due to increased administrative expenses associated with the filing of the historical 20-Fs.  We had a small foreign exchange gain of $74 in 2007, as compared to a loss of $4,687 in 2006, due to a lower U.S. exchange rate on U.S revenues.  Filing and regulatory fees decreased to $18,961 in 2007 from $24,353 in 2006, due to reduction in taxes in the State of Delaware as a result of the reduction in authorized capital of the subsidiary, Teryl Inc. Management and directors fees remained stable at $75,396 as compared with $74,440 in 2006.  Publicity, promotion and investor relations expenditure decreased minimally to $110,525 in fiscal 2007 compared to expenditures of $117,256 in fiscal 2006. The Company paid $41,624 for mining exploration work in 2007 as compared to $163,320 in 2006.  This decrease was mainly due to no exploration activity during 2007 on the Fish Creek property.  The Company paid $50,231 for mining acquisitions in 2007 as compared to $nil in 2006.  No debenture payment or accrued interest was paid to Keltic Bryce Enterprises during 2007, compared to $161,749 paid in 2006. Corporation capital taxes decreased to $4,494 in fiscal 2007 compared to $11,549 in fiscal 2006 due to reduction in taxes in the State of Delaware as a result of the reduction in authorized capital of the subsidiary, Teryl Inc. An allowance for depletion of gas wells was expensed in 2007 in the amount of $24,243 compared to $nil in 2006 due to the acquisition of these three new wells. Stock based compensation costs of $66,300 were expensed in 2007, due to new stock option issuances, for those which expired during the year, compared to $6,242 in 2006.



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At May 31, 2007, the Companys Oil and Gas operations had an income of $33,714 compared to an income of $27,154 for the year ended May 31, 2006, due to the three new wells noted above. The Company also received advances from related parties of $95,765 during fiscal 2007, compared to $26,956 in fiscal 2006, as the Company did not raise enough working capital through stock issuances.

B. LIQUIDITY AND CAPITAL RESOURCES



Liquidity and Capital Resources



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



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



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



We anticipate that our estimated cash requirements for the fiscal year ending May 31, 2010 will be remain at approximately $475,000 for operational expenses as we do not foresee any material changes to our corporate operations, other than a reduction in publicity, promotion and public relations.  Expenditures for future exploration during fiscal 2010 is estimated at approximately $100,000 including our requisite cash requirements for exploration work on the Gil Gold Property further to the 2009 program and budget summary from Kinross Gold Corporation, and the Companys continued maintenance of its other properties.



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



Liquidity



Fiscal Year Ended May 31, 2009 compared to Fiscal year Ended May 31, 2008



During the year ended May 31, 2009, we financed our operations and received $127,263 by:



·

share subscriptions received in the net amount of $114,281; and

·

net advances from related parties of $12,982.



The Companys cash position decreased to $6,185 at May 31, 2009 as compared to $215,294 at May 31, 2008.



During the fourth quarter ended May 31, 2009, the Company received $115,875 in subscriptions (less costs of $1,594) pursuant to a private placement which closed subsequent to the year end.  These subscriptions were mainly used to fund the 2009 Gil property exploration project.

As at May 31, 2009, the Company had a working capital deficit of $393,518 as compared to working capital of $77,837 at May 31, 2008.



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During the year ended May 31, 2009, we used cash in the amount of $320,515 on operating activities as compared to $527,720 for the same period last year for a decrease of $207,205.  This is a result of the Company incurring less operating expenses during 2009 in comparison to 2008.

Subsequent to year end, on June 8, 2009, the Company completed a private placement, whereby we issued 2,120,000 units at a price of $0.075 per unit for gross proceeds to the Company of $159,000.  Each unit consisted of one common share and one-half non-transferable share purchase warrant, two one-half warrants entitling the holder to acquire one additional common share of the Company for a period of one year at a price of $0.10 per share for a period of one year.  The Company incurred finders fees of $3,675 in connection with the private placement, which will be included in share issuance costs.  Share subscriptions totaling $115,875 were received in the 2009 fiscal year.

Subsequent to year end, on August 18, 2009, the Company completed a private placement, whereby we issued 7,042,092 units at a price of $0.075 per unit for gross proceeds to the Company of $528,157.  Each unit consisted of one common share and one non-transferable share purchase warrant, entitling the holder to acquire one additional common share of the Company at a price of $0.10 per share in the first year and $0.15 per share in the second year.  The Company incurred finders fees of $34,478 in connection with the private placement, which will be included in share issuance costs.

Fiscal Year Ended May 31, 2008 compared to Fiscal year Ended May 31, 2007



During 2008, we financed our operations by the issuance of 8,725,000 common shares for cash proceeds of $1,308,750, compared to $199,151 in 2007, which consisted of the issuance of 8,715,000 common shares pursuant to private placement offerings completed during the year to raise cash proceeds of $1,307,250 after issue costs (compared to $179,151 in 2007), and the issuance of 10,000 shares pursuant to the exercise of stock options for cash proceeds of $1,500 (compared to $nil in 2007). We received $nil advances from related parties in 2008, (compared to $95,765 in 2007); $30,749 from oil and gas revenues (compared to $33,714 in 2007).  Our opening cash surplus was $2,947 at May 31, 2008.  Our opening cash surplus at the beginning of our 2007 fiscal year was of $209,636.



During 2008, we spent $527,719 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2007 as compared to $210,843 during the year ended May 31, 2007.



Our cash position increased by $212,347 to $215,294 and we had a working capital surplus of $77,837 as at May 31, 2007.





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



During 2007, we financed our operations by the issuance of 1,294,340 common shares for cash proceeds of $199,151, which consisted of the issuance of 1,194,340 common shares pursuant to a private placement offerings completed during the year to raise cash proceeds of $179,151 after issue costs (compared to $671,250 in 2006), and the issuance of 100,000 shares pursuant to the exercise of share purchase warrants for cash proceeds of $20,000 (compared to $1,750 in 2006). We received $95,765 as advances from related parties (compared to $26,956 in 2006); $33,714 from oil and gas revenues (compared to $27,343 in 2006).  Our opening cash surplus at the beginning of our 2007 fiscal year was of $209,636. Our opening cash surplus was $209,636 at May 31, 2006.



During 2007, we spent $210,843 of these funds on operating activities as discussed above under Results of Operation for the year ended May 31, 2007 as compared to $390,492 during the year ended May 31, 2006.



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



Capital Resources



Our authorized capital consists of 100,000,000 common shares without par value and 5,000,000 Preferred Shares (non-voting) with a par value of $1.00. At November 13, 2009, we had 58,749,620issued and outstanding common shares (May 31, 2009 and 2008  49,587,528). No Preferred Shares have been issued to date. The directors of the Company adopted the Teryl Resources Corp. 2002 Stock Option Plan (the Plan or the 2002 Plan), and received shareholder approval of same on January 22, 2003. The Company has adopted a type of plan under which options may be granted for a number of shares up to 10% of the issued and outstanding shares of the Company from time to time. As the number of shares reserved for issuance under the Plan increases with the issue of additional shares by the Company, the Plan is considered to be a rolling stock option plan. This rolling plan requires Shareholder approval annually.





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During the year ended May 31, 2009 no stock options were exercised, 477,500 stock options expired or were cancelled and 50,000 stock options were granted. As at May 31, 2009 we had 1,825,000 stock options outstanding at exercise prices ranging from $0.10 per share to $0.22 per share with expiry dates ranging from November 2, 2011 to April 23, 2014. These stock options vest over a two-year period from the date of grant. If exercised, the vested portion of the remaining 1,825,000 stock options would increase our available cash by $278,250.



During the year ended May 31, 2008 10,000 stock options were exercised, 625,000 stock options expired or were cancelled and 400,000 stock options were granted. As at May 31, 2008 we had 2,252,500 stock options outstanding at exercise prices ranging from $0.15 per share to $0.45 per share with expiry dates ranging from October 20, 2008 to April 24, 2012. These stock options vest over a two-year period from the date of grant. If exercised, the vested portion of the remaining 2,252,500 stock options would increase our available cash by $440,500.



As at May 31, 2009 we had 2,715,000 warrants outstanding, exercisable at a price of $0.25 before August 30, 2009.  If exercised, the outstanding 2,715,000 warrants would increase our available cash by $678,750 at a price of $0.25.



Contributed surplus was $344,878 as at May 31, 2009 (2008 - $332,404). The increase of $12,474 represents the fair value of 50,000 stock options ($792) granted in the fiscal year ended May 31, 2009 being recorded in the Companys books at the fair value of the outstanding options calculated using the Black-Scholes method of valuation.  Additionally, the fair value of stock options granted in prior years, amounting to $11,682 was recorded in the Companys books in 2009.



US GAAP Reconciliation



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



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



Under Canadian GAAP, future income taxes are calculated based on enacted or substantially enacted tax rates applicable to future years. Under U.S. GAAP, only enacted rates are used in the calculation of future income taxes. This GAAP difference did not result in a difference in our financial position, results of operations or cash flows for the years ended May 31, 2009, 2008 and 2007.



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



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



There were no expenditures on research and development over the past three years ended May 31, 2007, May 31, 2008 and May 31, 2009. We do not hold any patents, trademarks or copyrights.



D. TREND INFORMATION



As the Company is a mineral exploration company with no currently producing properties, the information required by this section is not applicable.



E. OFF-BALANCE SHEET ARRANGEMENTS



There are no known off-balance sheet arrangements other than those disclosed in this Form 20-F and in our audited consolidated financial statements for the year ended May 31, 2009.





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F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



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



Payments due by period



|                                                                                         |         |                  |           |           |                  
|---------------------------------------------------------------------------------------- | ------- | ---------------- | --------- | --------- | -----------------
|Contractual Obligations                                                                  | Total   | Less than 1 year | 1-3 years | 3-5 years | More than 5 years
|Mineral Property Obligations                                                             | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Long-term debt obligations                                                               | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Capital (Finance) Lease obligations                                                      | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Operating lease obligations                                                              | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Purchase Obligations                                                                     | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Other Long-term liabilities reflected on the Companys Balance sheet under Canadian GAAP | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          
|Total                                                                                    | Nil - - | Nil - -          | Nil - -   | Nil - -   | Nil - -          



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



|                            |               |                                |                        |                 
|--------------------------- | ------------- | ------------------------------ | ---------------------- | ----------------
|Property                    | Calendar Year | Option/Advance Royalty Payment | Expenditure Commitment | Number of Shares
|Gil Property, Alaska        | 2009          | $ -                            | $ -                    | -               
|                            | 2010          | $ -                            | $ -                    | -               
|West Ridge Property, Alaska | 2009          | $ -                            | $ -                    | -               
|                            | 2010          | $ -                            | $ -                    | -               
|Fish Creek, Alaska          | 2009          | $ -                            | $ -                    | -               
|                            | 2010          | $ -                            | $ -                    | -               
|Black Dome, Alaska          | 2009          | $ -                            | $ -                    | -               
|                            | 2010          | $ -                            | $ -                    | -               



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



Oil and Gas Wells:



The Company entered into agreements with IAS Energy, Inc., a company with common directors, to purchase 40% interests (subject to 40% net revenue interests to others), in the Ken Lee #1 (May 18/06) natural gas well for $103,045 ($92,500 US); in the Elvis Farris #2 (June 8/06) natural gas well for $104,461 ($92,500 US); and in the Clarence Bright #1 (July 31/06) natural gas well for  $104,673 ($92,500 US).  All the wells are located in Knox or Laurel Counties, Kentucky, USA.  The Company had first refusal rights to participate in up to 21 future wells, which expired in October 2007.  The Ken Lee well commenced production in June 2006; the Elvis Farrell well commenced production in August 2006; and the Clarence Bright well commenced production in December 2006.



As there has been no determination as to the gas reserves done on any of the wells, the wells were being depleted straight-line over 10 years, which is their estimated pay-out term.  However, due to new reporting regulations, these wells were written off at May 31, 2008, as there were no proven reserves.





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G. SAFE HARBOR



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



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



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



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



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



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A. DIRECTORS AND SENIOR MANAGEMENT



As of May 31, 2009, our Board of Directors consisted of four Directors, two of whom are independent (or outside) non-executive Directors. The following table provides certain information about the members of our Board of Directors as of November 13, 2009.



|                      |                                              |     |                                      
|--------------------- | -------------------------------------------- | --- | -------------------------------------
|Name                  | Position with the Company                    | Age | Date of First Election or Appointment
|John G. Robertson (1) | President, Director                          | 68  | October 25, 1982                     
|Jennifer Lorette (1)  | Director                                     | 37  | February 20, 2004                    
|Susanne Robertson     | Director                                     | 63  | September 12, 1990                   
|Monique van Oord      | Chief Financial Officer, Secretary, Director | 48  | October 17, 2002                     
|Larry Gold (1)        | Director                                     | 67  | October 30, 2009                     

(1) Indicates member of the Issuer's audit committee.



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



John Robertson.Mr. Robertson is the President and a founder of the Company since 1982; Since March 1979, Mr. Robertson is also President, CEO, Chairman of the Board, Secretary and a director of Linux Gold Corp., a British Columbia mineral exploration company which trades its shares on the OTC Bulletin Board.  Mr. Robertson has been the Chairman, President and Chief Executive Officer of REGI U.S., Inc., an Oregon corporation traded on the OTC Bulletin Board, since July 1992, a U.S. public company engaged in the development of a rotary engine/ compressor (Rand Cam Engine). Since October 1984 Mr. Robertson has been President and a Director of Reg Technologies Inc., a British Columbia corporation listed on the TSX Venture Exchange, and trading on the OTC Bulletin Board, that has financed the research on the Rand Cam Engine since 1986. REGI U.S. is ultimately controlled by Reg Technologies Inc. Mr. Robertson has been the President and Principal Executive Officer and a Director of IAS Energy, Inc. since its formation in December 1994, a U.S. public company engaged in the acquisition and exploration of oil and gas interests in North America. Since June 1997 Mr. Robertson has been President, Principal Executive Officer and a Director of Information Highway.com, Inc., an inactive reporting Florida corporation. Since May 1977 Mr. Robertson has been President and a member of the Board of Directors of SMR Investments Ltd. since 1979, a private British Columbia corporation engaged in management of public companies. Mr. Robertson is also the President and Director of the following private companies: JGR Petroleum, Inc. (since July 1991), Access Information Services, Ltd. (since September 1993), 394754 B.C. Ltd., dba SOVO Computer Centre (since October 1990), Pavlik Travel Services Ltd. (since November 2000), International Diamond Syndicate Ltd. (since May 1993), KLR Enterprises Inc. (since 1999), Rainbow Networks Inc. (since 2000), Rand Energy Group Inc. (since 1993), 540330 B.C Ltd. (since April 1997), and Airstream Communications, Inc. (since June 2000) Mr. Robertson is a citizen and resident of Canada (see Item 7.B.  Related Party Transactions).  A minimum of 20 percent of Mr. Robertsons time is allocated to the ongoing operations of the Company.  On a project related basis, Mr. Robertson may allocate up to 80 percent of his time to the Company as required.



36



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Jennifer Lorette.Ms. Lorette has been a director since June 2001. Ms. Lorette has held several positions with Linux Gold Corp. since June 1994, and is presently a director of Linux; Ms. Lorette, has held several positions with REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin board, and is currently a director. Ms. Lorette has held several positions with Reg Technologies, Inc., a British Columbia corporation listed on the TSX Venture Exchange, and trading on the OTC bulletin board, and is currently a director.  Ms. Lorette is a citizen and resident of Canada.



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



Monique van Oord.Director of the Company and Chief Financial Officer since January 2003. Ms. van Oord is also Chief Financial Officer (since August 2004), and a Director (since February 2004) of Linux Gold Corp., a British Columbia mineral exploration company which trades its shares on the OTC Bulletin Board.  Ms. van Oord has also acted as an Administrator for several public and private companies from 2002 to date. Ms. van Oord is a citizen and resident of Canada (Item 7.B.  Related Party Transactions).  A minimum of 40 percent of Ms. van Oords time is allocated to the ongoing operations of the Company.  On a project related basis, Ms. van Oord may allocate up to 80 percent of hers time to the Company as required.



Larry Gold.Director of the Company since October 30, 2009. Larry Gold is a self employed barrister and solicitor whose practice is located in downtown Vancouver.  A graduate of the University of British Columbia law school he was called to the bar in 1974.  He has practiced in several areas of law including securities, commercial and civil and criminal litigation.  Over the past 5 years his area of practice has mainly focused on commercial litigation and consulting related to business contracts and other business related matters.





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



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



Cease Trade Order



On September 4, 2009 the British Columbia Securities Commission (BCSC) issued a Cease Trade Order for Reg Technologies, a company with common directors and officers, citing a failure to file its annual audited financial statements and its annual management and discussion. The required documents were filed on SEDAR on September 11, 2009, to comply with the requirements to rectify the continuous disclosure deficiencies and the Cease Trade Order was revoked by the BCSC on September 15, 2009. Additionally, the TSX Venture Exchange suspended trading in Reg Technologies shares as a result of the cease trade order. The cease trade order was revoked and the Exchange reinstated the Companys shares for trading on September 21, 2009.



37



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On September 4, 2009 the British Columbia Securities Commission (BCSC) issued a Cease Trade Order for IAS Energy, Inc., a company with related directors and officers, citing a failure to file its annual audited financial statements and its annual management and discussion. The cease trade order was revoked on September 16, 2009 following filing of its annual financial statements.  On October 2, 2009, IAS Energy received another cease trade order from the BCSC citing failure to file its financial statements for the three months ended July 31, 2009.  These financials statements have now been filed and IAS received a revocation of the cease trade order.



On September 9, 2008 the British Columbia Securities Commission (BCSC) issued a Cease Trade Order for Reg Technologies citing a failure to file its annual audited financial statements and its annual management and discussion. The required documents were file on SEDAR on September 22, 2008, to comply with the requirements to rectify the continuous disclosure deficiencies and the Cease Trade Order was revoked by the BCSC on September 24, 2008. Additionally, the TSX Venture Exchange suspended trading in Reg Technologies shares as a result of the cease trade order. The cease trade order was revoked and the Exchange reinstated the Companys shares for trading on October 7, 2008.



On December 3, 2007 the British Columbia Securities Commission (BCSC) issued a Cease Trade Order for Linux Gold Corp., a company with related directors and officers, citing a failure to file a technical report and non-compliant disclosure. The commission staff found that the technical report filed on SEDAR on February 22, 2006 was not prepared by a qualified person. The commission staff also found that its disclosure in the offering memorandum dated April 5, 2007 did not disclose repayment of debt to related parties. Linux filed the required documents on SEDAR to comply with the requirements to rectify the continuous disclosure deficiencies and the Cease Trade Order was revoked by the BCSC on February 8, 2008.



Other than the Cease Trade Orders issued against Reg Technologies, IAS Energy, Inc. and Linux Gold Corp, no Director and/or member of Senior Management had been the subject of any order, judgement, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanour involving a security or any aspect of the securities business or of theft or of any felony.



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



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



B. COMPENSATION



STATEMENT OF EXECUTIVE COMPENSATION



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



Executive Compensation



Compensation Discussion and Analysis



The Companys executive officers make recommendations to the board of directors regarding compensation policies and the compensation of senior officers. The Company does not have a Compensation Committee.  The compensation of the senior executives comprises two components; namely, a base salary or consulting fees and the grant of stock options pursuant to the Companys stock option plan which is more particularly outlined below under the Option-based Awardssection.   These forms of compensation are chosen to attract, retain and motivate the performance of selected directors, officers, employees or consultants of the Company of high caliber and potential.  Each senior executive is employed for his or her skills to perform specific tasks and the base salary and number of options is fixed accordingly.



38



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Senior executives generally enter into an employment agreement, with standard clauses covering salaries and termination and change of control provisions. The highlights of the employment agreements for the NEOs are outlined below under the section entitled Management Contracts and Narrative Discussionunder the Summary Compensation Table.



Option-based Awards



The grant of option-based awards to the senior executives is determined by the recommendation of executive officers to the board of directors pursuant to the terms of the stock option plan referred to below. Previous grants of option-based awards are taken into account when considering new grants.



The options are always granted at market price. The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions: weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



During the fiscal year ended May 31, 2009, the Company granted 50,000 stock options to one director (Monique van Oord) exercisable at $0.10 per share.





Summary Compensation Table



Named Executive Officers mean the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) of the Company, regardless of the amount of compensation of that individual and each of the Companys three most highly compensated executive officers, other than the CEO and CFO, or three most highly compensated individuals acting in similar capacities, who were serving as executive officers, or in a similar capacity, at the end of the most recent financial year and whose compensation exceeds $150,000, and such individuals who would be an NEO but for the fact that they were not serving as an executive officer or in a similar capacity at the end of that financial year.



During the Companys last completed financial year ended May 31, 2009, the Company had two Named Executive Officers: Mr. John Robertson, President, and Ms. Monique van Oord, CFO.



The following table (presented in accordance with Form 51-102F6  Statement of Executive Compensation (Form 51-102F6) under National Instrument 51-102  Continuous Disclosure Obligations) sets forth all annual, long term and other compensation for services in all capacities to the Company and its subsidiaries payable to the NEOs for the three financial years ended May 31, 2009, 2008, and 2007 (to the extent required by the Regulations) in respect of the Named Executive Officers:



|                                   |                            |                                           |                               |                                   |                                                  |                                     |                         |                                            |                                   
|---------------------------------- | -------------------------- | ----------------------------------------- | ----------------------------- | --------------------------------- | ------------------------------------------------ | ----------------------------------- | ----------------------- | ------------------------------------------ | ----------------------------------
|                                   |                            |                                           |                               |                                   | Non-equity incentive plan compensation
      ($) |                                     |                         |                                           
|Name and Principal Position        | Year Ended
      May 31    | Salary
      ($)                          | Share- based Awards
      ($) | Option- Based Awards
      ($)(6) | Annual incen-
      tive plans
      ($)         | Long-term incentive plans
      ($) | Pension value
      ($) | All other
      Compen-sation
      ($)(5) | Total
      compensation
      ($)
|John G. Robertson, CEO (1) (2) (3) | 2009
      2008
      2007 | 16,500(1)
      15,500(1)
      12,000(1) | Nil
      Nil
      Nil       | ** (3)
      **
      **          | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | 30,000
      30,000
      30,000           | 46,500
      45,500
      42,000  
|Monique van Oord, CFO (4)          | 2009
      2008
      2007 | 11,400
      5,700
      15,000           | Nil
      Nil
      Nil       | 792
      **
      **             | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | Nil
      Nil
      Nil                    | 12,192
      5,700
      15,000   



(1)

Mr. Robertson is also a director and receives annual compensation of $16,500 in that capacity. See Note 6 herein with respect to NEO fees, and Director Compensation  Narrative Discussion.

(2)

Mr. Robertson is a director of SMR Investments Ltd., which received or is to receive $2,500 per month from the Company for management services provided to the Company.  See Management Contracts.

(3)

Mr. Robertson was not granted any option-based awards during 2009.

(4)

Ms. van Oord is also a director but does not receive any compensation in that capacity. Ms. van Oords option-based awards granted during 2009 consisted of 50,000 stock options expiring on April 22, 2014, at an exercise price of CDN$0.10 and fair value of CDN$0.06 per share.

(5)

The value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not, in the aggregate, greater than $50,000 or 10% of the NEOs total salary for the financial year.

(6)

The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



39



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Narrative Discussion



The Company does not have a share-based award plan other than the stock option plan referred to above. The Company also does not have a pension plan or a long term incentive plan.



Employment Contracts and Termination of Employment



There are no employment agreements or other compensating plans or arrangements with regard to any of the Named Executive Officers which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of the Issuer or from a change in a Named Executive Officers responsibilities following a change in control.



Mr. Robertson, a director and President, and Ms. Van Oord, a director and CFO of the Company, do not receive fees directly, but received compensation through certain service agreements described below.



Pursuant to a management agreement dated May 1, 1996, the Company engaged SMR Investments Ltd. to provide services to the Company.  SMR is a private company which is controlled by Susanne Robertson, a director of the Company and the spouse of the Companys president.  The Companys President is also a director and officer of SMR.  SMR provides management services to the Company in consideration of a monthly fee of $2,500 plus applicable taxes. These services include providing general management services and ongoing operations.  The agreement may be terminated by the mutual consent of the parties. During the years ended May 31, 2009 and 2008, the Company paid or accrued to SMR the sum of $30,000 and $30,000 respectively.



In the event the Optionee ceases to be employed by the Company (other than the result of termination with cause or death) or ceases to act as a director or officer of the Company or a subsidiary of the Company any option held by such Optionee may be exercised within 90 days after the date such Optionees ceases to be employed as an officer, director, employee or employee of a company providing management services to the Company, in respect of which such option has not been previously exercised, and thereafter his option shall expire and all rights to purchase shares hereunder shall cease and expire and be of no further force or effect



Refer also to the Compensation Discussion and Analysissection above.



Incentive Plan Awards



Narrative Discussion



As reported above under the Summary Compensation Table,the Company does not have a share-based award plan or a long term incentive plan.   Information with respect to the grant of stock options is more particularly described above in the Option-based Awardsand Compensation Discussion and Analysissections.



Outstanding Option-Based Awards and Share-Based Awards



The following table sets out all stock option-based awards granted to the NEOs and outstanding at the end of the most recently completed financial year.



40



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|                 |                                                                     |                                 |                        |                                                     |                                                                    |                                                                            
|---------------- | ------------------------------------------------------------------- | ------------------------------- | ---------------------- | --------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------------------------------
|                 | Option-based Awards                                                 | Stock-based Awards             
|Name             | Number of
      securities underlying unexercised options
      (#) | Option exercise price
      ($) | Option expiration date | Value of unexercised in-the-money options
      ($) | Number of shares or units of shares that have not vested
      (#) | Market or payout value of share-based awards that have not vested
      ($)
|John Robertson   | 1,000,000                                                           | 0.15                            | Apr 24, 2012           | Nil                                                 | 750,000                                                            | Nil                                                                        
|Monique van Oord | 50,000                                                              | 0.10                            | Apr 23, 2014           | Nil                                                 | 37,500                                                             | Nil                                                                        



The closing price of the Companys shares on the TSX Venture Exchange on May 31, 2009 was $0.08 therefore the option were not in-the-money.



Incentive Plan Awards  value vested or earned during the year



12,500 incentive stock options vested during the year ended May 31, 2009 which were held by the NEOs.



During the year ended May 31, 2009, neither of the NEOs exercised or sold options.



Pension Plan Benefits



As reported under the Summary Compensation Table, the Company does not maintain a Pension Plan for its employees and therefore no benefits were received.



Termination of Employment or Change of Control



Other than as described in the Narrative Discussionsection under the Summary Compensation Table, the Company has no plans or arrangements with respect to remuneration received or that may be received by the Named Executive Officers during the Companys most recently completed financial year or current financial year in view of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation exceeds $150,000 per executive officer.



Director Compensation



Director Compensation Table



The following table sets forth all compensation provided to the directors for the year ended May 31, 2009, in their capacity as a director of the Company.



|                                   |                            |                                  |                               |                                    |                                                  |                                     |                         |                                            |                                   
|---------------------------------- | -------------------------- | -------------------------------- | ----------------------------- | ---------------------------------- | ------------------------------------------------ | ----------------------------------- | ----------------------- | ------------------------------------------ | ----------------------------------
|                                   |                            |                                  |                               |                                    | Non-equity incentive plan compensation
      ($) |                                     |                         |                                           
|Name and Principal Position        | Year Ended
      May 31    | Salary
      ($)                 | Share- based Awards
      ($) | Option- Based Awards
      ($) (6) | Annual incen-
      tive plans
      ($)         | Long-term incentive plans
      ($) | Pension value
      ($) | All other
      Compen-sation
      ($)(5) | Total
      compensation
      ($)
|John G. Robertson, CEO (1) (2) (3) | 2009
      2008
      2007 | 16,500
      15,500
      12,000 | Nil
      Nil
      Nil       | ** (3)
      **
      **           | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | 30,000
      30,000
      30,000           | 46,500
      45,500
      42,000  
|Monique van Oord, CFO (4)          | 2009
      2008
      2007 | 11,400
      5,700
      15,000  | Nil
      Nil
      Nil       | 792
      Nil
      Nil            | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | Nil
      Nil
      Nil                    | 12,192
      5,700
      15,000   
|Susanne Robertson
      (2) (8)    | 2009
      2008
      2007 | Nil
      Nil
      Nil          | Nil
      Nil
      Nil       | Nil
      Nil
      Nil            | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | 30,000
      30,000
      30,000           | 30,000
      30,000
      30,000  
|Jennifer Lorette (7)               | 2009
      2008
      2007 | 20,400
      13,500
      24,000 | Nil
      Nil
      Nil       | Nil
      Nil
      Nil            | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | Nil
      Nil
      Nil                    | 20,400
      13,500
      24,000  
|Larry Gold (9)                     | 2009
      2008
      2007 | Nil
      Nil
      Nil          | Nil
      Nil
      Nil       | Nil
      Nil
      Nil            | Nil
      Nil
      Nil                          | Nil
      Nil
      Nil             | Nil
      Nil
      Nil | Nil
      Nil
      Nil                    | Nil
      Nil
      Nil           



(1)

Mr. Robertson is also an NEO and received compensation of stock options in that capacity. See above.

(2)

Mr. Robertson is a director of SMR Investments Ltd., and Mrs. Robertson, the wife of John Robertson, is the majority shareholder of SMR.  SMR received or is to receive $2,500 per month from the Company for management services provided to the Company. These fees are not deemed to represent directors fees. See above.

(3)

Mr. Robertson received option-based awards granted during 2009 as an officer of the Company, not in his capacity as a director.  See above.

(4)

Ms. van Oord is also an NEO and received compensation in that capacity.  Stock options granted during the year ended May 31, 2009 were granted in her capacity as an officer.

(5)

The value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not, in the aggregate, greater than $50,000 or 10% of the NEOs total salary for the financial year.

(6)

The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.

(7)

Ms. Lorette received no option-based awards during 2009.

(8)

Mrs. Robertson received no option-based awards during 2009.

(9)

Mr. Gold did not receive any option-based awards during 2009 or in prior years.





41



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Narrative Description



Other than John Robertson, no directors of the Company were compensated during the financial year ended May 31, 2009 for services in their capacity as directors.



Other than as described above, Directors of the Company who are also NEOs are not compensated for their services in their capacity as directors, although directors of the Company are reimbursed for their expenses incurred in connection with their services as directors.



Information with respect to grants of options to the directors is reported below under the Narrative Descriptionin the section below entitled Outstanding Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation.



Other than as described above, no directors of the Company were compensated by the Company during the financial year ended May 31, 2009 for services as consultants or experts.



Ms. van Oord, a director and CFO of the Company, and Ms. Lorette, a director of the Company, do not receive directors fees, but received compensation through certain service agreements.



During the year ended May 31, 2009, management and directors fees of $78,300 (2008 - $64,700) were paid to officers, directors and companies controlled by officers and directors for services rendered.



The Company does not have a share-based award plan for the directors other than the stock option plan referred to above, details of which are provided below under Outstanding Option-Based Awards, Share- Based Awards and Non-equity Incentive Plan Compensation.The Company also does not have a pension plan or a non-equity incentive plan for its directors.



Information with respect to grants of options to the directors is reported below under the Narrative Descriptionin the section below entitled Outstanding Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation.





42



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Incentive Plan Awards



As disclosed under the Director Compensation Table,the Company does not have a share-based award plan, a pension plan or a non-equity incentive plan for its directors.



Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation for Directors



Option-based awards to the directors are granted pursuant to the terms of the Companys stock option plan. The options are always granted at market price. The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Directors generally receive a grant of stock options upon their appointment.



Outstanding Option-Based Awards and Share-Based Awards



The following table sets out all stock option-based awards granted to the directors and outstanding at the end of the most recently completed financial year. During the most recently completed year, 50,000 stock options were granted to one director.





|                  |                                                                     |                                 |                        |                                                         |                                                                    |                                                                            
|----------------- | ------------------------------------------------------------------- | ------------------------------- | ---------------------- | ------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------------------------------
|                  | Option-based Awards                                                 | Stock-based Awards             
|Name              | Number of
      securities underlying unexercised options
      (#) | Option exercise price
      ($) | Option expiration date | Value of unexercised in-the-money options
      ($) (1) | Number of shares or units of shares that have not vested
      (#) | Market or payout value of share-based awards that have not vested
      ($)
|John Robertson    | 1,000,000                                                           | 0.15                            | Apr 24, 2012           | Nil                                                     | 750,000                                                            | Nil                                                                        
|Monique van Oord  | 50,000                                                              | 0.10                            | Apr 23, 2014           | Nil                                                     | 37,500                                                             | Nil                                                                        
|Susanne Robertson | 500,000                                                             | 0.15                            | Apr 24, 2012           | Nil                                                     | 375,000                                                            | N/A                                                                        
|Jennifer Lorette  | 100,000                                                             | 0.15                            | Apr 24, 2012           | Nil                                                     | 75,000                                                             | N/A                                                                        
|Larry Gold        | Nil                                                                 | N/A                             | N/A                    | N/A                                                     | N/A                                                                | N/A                                                                        



(1) the closing price of the Companys common shares on the TSX Venture Exchange on May 31, 2009 was $0.08



Non-Cash Compensation



Other than stock options were granted by the Company during the financial year ended May 31, 2009 to the directors no other non-cash compensation was paid.



There were no exercises of stock options during the financial year ended May 31, 2009 by the directors who are not a Named Executive Officer.  There were 787,500 unexercised options at the financial year end held by directors who are not a Named Executive Officer, none of which were in-the-money.



43



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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



Equity Compensation Plan Information



The following table sets forth, as of May 31, 2009, information concerning securities authorized for issuance under the stock option plan, which is the only equity compensation plan of the Company.



|                                                              |                                                                                             |                                                                             |                                                                                                                                             
|------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|                                                              | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column  (a))
|Plan Category                                                 | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                         
|Equity compensation plans approved by securityholders         | 1,825,000                                                                                   | $0.15                                                                       | 3,133,752                                                                                                                                   
|Equity compensation plans not approved by security holders(1) | N/A                                                                                         | N/A                                                                         | N/A                                                                                                                                         
|Total                                                         | 1,825,000                                                                                   | $0.15                                                                       | 3,133,752                                                                                                                                   



Long-Term Incentive and Deferred Compensation Plans



A long-term incentive plan is a plan providing compensation intended to motivate performance over a period greater than one financial year. As reported above under the Summary Compensation Tableand Incentive Plan Awards, the Company currently has no long-term incentive plan intended to serve as incentive for performance to occur over a period longer than one year. Long-term incentive plans do not include stock options. The Company also does not have a deferred compensation plan.



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



|                       |                   |                        |               
|---------------------- | ----------------- | ---------------------- | --------------
|NAME OF OPTIONEE       | NUMBER OF OPTIONS | EXERCISE PRICE (CDN $) | EXPIRY DATE   
|John G. Robertson      | 1,000,000         | $0.15                  | April 24, 2012
|Jennifer Lorette       | 100,000           | $0.15                  | April 24, 2012
|Monique van Oord       | 50,000            | $0.10                  | April 23, 2014
|Susanne Robertson      | 500,000           | $0.15                  | April 24, 2012
|TOTAL HELD AS A GROUP: | 1,650,000         |                        |               



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



|                       |                        |                          |                 
|---------------------- | ---------------------- | ------------------------ | ----------------
|Name of Optionee       | No. of Optioned Shares | Exercise Price Per Share | Expiry Date     
|Arnie Winrob           | 50,000                 | $0.15                    | April 24, 2012  
|Cheryl Derbyshire      | 25,000                 | $0.18                    | November 2, 2011
|James Kerr             | 75,000                 | $0.21                    | March 10, 2013  
|Cindy Broad            | 25,000                 | $0.22                    | November 7, 2012
|TOTAL HELD AS A GROUP: | 175,000                |                          |                 



INDEBTEDNESS OF DIRECTORS AND OFFICERS



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



C. BOARD PRACTICES



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



44



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



D. EMPLOYEES



We employed no employees during any of the years ended May 31, 2009, May 31, 2008 and May 31, 2007. Our legal, accounting, marketing and administrative functions are, and have been during the last three fiscal years, contracted out to consultants.



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



E. SHARE OWNERSHIP



The following table sets forth the ownership of our common shares by our Directors and Officers as at November 24, 2009:



|                  |                                         |                         
|----------------- | --------------------------------------- | ------------------------
|Shareholder       | Number of shares issued and outstanding | Percentage ownership (1)
|John G. Robertson | 6,676,314 (2)(6)                        | 11.36%                  
|Jennifer Lorette  | 262,800 (3)                             | *                       
|Monique van Oord  | 210,000 (4)                             | *                       
|Susanne Robertson | 6,509,983 (5)                           | 11.08%                  



(1)  as at November 10, 2009, there were 58,749,620 issued and outstanding common shares.



(2)  includes 445,450 shares registered in the name of Access Information Services, a corporation controlled by the Robertson Family Trust; 50,000 shares registered in the name of KLR Petroleum, a corporation controlled by John Robertson, 3,258,300 shares registered in the name of JGR Petroleum, a corporation controlled by the Robertson Family Trust, and 1,000,000 options registered in the name of Mr. Robertson that are currently exercisable. [Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the majority vote of the three trustees. Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family Trust]. Mr. Robertson's address is the same as our address].



(3)  Includes 150,000 options that are currently exercisable. Ms. Lorette's address is the same as the Companys.



(4)  Includes 100,000 options that are currently exercisable, and 65,000 share purchase warrants. Ms. van Oords address is the same as the Companys.



(5)  Includes 5,318,883 shares registered in the name of SMR Investments Ltd., and 500,000 options that are currently exercisable. Ms. Robertson's address is the same as the Companys.



(6)  JGR Petroleum Inc. is a corporation owned by The Robertson Family Trust. Its address is 240 - 11780 Hammersmith Way, Richmond, British Columbia V7A 5E9, Canada



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



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



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



45



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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A. MAJOR SHAREHOLDERS.



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



At May 31, 2009, we are aware of the following shareholders who owns 5% or greater of the voting shares of the Company: 58,749,620



|                    |                                  |                                                    
|------------------- | -------------------------------- | ---------------------------------------------------
|Name of Shareholder | No. of Common Shares
      Owned | Percentage of
      Outstanding
      Common Shares
|Susanne Robertson   | 5,939,983 (1)                    | 10.1%                                              



(1) Of the 5,939,983 common shares owned by Susanne Robertson, 691,100 common shares are held directly and the balance of 5,248,883 common shares are held by SMR Investments Ltd., a private company wholly-owned by Susanne M. Robertson.



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



Canadian Share Ownership.



As of November 10, 2009 we had 58,749,620common shares outstanding with registered and indirect holding by depository institutions and other financial institutions estimated as 85 holders of record resident in Canada, holding an aggregate of 42,022,825 common shares; 141 holders of record resident in the United States, holding an aggregate of 7,529,453 common shares; and 3 holders of record resident elsewhere holding an aggregate of 35,250 common shares.



Control of the Company



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

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



B. RELATED PARTY TRANSACTIONS.



The Company shares office facilities, staff and directors with other related parties.  Reg Technologies Inc. is a public company involved in the development of a rotary engine.  Linux Gold Corp. is a public company involved in the acquisition and exploration of mineral properties.  The Company has entered into an agreement with Linux Gold Corp. whereby the Company could earn up to 50% of the Fish Creek claims (see Item 4.D.).



Mr. Robertson is President and a director of Reg Technologies Inc. and President and a director of Linux Gold Corp.  A minimum of 20 percent of Mr. Robertsons time is allocated to the ongoing operations of the Company.  On a project related basis, Mr. Robertson may allocate up to 80 percent of his time to the Company as required.  Ms. van Oord is the Chief Financial Officer and a director of Linux Gold Corp.  A minimum of 40 percent of Ms. van Oords time is allocated to the ongoing operations of the Company.  On a project related basis, Ms. van Oord may allocate up to 80 percent of hers time to the Company as required (see also Item 6.A. Directors and Senior Management; and Item 3.D. Risk Factors).



The Company entered into a Management Agreement with SMR Investments Ltd. for the provision of management and administrative services. Pursuant to the Management Agreement, SMR Investments Ltd. provides management and administrative services to the Company, and is in a unique position to service the promotion, marketing, investment and business management needs of the Company, for which the Company pays up to $2,500 per month. The Management Agreement also provides that the manager will be reimbursed for all reasonable out-of-pocket expenses. Susanne Robertson, a director of the Company, is the sole shareholder of SMR Investments Ltd. and John Robertson, President and a director of the Company is a director of SMR Investments Ltd. The Company was charged management fees by SMR of $30,000 during the year ended May 31, 2009 (2008 - $30,000; 2007 - $30,000).  As of May 31, 2009, $77,883 (May 31, 2008 - $42,258) was payable to SMR by the Company, and the amount was included in accounts payable and accrued liabilities.



46



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We had net related party advances owing of $40,851 at the May 31, 2009 year-end, compared to $27,869 at the end of our previous fiscal year. These were unsecured, non-interest bearing and with no fixed terms of repayment. These transactions with related parties during the year ended May 31, 2009 are as follows:



1.

SMR Investments Ltd. (SMR) is a private company controlled by an officer of the Company who has significant influence on its affairs. Under a management contract with SMR, the Company agreed to pay up to $2,500 per month for management services.  The Company was charged management fees by SMR of $30,000 during the current year (2008 - $30,000; 2007 - $30,000).  As of May 31, 2009, $77,883 (2008 - $42,258) was payable to SMR by the Company, and the amount was included in accounts payable and accrued liabilities.



2.

The Company owns 15,880 shares of Linux Gold Corp., a BC public company with common directors, staff and office facilities.



3.

During the year, directors fees of $16,500 (2008 - $16,500; 2007 - $12,000) were paid to J. Robertson, President of the Company; administration consulting fees of $20,400 (2008 - $13,500; 2007 - $24,000) were paid to J. Lorette, a director of the Company and secretarial fees of $11,400 (2008 - $5,700; 2007 - $15,000) were paid to M. van Oord, a director of the Company.



4.

During the year, fees of $9,409 (2008 - $6,508; 2007 - $9,396) were paid to KLR Petroleum Ltd., which is controlled by an officer of the Company who has significant influence on its affairs, for administration of the Companys payroll and benefit plan.



5.    Office rent of $15,471 (2008 - $12,872; 2007 - $15,018) was paid to Linux Gold Corp. for the year ended May 31, 2009.



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



C. INTERESTS OF EXPERTS AND COUNSEL.



Not applicable.



ITEM 8. FINANCIAL INFORMATION



A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION



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



Our audited consolidated financial statements for the fiscal years ended May 31, 2009, May 31, 2008 and May 31, 2007 are attached hereto.



Legal Proceedings



We are not a party to any material legal proceedings.



Dividend Distribution Policy



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





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B. SIGNIFICANT CHANGES



None.



ITEM 9. THE OFFER AND LISTING



A. OFFER AND LISTING DETAILS



Not applicable, except for Item 9.A.4 and Item 9.C.



Our shares trade on the TSX Venture Exchange (the "TSXV"), since July 1985, under the symbol TRC-V. There are currently no restrictions on the transferability of these shares under Canadian securities laws. In addition, there has been a U.S. market in our shares on the OTC Bulletin Board under the symbol TRYLF.OB.  Although Teryl was approved for trading on March 6, 2008, trading did not commence until May 2008.  In addition, there has been a U.S. market in our shares on the NQB "Pink Sheets".  We are not specifically aware of prices and other trading details for any shares which have or may have traded on the "Pink Sheets".  The ranges of the low and high sales prices for our shares traded on the TSX and OTC BB for the periods indicated are as follows.



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





|     |             |              |          |        |       
|---- | ----------- | ------------ | -------- | ------ | ------
|     |             | TSX Venture* | OTC BB**
|     |             | High         | Low      | High   | Low   
|     |             | Cdn. $       | Cdn. $   | U.S. $ | U.S. $
|2009 |             |              |          |        |       
|     | Q4 5/31/09  | 0.11         | 0.06     | 0.09   | 0.05  
|     | Q3 2/28/09  | 0.09         | 0.02     | 0.07   | 0.02  
|     | Q2 11/30/08 | 0.13         | 0.03     | 0.14   | 0.02  
|     | Q1 8/31/08  | 0.17         | 0.08     | 0.16   | 0.05  
|2008 |             |              |          |        |       
|     | Q4 5/31/08  | 0.215        | 0.14     | 0.16   | 0.0   
|     | Q3 2/28/08  | 0.24         | 0.15     | N/a    | N/a   
|     | Q2 11/30/07 | 0.275        | 0.135    | N/a    | N/a   
|     | Q1 8/31/07  | 0.18         | 0.13     | N/a    | N/a   
|2007 |             |              |          |        |       
|     | Q4 5/31/07  | 0.185        | 0.15     | N/a    | N/a   
|     | Q3 2/28/07  | 0.185        | 0.145    | N/a    | N/a   
|     | Q2 11/30/06 | 0.26         | 0.17     | N/a    | N/a   
|     | Q1 8/31/06  | 0.37         | 0.26     | N/a    | N/a   

*Information provided by the TSX Venture Exchange.



**Prices for the OTC BB are in US$.  Information provided by The Over The Counter Bulletin Board.  The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.



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



|     |               |              |                                |                            
|---- | ------------- | ------------ | ------------------------------ | ---------------------------
|     | TSX Venture*  | OTC BB**    
|Year | High ($CDN) * | Low ($CDN) * | High ($US) 
        High-Bid** | Low ($US)
        Low-Bid**
|2009 | 0.17          | 0.02         |                                |                            
|2008 | 0.275         | 0.13         |                                |                            
|2007 | 0.37          | 0.145        | N/a                            | N/a                        
|2006 | 0.41          | 0.185        | N/a                            | N/a                        
|2005 | 0.56          | 0.265        | N/a                            | N/a                        



*Information provided by the TSX Venture Exchange.



** prices on the OTC BB are in U.S. dollars.  Information provided by The Over The Counter Bulletin Board.  The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.



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



|                |              |          |        |       
|--------------- | ------------ | -------- | ------ | ------
|                | TSX Venture* | OTC BB**
|Month           | High         | Low      | High   | Low   
|                | Cdn. $       | Cdn. $   | U.S. $ | U.S. $
|2009, October   | 0.25         | 0.17     | 0.23   | 0.15  
|2009, September | 0.20         | 0.12     | 0.19   | 0.12  
|2009, August    | 0.18         | 0.14     | 0.17   | 0.11  
|2009, July      | 0.13         | 0.07     | 0.11   | 0.04  
|2009, June      | 0.09         | 0.07     | 0.09   | 0.05  
|2009, May       | 0.09         | 0.07     | 0.08   | 0.05  



*Information provided by the TSX Venture Exchange.



** prices on the OTC BB are in U.S. dollars.  Information provided by The Over The Counter Bulletin Board.  The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.



Common Share Description



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



Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore. Upon our liquidation, dissolution or winding up, holders of common shares are entitled to receive pro rataour assets, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



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



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



The following table lists, as of May 31, 2009, the share purchase warrants outstanding.



|                           |                                                     |                                                     |        |        |                                           
|-------------------------- | --------------------------------------------------- | --------------------------------------------------- | ------ | ------ | ------------------------------------------
|Effective Date of Issuance | Number of Share Purchase Warrants Originally Issued | Number of Share Purchase Warrants Still Outstanding | Year 1 | Year 2 | Expiration Date of Share Purchase Warrants
|August 30, 2007            | 2,715,000                                           | 2,715,000                                           | 0.20   | 0.25   | August 30, 2009                           







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B. PLAN OF DISTRIBUTION



Not applicable.



C. MARKETS



Our shares trade on the TSX Venture Exchange (the "TSXV"), since July 1985, under the symbol TRC-V. There are currently no restrictions on the transferability of these shares under Canadian securities laws. In addition there has been a U.S. market in our shares on the OTC Bulletin Board under the symbol TRYLF.OB.  Although we were approved for trading on the OTC BB on March 6, 2008, Teryl did not commence trading until May 2008.  Additionally, there has been a U.S. market in our shares on the NQB "Pink Sheets".  We are not specifically aware of prices and other trading details for any shares which have or may have traded on the "Pink Sheets".





D. SELLING SHAREHOLDERS



Not applicable.



E. DILUTION



Not applicable.



F. EXPENSES OF THE ISSUE



Not applicable.





ITEM 10. ADDITIONAL INFORMATION



A. SHARE CAPITAL



Not applicable.



B. MEMORANDUM AND ARTICLES OF ASSOCIATION



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



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



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



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



50



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



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



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



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



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



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



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



C. MATERIAL CONTRACTS



During the years ended May 31, 2009 and May 31, 2008, we entered into the following material contracts.



Fish Creek Joint Venture Agreement



On March 5, 2002, the Company and Linux Gold Corp. (Linux) entered into an agreement whereby the Company may earn up to a 50% interest in the Fish Creek mineral claims located in the Fairbanks district of Alaska, USA, by expending $500,000 US within three years and issuing 200,000 common shares (issued December 16, 2002 at $0.08 per share).  An additional 100,000 shares were issued on February 14, 2007 at $0.16 per share in payment of an extension of the expenditure date to March 5, 2007, which was further extended to March 5, 2010.  Linux will have a 5% Net Royalty Interest until the Company pays $2,000,000 US.





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D. EXCHANGE CONTROLS.



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



E. TAXATION.



Certain Canadian Federal Income Tax Consequences



The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act(Canada) (the Canadian Tax Act). This summary does not apply to a shareholder who carries on business in Canada through a permanent establishment situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholders holding in Teryl Resources Corp. is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholders interest. Investors are advised to obtain independent advice from a shareholders own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances. The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention(1980), as amended (the Convention).



Dividends on Common Shares and Other Income



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



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



The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.



Dispositions of Common Shares



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



52



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



The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:

(a) the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;

(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or

(c) the shares formed part of the business property of a permanent establishment that the holder has or had in Canada within the 12 months preceding the disposition.



F. DIVIDENDS AND PAYING AGENTS



Not applicable.



G. STATEMENT BY EXPERTS.



Our financial statements included in this 20-F for the years ended May 31, 2009, 2008, and 2007 were audited by Morgan & Company, Chartered Accountants as stated in their reports appearing herein (which reports express an unqualified opinion), and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.



H. DOCUMENTS ON DISPLAY.



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



The Company files annual reports and furnishes other information with the SEC. You may read and copy any document that we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by accessing the Commissions website (http://www.sec.gov). The Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).



I. SUBSIDIARY INFORMATION.



We hold a 100% interest Teryl, Inc., a private Delaware corporation. Teryl, Inc., a wholly-owned subsidiary of Teryl Resources Corp., was incorporated on November 17, 1988, in the State of Delaware and registered to do business in the USA, which holds the Alaska mineral property interests and Texas and Kentucky oil and gas well interests.



ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company is a small business issuer as defined in Rule 405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore need not provide the information requested by this item.



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not applicable.





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PART II



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



None.



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



A. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS



None.



B. USE OF PROCEEDS.



Not applicable.



ITEM 15. CONTROLS AND PROCEDURES



Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of February 28, 2009, being the date of the Companys most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of the Companys management, including Mr. John Robertson, the Companys Chief Executive Officer, and Ms. Monique van Oord the Companys Chief Financial Officer.



As of May 31, 2009, management conducted an evaluation of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934. Based upon that evaluation, management has concluded that our current disclosure controls and procedures are not effective as of May 31, 2009.



The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below.  Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our Company intends to remediate the material weaknesses as set out below.





(b)

Managements Annual Report on Internal Control over Financial Reporting



The Companys board of directors and audit committee are responsible for establishing and maintaining adequate internal control over financial reporting.  The Companys internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principles.



The Companys Chief Executive Officer, Mr. John Robertson, and the Companys Chief Financial Officer, Ms. Monique van Oord, assessed the effectiveness of the Companys internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-(f) promulgated under the Exchange Act) as of May 31, 2009.



Based on managements evaluation, we concluded our internal control over financial reporting was not effective as at May 31, 2009 due to inadequate segregation of duties and effective risk assessment.



We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and adopt sufficient written policies and procedures for accounting and financial reporting. These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected.





54



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Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.



This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



We do not currently have a financial expert in our audit committee as we are not required to do so under Canadian securities laws.  We rely upon the services of a chartered accounting firm in Vancouver, BC, Canada, to prepare our consolidated financial statements.  Also, we retained the audit services of Morgan & Company, Chartered Accountants to perform the audit on our year-end consolidated financial statements.



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



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



ITEM 16B. CODE OF ETHICS



We have not adopted a formal written code of ethics given our relatively small size, whereby we had no employees in 2009.



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





55



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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES



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



(Stated in terms of Canadian dollars)



|                          |                        |                       
|------------------------- | ---------------------- | ----------------------
|Type of Services Rendered | 2009
      Fiscal Year | 2008
      Fiscal Year
|(a)  Audit Fees           | $37,000                | $35,000               
|(b) Audit-related Fees    | $Nil                   | $Nil                  
|(c) Tax Fees              | $Nil                   | $Nil                  
|(d) All Other Fees        | $Nil                   | $Nil                  



Our Audit Committee assists the Board in fulfilling its responsibilities relating to the Companys corporate accounting and reporting practices.  The Audit Committee is responsible for ensuring that management has established appropriate processes for monitoring the Companys systems and procedures for financial reporting and controls, reviewing all financial information in disclosure documents; monitoring the performance and fees and expenses of the Companys external auditors and recommending external auditors for appointment by shareholders.  The Audit Committee is also responsible for reviewing the Companys annual financial statements prior to approval by the Board and release to the public.  Currently the members are Larry Gold, Jennifer Lorette, and John Robertson. Upon recommendation of our Audit Committee, our board of directors appointed Morgan and Company, Chartered Accountants as our principal accountant to audit our consolidated financial statements for the fiscal year ended May 31, 2009, which was ratified by our shareholders on October 30, 2008.

Our Audit Committee pre-approved all non-audit services (audit-related services, tax services, and all other services) provided to the Company prior to the commencement of the services.



In the table above, and the disclosure below, audit fees are fees billed by the Companys external auditor for services provided in auditing the Companys annual financial statements for the subject year. Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements. Tax fees are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. All other fees are fees billed by the auditor for products and services not included in the foregoing categories.



Audit Fees

The aggregate fees billed by Morgan and Company, Chartered Accountants for professional services rendered for the audit of our annual consolidated financial statements for the fiscal years ended May 31, 2009 and 2008 were $37,000 and $35,000, respectively. The percentage of Audit Fees pre-approved by our Audit Committee during fiscal 2009 and 2008 was 100%.



Audit Related Fees

The aggregate fees billed for assurance and related services by Morgan and Company, Chartered Accountants, as applicable, relating to the performance of the audit of our consolidated financial statements for the fiscal years ended May 31, 2009 and 2008, which are not reported under the heading "Audit Fees" above, were $Nil and $Nil, respectively.  Had there been any Audit Related Fees incurred during fiscal 2008, it is our policy for our Audit Committee to pre-approve 100% of these fees prior to commencement of the services.  The percentage of Audit Related Fees pre-approved by our Audit Committee during fiscal 2009 was 100%.



Tax Fees

For the fiscal years ended May 31, 2009 and 2008, the aggregate fees billed for tax compliance, tax advice and tax planning by Morgan and Company, Chartered Accountants, as applicable, were $Nil and $Nil, respectively. Had there been any Tax Fees incurred during fiscal 2009 and 2008, it is our policy for our Audit Committee to pre-approve 100% of these fees prior to commencement of the services.





56



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All Other Fees

For the fiscal years ended May 31, 2009 and 2008, the aggregate fees billed by Morgan and Company, Chartered Accountants, as applicable, for products and services other than the services set out above, were $Nil and $Nil, respectively. Had there been any Other Fees incurred during fiscal 2009 and 2008, it is our policy for our Audit Committee to pre-approve 100% of these fees prior to commencement of the services.





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



Not applicable.



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



No disclosure required.



PART III



ITEM 17. FINANCIAL STATEMENTS



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



Independent Auditors Report dated September 28, 2009

Consolidated Balance Sheets at May 31, 2009 and 2008

Consolidated Statements of Operations and Comprehensive Loss for the years ended May 31, 2009, 2008 and 2007

Consolidated Statements of Cash Flows for the years ended May 31, 2009, 2008 and 2007

Notes to the Consolidated Financial Statements for the years ended May 31, 2009 and 2008



ITEM 18. FINANCIAL STATEMENTS



We have elected to provide financial statements pursuant to Item 17.



ITEM 19. EXHIBITS



Documents filed as exhibits to this annual report:



|       |                                                                                                                                                                                                                                                                                                                    |    
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---
|Number | Description                                                                                                                                                                                                                                                                                                        |    
|1.1    | Certificate of Incorporation  Candy Mountain Gold Corporation May 23, 1980                                                                                                                                                                                                                                        | (1)
|1.2    | Certificate of Name Change, Special Resolution and Altered Memorandum to change name from Candy Mountain Resources to Teryl Resources Corp. dated January 20, 1984                                                                                                                                                 | (1)
|1.3    | Special resolutions and Altered memorandum dated October 25, 1985 increasing the authorized capital to 15,000,000 by creating 5,000,000 Preferred Shares with a par value of $1.00, and amending the Articles of the Company by adding Special Rights and Restrictions Attached to the Preferred Shares as a Class | (1)
|1.4    | Altered memorandum and special resolution dated November 30, 1988 increasing the number of authorized common shares to 30,000,000 common shares from 10,000,000 common shares                                                                                                                                      | (1)
|1.5    | Altered memorandum and special resolution dated November 30, 1988 canceling the then existing Articles of the Company and replacing the Articles in their entirety with new Articles of the Company                                                                                                                | (1)
|1.6    | Altered memorandum and special resolution dated November 20, 2000 increasing the authorized capital to 100,000,000 common shares from 30,000,000, effective December 4, 2002                                                                                                                                       | (4)
|1.7    | Altered Memorandum and special resolution, certificate of name change dated February 4, 2003 changing the name from Teryl Resources Corp. to Teryl Gold Corp.                                                                                                                                                      | (4)
|1.8    | Transition Application and Notice of Articles transitioning from the former Company Act (British Columbia) to the Business Corporations Act (British Columbia) dated September 15, 2004                                                                                                                            | (6)
|1.9    | Notice of Alteration effective November 25, 2004 changing the name of the Company back to Teryl Resources Corp.                                                                                                                                                                                                    | (6)





57



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|     |                                                                                                                                                                                                                                                               |     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|1.10 | Notice of Articles dated November 25, 2004 reflecting the Altered memorandum and special resolution dated November 15, 2004 canceling the then existing Articles of the Company and replacing the Articles in their entirety with new Articles of the Company | (6) 
|2.1  | Specimen copy of Registrants common share certificate                                                                                                                                                                                                        | (1) 
|4.1  | Commitment to provide financing to Teryl Resources Corp. as required for ongoing operations dated February 14, 2000 from John Robertson                                                                                                                       | (2) 
|4.2  | Mining Joint Venture Agreement between Fairbanks Gold Mining, Inc. and Teryl, Inc. dated September 23, 1999                                                                                                                                                   | (1) 
|4.3  | Management Agreement dated December 1, 1994 between Teryl Resources Corp. and SMR Investments Ltd.                                                                                                                                                            | (1) 
|4.4  | Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2002  Fish Creek Mineral Claims                                                                                                                                    | (3) 
|4.5  | Amendment to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated November 4, 2002                                                                                                                                                | (4) 
|4.6  | Anderson Group Property Purchase Agreement  August 18, 2003                                                                                                                                                                                                  | (5) 
|4.7  | West Ridge Property Lease Agreement dated July 2003                                                                                                                                                                                                           | (5) 
|4.8  | Extension to Joint Venture Agreement between Linux Gold Corp. and Teryl Resources Corp. dated March 5, 2005                                                                                                                                                   | (6) 
|4.9  | Upper Fox Creek Development Agreement dated June 23, 2004 between the Company, Jean Turner and Ron Way                                                                                                                                                        | (6) 
|4.10 | Natural Gas Well Interest Agreement between Teryl Resources Corp. and IAS Energy, Inc. dated May 18, 2006                                                                                                                                                     | (8) 
|4.11 | Mineral Property Agreement between Teryl Resources Corp. and Frederic & John Rothermel - Gold Hill Property  June 10, 2006                                                                                                                                   | (8) 
|4.12 | Natural Gas Well Interest Agreement between Teryl Resources Corp. and IAS Energy, Inc. dated April 7, 2008                                                                                                                                                    | (9) 
|8.1  | List of Subsidiaries  Teryl, Inc. (a Delaware corporation)                                                                                                                                                                                                   | (8) 
|12.1 | Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (John G. Robertson)                                                                                           | (10)
|12.2 | Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (Monique van Oord)                                                                                            | (10)
|13.1 | Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (John G. Robertson)                                                                                           | (10)
|13.2 | Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (Monique van Oord)                                                                                            | (10)
|15.1 | Consent of Morgan & Company                                                                                                                                                                                                                                   | (10)



(1)

incorporated by reference to the Registrants Registration Statement on Form 20-F filed on December 29, 2000 with the US Securities and Exchange Commission

(2)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2000.

(3)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2002

(4)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2003

(5)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2004

(6)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2005

(7)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2006

(8)

incorporated by reference to the Registrants Registration Statement and Annual Report on Form 20-F for the fiscal year-ended May 31, 2007 filed on October 22, 2007.

(9)

incorporated by reference to the Registrants Annual Report on Form 20-F for the fiscal year-ended May 31, 2008 filed on November 28, 2008.

(10)

Attached hereto.



GLOSSARY OF MINING TERMS



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

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



58



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

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

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

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

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

Au:  gold.

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

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

Colluvium:mixture of rock fragments

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

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

Dynamothermal metamorphism:A form of regional metamorphism that acts on rocks caught between two converging plates and is initially caused by directed pressure from the plates, which causes some of the rocks to rise and others to sink, sometimes by tens of kilometers. The rocks that fall then experience further dynamothermal metamorphism, this time caused by heat from the Earth's interior and lithostatic pressure from overlying rocks Eclogite:   A coarse-grained, deep-seated ultramafic rock, consisting essentially of garnet (almandine-pyrope) and pyroxene (omphacite). Rutile, kyanite, and quartz are typically present.

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

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

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

Gm/mt  or gpt: grams per metric tonne.

Gold deposit:  means a mineral deposit mineralized with gold.

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

Granitic:  Pertaining to or composed of granite.Granodioritic:

Graphite:  A allotropic form of carbon found in nature

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

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

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

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

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



59



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Intrusive:cuts across (is intrusive into)

Limonitically: Consisting of or resembling limonite

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

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

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

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

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

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

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

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

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

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

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

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

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

opt : troy ounces per short ton

Petrographic: Pertaining to the study of rocks

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

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

Ppm:parts per million

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

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

Protoliths: refers to the precursor rock of a given lithology

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

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



60



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

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

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

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

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

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

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

Ton: short ton (2,000 pounds).

Tonne: metric tonne (2,204.6 pounds).

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

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

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

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



61



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SIGNATURE PAGE



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





TERYL RESOURCES CORP.

REGISTRANT



|       |                   |  |     |                      
|------ | ----------------- |  | --- | ---------------------
|Dated: | December 11, 2009 |  | By: | /s/ John G. Robertson
|       |                   |  |     | John G. Robertson    
|       |                   |  |     | President/Director   







62



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**Exhibit 8.1**







63



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EXHIBIT 12.1
CERTIFICATION  PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, John Robertson, certify that:



1.

I have reviewed this annual report on Form 20-F of Teryl Resources Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.



|                                         
|-----------------------------------------
|DATE: December 11, 2009.                 
|                                         
|/s/ John G. Robertson                    
|John G. Robertson, President and Director





64



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EXHIBIT 12.2
CERTIFICATION  PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Monique van Oord, of Teryl Resources Corp., certify that:



1.

I have reviewed this annual report on Form 20-F of Teryl Resources Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.



|                                                      
|------------------------------------------------------
|DATE: December 11, 2009.                              
|                                                      
|/s/ Monique van Oord                                  
|Monique van Oord, Chief Financial Officer and Director







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EXHIBIT 13.1



Certification of Chief Executive Officer pursuant to



Title 18, United States Code, Section 1350, as adopted pursuant to



Section 906 of The Sarbanes-Oxley Act of 2002

I, John G. Robertson, President and Chief Executive Officer of Teryl Resources Corp., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. The Annual Report on Form 20-F of Teryl Resources Corp. for the year ended May 31, 2009 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Teryl Resources Corp.

Richmond, BC, Canada

|                  |                                      
|----------------- | -------------------------------------
|                  | by: /s/ John G. Robertson            
|                  |                                      
|December 11, 2009 |                                      
|                  |                                      
|                  | John G. Robertson                    
|                  |                                      
|                  | President and Chief Executive Officer





A signed original of this written statement required by Section 906 has been provided to Teryl Resources Corp. and will be retained by Teryl Resources Corp. and furnished to the Securities and Exchange Commission or its staff upon request.





66



---

EXHIBIT 13.2



Certification of Chief Financial Officer pursuant to



Title 18, United States Code, Section 1350, as adopted pursuant to



Section 906 of The Sarbanes-Oxley Act of 2002

I, Monique van Oord, Chief Financial Officer of Teryl Resources Corp., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge: 
1. The Annual Report on Form 20-F of Teryl Resources Corp. for the year ended May 31, 2009 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Teryl Resources Corp.

Richmond, British Columbia, Canada

|                  |                         
|----------------- | ------------------------
|                  | by: /s/ Monique van Oord
|                  |                         
|December 11, 2009 |                         
|                  |                         
|                  | Monique van Oord        
|                  |                         
|                  | Chief Financial Officer 





A signed original of this written statement required by Section 906 has been provided to Teryl Resources Corp. and will be retained by Teryl Resources Corp. and furnished to the Securities and Exchange Commission or its staff upon request.





67



---

Exhibit 15.1



| | 
| | 





INDEPENDENT AUDITORS CONSENT



We consent to the use of our report dated September 28, 2009 on the consolidated financial statements of Teryl Resources Corp. as at May 31, 2009 and 2008, and for the years ended May 31, 2008, 2007 and 2007 that are included in the Company's Annual Report Form 20-F filing.

In addition, we consent to the reference to us under the heading Statement by Experts in the Annual Report.



|                  |                      
|----------------- | ---------------------
|Vancouver, Canada | Morgan & Company   
|                  |                      
|December 11, 2009 | Chartered Accountants





| |  | 
| |  | 



---



TERYL RESOURCES CORP.CONSOLIDATED FINANCIAL STATEMENTSAS AT MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

---



INDEPENDENT AUDITORS REPORT

To the Shareholders ofTeryl Resources Corp.

We have audited the consolidated balance sheets of Teryl Resources Corp. as at May 31, 2009 and 2008, and the consolidated statements of operations and comprehensive loss, cash flows, and shareholders equity for each of the years in the three-year period ended May 31, 2009. 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 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, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2009 in accordance with Canadian generally accepted accounting principles.

|                   |                      
|------------------ | ---------------------
|Vancouver, Canada  | Morgan & Company   
|                   |                      
|September 28, 2009 | Chartered Accountants

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCES

The reporting standards of the Public Company Accounting Oversight Board (United States) for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders, dated September 28, 2009, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the consolidated financial statements.

|                   |                      
|------------------ | ---------------------
|Vancouver, Canada  | Morgan & Company   
|                   |                      
|September 28, 2009 | Chartered Accountants



| |  | 
| |  | 



---

TERYL RESOURCES CORP.CONSOLIDATED BALANCE SHEETS(Stated in Canadian Dollars)

|                                                     |            |   |            |  
|---------------------------------------------------- | ---------- | - | ---------- | -
|                                                     | May 31     |   | May 31     |  
|                                                     | 2009       |   | 2008       |  
|                                                     | $          |   | $          |  
|ASSETS                                               |            |   |            |  
|Current                                              |            |   |            |  
|Cash                                                 | 6,185      |   | 215,294    |  
|Amounts receivable and prepaid expenses              | 17,817     |   | 61,977     |  
|                                                     | 24,002     |   | 277,271    |  
|Advances to Related Parties(Note 8)                  | 90,529     |   | 64,201     |  
|Investments(Note 4)                                  | 867        |   | 2,208      |  
|Equipment(Note 5)                                    | 10,253     |   | 13,283     |  
|Mineral Property Interests(Note 7)                   | 196,855    |   | 196,855    |  
|Deferred Exploration Expenditures(Note 7)            | 3,052,479  |   | 2,932,238  |  
|                                                     | 3,374,985  |   | 3,486,056  |  
|LIABILITIES                                          |            |   |            |  
|Current                                              |            |   |            |  
|Accounts payable and accrued liabilities (Note 11)   | 286,140    |   | 107,364    |  
|Advances from related parties (Note 8)               | 131,380    |   | 92,070     |  
|                                                     | 417,520    |   | 199,434    |  
|                                                    
|SHAREHOLDERS EQUITY                                 |            |   |            |  
|Share Capital(Note 9)                                |            |   |            |  
|Authorized:                                          |            |   |            |  
|100,000,000 common shares, voting, no par value      |            |   |            |  
|5,000,000 preferred shares, non-voting, $1 par value |            |   |            |  
|Issued and outstanding:                              |            |   |            |  
|49,587,528 (2008  49,587,528) common shares         | 12,030,233 |   | 12,031,827 |  
|Share Subscriptions Received                         | 115,875    |   | -          |  
|Contributed Surplus                                  | 344,878    |   | 332,404    |  
|Accumulated Other Comprehensive Loss                 | (3,157     | ) | (1,818     | )
|Deficit                                              | (9,530,364 | ) | (9,075,791 | )
|                                                     | 2,957,465  |   | 3,286,622  |  
|                                                     | 3,374,985  |   | 3,486,056  |  

Going Concern(Note 1) andSubsequent Events(Note 16)Approved on behalf of the Board of Directors:

|                 |          |                    |         
|---------------- | -------- | ------------------ | --------
|John Robertson | Director | Jennifer Lorette | Director

The accompanying notes are an integral part of these consolidated financial statements.

---

TERYL RESOURCES CORP.CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Stated in Canadian Dollars)

|                                                    |            |   |            |   |            |  
|--------------------------------------------------- | ---------- | - | ---------- | - | ---------- | -
|                                                    | Year Ended |   | Year Ended |   | Year Ended |  
|                                                    | May 31     |   | May 31     |   | May 31     |  
|                                                    | 2009       |   | 2008       |   | 2007       |  
|                                                    | $          |   | $          |   | $          |  
|General and Administrative Expenses                 |            |   |            |   |            |  
|Amortization of equipment                           | 3,030      |   | 3,987      |   | 4,547      |  
|Bad debts                                           | 15,377     |   | -          |   | -          |  
|Filing and regulatory fees                          | 16,785     |   | 58,530     |   | 18,961     |  
|Foreign exchange (gain) loss                        | (9,938     | ) | 2,678      |   | (74        | )
|Management and directors fees (Note 11)            | 110,189    |   | 76,284     |   | 75,396     |  
|Office and sundry                                   | 16,446     |   | 28,637     |   | 21,993     |  
|Office rent and utilities (Note 11)                 | 15,471     |   | 13,325     |   | 10,171     |  
|Professional fees                                   | 110,201    |   | 89,476     |   | 87,395     |  
|Publicity, promotion and investor relations         | 97,415     |   | 203,580    |   | 110,525    |  
|Secretarial and employee benefits (Note 11)         | 45,635     |   | 24,630     |   | 38,083     |  
|Stock-based compensation                            | 12,474     |   | 21,311     |   | 66,300     |  
|Telephone                                           | 11,261     |   | 11,560     |   | 8,417      |  
|Transfer agent fees                                 | 8,994      |   | 8,959      |   | 5,894      |  
|Travel, auto and entertainment                      | 21,702     |   | 35,725     |   | 11,193     |  
|Operating Loss                                      | (475,042   | ) | (578,682   | ) | (458,801   | )
|Other Income (Expenses)                             |            |   |            |   |            |  
|Miscellaneous income                                | 8,261      |   | 19,832     |   | 3,029      |  
|Interest income                                     | 1,487      |   | 3,426      |   | 613        |  
|Oil and gas wells written off                       | -          |   | (313,483   | ) | -          |  
|Mineral properties written off                      | -          |   | (60,705    | ) | (9,381     | )
|Recoverable expenditures                            | 26,578     |   | -          |   | -          |  
|Exploration expenditures written off                | (15,857    | ) | (213,184   | ) | (1,000     | )
|                                                    | 20,469     |   | (564,114   | ) | (6,739     | )
|Net Loss for the Year                               | (454,573   | ) | (1,142,796 | ) | (465,540   | )
|Unrealized losses on available-for-sale investments | (1,339     | ) | (649       | ) | -          |  
|Comprehensive Loss for the Year                     | (455,912   | ) | (1,143,445 | ) | (465,540   | )
|                                                   
|Loss per Share  Basic and Diluted                  | (0.01      | ) | (0.03      | ) | (0.01      | )
|Weighted Average Number of Common Shares            |            |   |            |   |            |  
|Outstanding, Basic and Diluted                      | 49,587,528 |   | 44,538,405 |   | 39,663,029 |  

The accompanying notes are an integral part of these consolidated financial statements.

---

TERYL RESOURCES CORP.CONSOLIDATED STATEMENTS OF CASH FLOWS(Stated in Canadian Dollars)

|                                             |            |   |            |   |            |  
|-------------------------------------------- | ---------- | - | ---------- | - | ---------- | -
|                                             | Year Ended |   | Year Ended |   | Year Ended |  
|                                             | May 31     |   | May 31     |   | May 31     |  
|                                             | 2009       |   | 2008       |   | 2007       |  
|                                             | $          |   | $          |   | $          |  
|Cash flows from operating activities         |            |   |            |   |            |  
|Net loss for the year                        | (454,573   | ) | (1,142,796 | ) | (465,540   | )
|Items not affecting cash                     |            |   |            |   |            |  
|Amortization of equipment                    | 3,030      |   | 3,987      |   | 4,547      |  
|Depletion of oil and gas wells               | -          |   | -          |   | 24,243     |  
|Exploration expenditures written off         | 15,857     |   | 213,184    |   | 1,000      |  
|Mineral properties written off               | -          |   | 60,705     |   | 9,381      |  
|Oil and gas wells written off                | -          |   | 313,483    |   | -          |  
|Stock-based compensation                     | 12,474     |   | 21,311     |   | 116,353    |  
|Changes in non-cash working capital items    |            |   |            |   |            |  
|Amounts receivable and prepaid expenses      | 44,160     |   | 23,140     |   | (6,630     | )
|Accounts payable and accrued liabilities     | 58,537     |   | (20,734    | ) | 105,775    |  
|                                             | (320,515   | ) | (527,720   | ) | (210,871   | )
|Cash flows from investing activities         |            |   |            |   |            |  
|Deferred exploration expenditures            | (15,857    | ) | (211,509   | ) | (41,624    | )
|Purchase of mineral property interests       | -          |   | (26,474    | ) | (34,231    | )
|Purchase of oil and gas well interests       | -          |   | (25,547    | ) | (209,134   | )
|Purchase of equipment                        | -          |   | -          |   | (5,773     | )
|                                             | (15,857    | ) | (263,530   | ) | (290,762   | )
|Cash flows from financing activities         |            |   |            |   |            |  
|Advances from (to) related parties           | 12,982     |   | (144,311   | ) | 95,765     |  
|Share subscriptions received                 | 115,875    |   | -          |   | 28         |  
|Share issuance costs                         | (1,594     | ) | -          |   | -          |  
|Share capital issued for cash, net           | -          |   | 1,147,908  |   | 199,151    |  
|                                             | 127,263    |   | 1,003,597  |   | 294,944    |  
|(Decrease) increase in cash                  | (209,109   | ) | 212,347    |   | (206,689   | )
|Cash, beginning of year                      | 215,294    |   | 2,947      |   | 209,636    |  
|Cash, end of year                            | 6,185      |   | 215,294    |   | 2,947      |  
|                                            
|Non-Cash Financing and Investing Activities: |            |   |            |   |            |  
|Shares issued for mineral properties         | -          |   | -          |   | 16,000     |  

The accompanying notes are an integral part of these consolidated financial statements.

---

TERYL RESOURCES CORP.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(Stated in Canadian Dollars)

|                                                         |               |            |   |               |        |             |               |   |            |   |            |  
|-------------------------------------------------------- | ------------- | ---------- | - | ------------- | ------ | ----------- | ------------- | - | ---------- | - | ---------- | -
|                                                         | Share Capital |            |   |               |        | Accumulated |               |   |            |   |           
|                                                         |               |            |   | Share         |        |             | Other         |   |            |   |            |  
|                                                         |               |            |   | Subscriptions |        | Contributed | Comprehensive |   |            |   |            |  
|                                                         | Number        | Amount     |   | Received      |        | Surplus     | Loss          |   | Deficit    |   | Total      |  
|                                                         |               | $          |   | $             |        | $           | $             |   | $          |   | $          |  
|                                                        
|Balance, May 31,2006                                     | 39,468,188    | 10,624,107 |   | 69,972        |        | 169,401     | -             |   | (7,467,455 | ) | 3,396,025  |  
|Shares issued for cashupon:                              |               |            |   |               |        |             |               |   |            |   |            |  
|Exercise ofwarrants                                      | 100,000       | 20,000     |   | -             |        | -           | -             |   | -          |   | 20,000     |  
|Private placements                                       | 1,194,340     | 179,151    |   | -             |        | -           | -             |   | -          |   | 179,151    |  
|Shares issued formineral properties                      | 100,000       | 16,000     |   | -             |        | -           | -             |   | -          |   | 16,000     |  
|Stock-basedcompensation                                  | -             | -          |   | -             |        | 116,353     | -             |   | -          |   | 116,353    |  
|Foreign exchangeadjustments on subscriptions received    | -             | -          |   | 28            |        | -           | -             |   | -          |   | 28         |  
|Net loss for the year                                    | -             | -          |   | -             |        | -           | -             |   | (465,540   | ) | (465,540   | )
|                                                        
|Balance, May 31,2007                                     | 40,862,528    | 10,839,258 |   | 70,000        |        | 285,754     | -             |   | (7,932,995 | ) | 3,262,017  |  
|Revaluation ofinvestments to marketvalue at June 1, 2007 | -             | -          |   | -             |        | -           | (1,169        | ) | -          |   | (1,169     | )
|Unrealized losses onavailable-for-saleinvestments        | -             | -          |   | -             |        | -           | (649          | ) | -          |   | (649       | )
|Subscriptions refunded                                   | -             | -          |   | (70,000       | )      | -           | -             |   | -          |   | (70,000    | )
|Shares issued for cashupon:                              |               |            |   |               |        |             |               |   |            |   |            |  
|Exercise ofstock options                                 | 10,000        | 1,500      |   | -             |        | -           | -             |   | -          |   | 1,500      |  
|Privateplacements                                        | 8,715,000     | 1,307,250  |   | -             |        | -           | -             |   | -          |   | 1,307,250  |  
|Share issuance costs                                     | -             | (90,842    | ) | -             |        | -           | -             |   | -          |   | (90,842    | )
|Stock-basedcompensation                                  | -             | -          |   | -             |        | 21,311      | -             |   | -          |   | 21,311     |  
|Fair value of brokerswarrants granted                   |               |            |   |               |        |             |               |   |            |   |            |  
|-                                                        | (25,339       | )          | - |               | 25,339 | -           |               | - |            | - |           
|Net loss for the year                                    | -             | -          |   | -             |        | -           | -             |   | (1,142,796 | ) | (1,142,796 | )
|                                                        
|Balance, May 31,2008                                     | 49,587,528    | 12,031,827 |   | -             |        | 332,404     | (1,818        | ) | (9,075,791 | ) | 3,286,622  |  

The accompanying notes are an integral part of these consolidated financial statements.

---

TERYL RESOURCES CORP.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(Stated in Canadian Dollars)

|                                                  |               |            |       |               |             |               |   |            |   |           |  
|------------------------------------------------- | ------------- | ---------- | ----- | ------------- | ----------- | ------------- | - | ---------- | - | --------- | -
|                                                  |               |            |       |               |             | Accumulated   |   |            |   |           |  
|                                                  | Share Capital |            | Share |               | Other       |               |   |            |   |          
|                                                  |               |            |       | Subscriptions | Contributed | Comprehensive |   |            |   |           |  
|                                                  | Number        | Amount     |       | Received      | Surplus     | Loss          |   | Deficit    |   | Total     |  
|                                                  |               | $          |       | $             | $           | $             |   | $          |   | $         |  
|                                                 
|Balance, May 31,2008                              | 49,587,528    | 12,031,827 |       | -             | 332,404     | (1,818        | ) | (9,075,791 | ) | 3,286,622 |  
|Unrealized losses onavailable-for-saleinvestments | -             | -          |       | -             | -           | (1,339        | ) | -          |   | (1,339    | )
|Share subscriptions                               |               |            |       |               |             |               |   |            |   |           |  
|received                                          | -             | -          |       | 115,875       | -           | -             |   | -          |   | 115,875   |  
|Share issuance costs                              | -             | (1,594     | )     | -             | -           | -             |   | -          |   | (1,594    | )
|Stock-based                                       |               |            |       |               |             |               |   |            |   |           |  
|compensation                                      | -             | -          |       | -             | 12,474      | -             |   | -          |   | 12,474    |  
|Net loss for the year                             | -             | -          |       | -             | -           | -             |   | (454,573   | ) | (454,573  | )
|                                                 
|Balance, May 31,2009                              | 49,587,528    | 12,030,233 |       | 115,875       | 344,878     | (3,157        | ) | (9,530,364 | ) | 2,957,465 |  

The accompanying notes are an integral part of these consolidated financial statements.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                       
|-- | --------------------------------------
|1. | NATURE OF OPERATIONS AND GOING CONCERN

Teryl Resources Corp. (the Company) is a public company incorporated under the British Columbia Business Corporations Act on July 16, 1985. Its shares are listed on the TSX Venture Exchange (TSXV). The Company makes expenditures on acquiring mineral properties and carries out exploration work. It also acquires oil and gas property interests and participates in drilling wells.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. Several adverse conditions cast substantial doubt on the validity of this assumption. The Company continues to incur operating losses, has limited financial resources, limited sources of operating cash flow, and no assurances that sufficient funding, including adequate financing, will be available to conduct further exploration and development of its mineral property projects.

The Companys ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to complete its mineral projects by issuance of share capital or through joint ventures, and to realize future profitable production or proceeds from the disposition of its mineral interests. The Company has a working capital deficiency of $393,518 (2008  working capital of $77,837) and has incurred a loss of $454,573 in the year ended May 31, 2009 (2008 - $1,142,796; 2007 - $465,540). These consolidated financial statements do not include adjustments that would be necessary should it be determined that the Company may be unable to continue as a going concern.

If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary in the carrying values of assets, liabilities, reported income and expenses and the balance sheet classifications used. Such adjustments could be material.

|   |                                         
|-- | ----------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES

| |    |              
| | -- | -------------
| | a) | Consolidation

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries, Argon Investment Corporation (inactive) and Teryl, Inc. Teryl, Inc. was incorporated on November 17, 1988 in the state of Delaware and registered to do business in the USA, to hold and operate the Alaska mineral property interests, the Texas oil and gas well interests and the Arizona mineral property interests.

All inter-company transactions are eliminated upon consolidation.

| |    |          
| | -- | ---------
| | b) | Equipment

The Company records its office and automotive equipment at cost and depreciates them on the declining-balance basis over the estimated useful lives at the following rates:

| |                      |  |               | 
| | -------------------- |  | ------------- | 
| | Office equipment     |  | 20% per annum | 
| | Automotive equipment |  | 30% per annum | 

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |                                          
| | -- | -----------------------------------------
| | c) | Accounting for Oil and Gas Well Interests

The Company follows the successful efforts method of accounting for its oil and gas properties, and related equipment. Costs of exploratory wells are initially capitalized pending determination of proved reserves. Costs of wells which are assigned proved reserves remain capitalized, while costs of unsuccessful wells are charged to operations. All other exploration costs, including geological and geophysical costs, are charged to operations as incurred. Development costs, including the cost of all wells, are capitalized.

Producing properties and significant unproved properties are assessed annually, or as economic events dictate, for potential impairment. Impairment is assessed by comparing the estimated net undiscounted future cash flows to the carrying value of the asset. If required, the impairment recorded is the amount by which the carrying value of the asset exceeds its fair value.

Depreciation and depletion of capitalized costs of oil and gas producing properties are calculated using the straight-line method over 10 years, which is the estimated pay-out term.

On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income. On the sale of an entire interest in an unproved property for cash or cash equivalent, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained. In joint ventured oil and gas exploration and production activities, the accounts reflect only the Companys proportionate interest in such activities.

| |    |                                          
| | -- | -----------------------------------------
| | d) | Accounting for Mineral Property Interests

The Company capitalizes its acquisition costs of mineral properties (including finders fees) and the related exploration and development expenditures by claim groups, or its share of costs on joint ventures, which are to be amortized as follows:

| |  |  | i)   | If properties are sold outright  costs are written off entirely against proceeds.                                                                                                                                     
| |  |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | ii)  | If properties are sold under option-type agreement  on the basis of cash or shares received over the total undiscounted amount to be received under the agreement, exclusive of royalties or net profit participation.
| |  |  | iii) | If properties are brought into production - on the basis of units of production over the total estimated reserves recoverable.                                                                                         
| |  |  | iv)  | If properties are retained, but have no proven economic reserves and are not currently being explored or developed by the Company or joint venture partner  costs are written down to a nominal value.                
| |  |  | v)   | If properties are abandoned  costs are written off entirely.                                                                                                                                                          

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |                    
| | -- | -------------------
| | e) | Revenue Recognition

Revenue associated with the sales of oil and gas are recorded when title passes to the customer. Revenues from oil and gas production from properties in which the Company has an interest with other producers are recognized on the basis of the Companys net working interest.

| |    |                              
| | -- | -----------------------------
| | f) | Foreign Exchange Translations

The Companys functional currency is the Canadian dollar. Transactions recorded in United States dollars have been translated into Canadian dollars using the temporal method as follows:

| |  |  | i)   | Monetary items at the rate prevailing at the balance sheet date.   
| |  |  | ---- | -------------------------------------------------------------------
| |  |  | ii)  | Non-monetary items at the historical exchange rate.                
| |  |  | iii) | Revenue and expense at the average rates in effect during the year.

Gains or losses arising from translation are included in the consolidated statements of operations.

| |    |            
| | -- | -----------
| | g) | Investments

The Company reports investments in debt and marketable equity securities at fair value based on quoted market prices or, if quoted prices are not available, discounted expected cash flows using market rates commensurate with credit quality and maturity of the investment. All investment securities are designated as available-for-sale with unrealized gains and losses included in other comprehensive income (loss). All realized gains and losses are recognized in net income (loss) in the period of disposition.

| |    |                 
| | -- | ----------------
| | h) | Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires the Companys management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results may differ from those estimates.

| |    |             
| | -- | ------------
| | i) | Income Taxes

The Company uses the liability method of accounting for future income taxes, whereby future income tax assets and liabilities are computed based on the differences between the carrying amount of assets and liabilities on the balance sheet, and their corresponding tax values, using the currently enacted or substantially enacted, income tax rates expected to apply when these differences reverse. Future income tax assets also result from unused loss carry forwards and other deductions. The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by the use of a valuation allowance, which is recorded against any future income tax asset, if it is more likely that not that the asset will not be realized.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |               
| | -- | --------------
| | j) | Loss Per Share

Basic loss per share amount is computed using the weighted average number of common shares outstanding during the year. The Company calculates diluted loss per share using the treasury stock method. Under the treasury stock method, only instruments with exercise amounts less than the market prices impact the diluted calculations. In computing diluted loss per share, no shares were added to the weighted average number of common shares outstanding during the years ended May 31, 2009, 2008 and 2007 for the dilutive effect of employee stock options and warrants, as they were all anti-dilutive. No adjustments were required to the reported loss from operations in computing diluted per share amounts.

| |    |                         
| | -- | ------------------------
| | k) | Stock Based Compensation

The Company follows the recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook (HB) Section 3870  Stock Based Compensation and Other Stock Based Payments to account for stock based transactions with officers, directors and outside consultants. Accordingly, the fair value of stock options is charged to operations, with an offsetting credit to contributed surplus. The fair value of stock options, which vest immediately, is recognized at the date of grant; the fair value of options, which vest in the future, is recognized on a straight-line basis over the vesting period. Stock options granted to outside consultants that vest over time are valued at the grant date and subsequently re-valued each vesting date. Any consideration received on exercise of stock options, together with the related portion of contributed surplus, is credited to share capital.

| |    |                       
| | -- | ----------------------
| | l) | Fair Value of Warrants

Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value using the residual method to determine the fair value of warrants issued. Warrants issued to brokers are evaluated by using the Black- Scholes model.

| |    |                 
| | -- | ----------------
| | m) | Asset Impairment

On an annual basis and when impairment indicators arise, the Company evaluates the future recoverability of its long-lived assets. Impairment losses or write downs are recorded in the event the net book value of such assets exceeds the estimated indicated future cash flow attributable to such assets.

| |    |                             
| | -- | ----------------------------
| | n) | Asset Retirement Obligations

The Company follows the recommendations in CICA Handbook Section 3110  Asset Retirement Obligations whereby the legal obligations associated with the retirement of tangible long-lived assets are recorded as liabilities. The liabilities are calculated using the net present value of the cash flows required to settle the obligation. A corresponding amount is capitalized to the related asset. Asset retirement costs are charged to earnings in a manner consistent with the depreciation, depletion and amortization of the underlying asset. The liabilities are subject to accretion over time for changes in the fair value of the liability through charges to accretion, which is included in cost of sales and operating expenses. As at May 31, 2009 and 2008, the Company did not have any asset retirement obligations.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |                           
| | -- | --------------------------
| | o) | Variable Interest Entities

The CICA issued Accounting Guideline 15, Consolidation of Variable Interest Entities, to provide accounting guidance related to variable interest entities (VIE). A VIE exists when the entitys equity investment is at risk. When a VIE is determined to exist, the guidance requires the VIE to be consolidated by the primary beneficiary. The Company has determined that it does not have a primary beneficiary interest in VIE.

| |    |                    
| | -- | -------------------
| | p) | Comparative Figures

Certain comparative figures have been reclassified to conform to the current years presentation.

| |    |                                        
| | -- | ---------------------------------------
| | q) | Changes in Canadian Accounting Policies

Accounting policies implemented effective June 1, 2008

On June 1, 2008, the Company adopted CICA Handbook Section 3862, Financial Instruments  Disclosures (Section 3862) and Section 3863, Financial Instruments  Presentation (Section 3863). Section 3862 requires disclosure of detail by financial asset and liability categories. Section 3863 establishes standards for presentation of financial instruments and non-financial derivatives. Section 3863 deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. See Note 3 for additional details.

On June 1, 2008, the Company adopted CICA Handbook Section 1535, Capital Disclosures. This section establishes standards for disclosing information about an entitys objectives, policies, and processes for managing capital. See Note 15 for additional details.

On June 1, 2008, the Company adopted CICA Handbook Section 3031, Inventories, which provides more guidance on the measurement and disclosure requirements for inventories. Specifically, the new pronouncement requires inventories to be measured at the lower of cost and net realizable value, and provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. The new section had no material change to the Companys financial position or results of operation.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |                                                    
| | -- | ---------------------------------------------------
| | q) | Changes in Canadian Accounting Policies (Continued)

Accounting policies to be implemented effective June 1, 2009

In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets, which replaces CICA HB Section 3062, Goodwill and Intangible Assets, and CICA HB Section 3450, Research and Development Costs; and amendments to Accounting Guideline (AcG) 11, Enterprises in the Development Stage, EIC-27, Revenues and Expenditures during the Pre-operating Period, and CICA HB Section 1000, Financial Statement Concepts. The standard intends to reduce the differences with International Financial Reporting Standards (IFRS) in the accounting for intangible assets and results in closer alignment with U.S. GAAP. Under current Canadian standards, more items are recognized as assets than under IFRS or U.S. GAAP. The objectives of Section 3064 are to reinforce the principle-based approach to the recognition of assets only in accordance with the definition of an asset and the criteria for asset recognition; and clarify the application of the concept of matching revenues and expenses such that the current practice of recognizing assets that do not meet the definition and recognition criteria are eliminated. The standard will also provide guidance for the recognition of internally developed intangible assets (including research and development activities), ensuring consistent treatment of all intangible assets, whether separately acquired or internally developed.

The new section will be applicable to the Companys financial statements for its fiscal year beginning June 1, 2009. The Company is currently evaluating the impact of the adoption of this new section on its consolidated financial statements.

Accounting policies not yet adopted

In October 2008, the CICA issued Handbook Section 1582, Business Combinations, which establishes new standards of accounting for business combinations. This is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. The Company is considering early adoption to coincide with the adoption of IFRS. This adoption is not expected to have an impact on the Companys financial position, earnings or cash flows.

In October 2008, the CICA issued Handbook Section 1601, Consolidated Financial Statements, and Section 1602, Non-controlling Interests, to provide guidance on the preparation of consolidated financial statements and accounting for non-controlling interests subsequent to a business combination. The section is effective for fiscal years beginning on or after January 2011. This adoption is not expected to have an impact on the Companys financial position, earnings or cash flows.

In January 2009, the CICA approved EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. This guidance clarified that an entitys own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. The Company has evaluated the new section and determined that adoption of these new requirements will have no impact on the Companys consolidated financial statements.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                                    
|-- | ---------------------------------------------------
|2. | SIGNIFICANT CANADIAN ACCOUNTING POLICIES(Continued)

| |    |                                                    
| | -- | ---------------------------------------------------
| | q) | Changes in Canadian Accounting Policies (Continued)

International Financial Reporting Standards

In February 2008, the Accounting Standards Board announced that publicly accountable entities will be required to prepare financial statements in accordance with IFRS for interim and annual financial statements for fiscal years beginning on or after January 1, 2011. The Company is assessing the impact of the conversion from GAAP to IFRS on the financial statements and will develop a conversion implementation plan.

|   |                      
|-- | ---------------------
|3. | FINANCIAL INSTRUMENTS

Financial instruments carrying value and fair value

The Companys financial instruments consist of cash, receivables, investments, advances to and from related parties, and accounts payable and accrued liabilities.

Cash is designated as held-for-trading and measured at fair value. Receivables are designated as loans and receivables. Investments are designated as available-for-sale. Accounts payable and accrued liabilities are designated as other financial liabilities.

The carrying value of cash, receivables, 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.

Foreign exchange risk

The Company is primarily exposed to currency fluctuations relative to the Canadian dollar through expenditures that are denominated in US dollars. Also, the Company is exposed to the impact of currency fluctuations on its monetary assets and liabilities.

The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations in exchange rates will, consequently, have an impact upon the reported operations of the Company and may affect the value of the Companys assets and liabilities.

The Company currently does not enter into financial instruments to manage foreign exchange risk.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                 
|-- | --------------------------------
|3. | FINANCIAL INSTRUMENTS(Continued)

Foreign exchange risk(Continued)

The Company is exposed to foreign currency risk through the following financial assets and liabilities denominated in currencies other than Canadian dollars:

Accountspayable andaccruedMay 31, 2009
      
      Cash
      
      
      liabilitiesUS dollars
      $
      1,210
      
      $
      106,319Accountspayable andaccruedMay 31, 2008
      
      Cash
      
      
      liabilitiesUS dollars
      $
      (74,472
      )
      $
      18,990


At May 31, 2009, with other variables unchanged, a +/-10% change in exchange rates would increase/decrease pre-tax loss by +/- $11,745.

Interest rate risk

The Company is not exposed to significant interest rate risk.

Market risk

The Company is exposed to market risk arising from its investments in and holdings of marketable equity securities. Marketable securities are classified as available-for-sale. The Company intends to liquidate the marketable securities when market conditions are conducive to a sale of these securities. At May 31, 2009, with other variables unchanged, a +/- 10% change in equity prices would increase/decrease pre-tax loss by +/- $87.

Credit risk

The Company is exposed to credit risk in the amount of its receivables.

Liquidity risk

The Company has no recent history of profitable operations and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and the lack of revenues. The Company has no investments in asset backed commercial paper.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                 
|-- | --------------------------------
|3. | FINANCIAL INSTRUMENTS(Continued)

Liquidity risk(Continued)

In order to finance the Companys exploration programs and to cover administrative and overhead expenses, the Company raises money through equity sales, from the exercise of convertible securities, and from the sale of investments. There can be no such assurance that it will be able to obtain adequate financing in the future or that the terms of any financing will be favourable. Many factors influence the Companys ability to raise funds, including the state of the resource market and commodities prices, the climate for mineral exploration, the Companys track record, and the experience and calibre of its management.

|   |            
|-- | -----------
|4. | INVESTMENTS

At May 31, 2009 and 2008, the Company owned 15,880 common shares of Linux Gold Corp., a company with directors in common.

The Company classifies its investments as available-for-sale, with revaluation gains and losses recognized in accumulated other comprehensive income (loss) and other-than-temporary losses recognized in net income (loss). As of May 31, 2009, investments were measured at a fair value of $867 (2008 - $2,208) and resulted in an unrealized loss of $1,339 during the year ended May 31, 2009 (2008  $649).

|   |          
|-- | ---------
|5. | EQUIPMENT

| |                                  |         |   |         |  
| | -------------------------------- | ------- | - | ------- | -
| |                                  | May 31  |   | May 31  |  
| |                                  | 2009    |   | 2008    |  
| |                                  | $       |   | $       |  
| | Furniture and fixtures  at cost | 27,010  |   | 27,010  |  
| | Less: Accumulated amortization   | (19,367 | ) | (17,456 | )
| |                                  | 7,643   |   | 9,554   |  
| |                                 
| | Automotive equipment  at cost   | 15,531  |   | 15,531  |  
| | Less: Accumulated amortization   | (12,921 | ) | (11,802 | )
| |                                  | 2,610   |   | 3,729   |  
| |                                 
| |                                  | 10,253  |   | 13,283  |  

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                           
|-- | --------------------------
|6. | OIL AND GAS WELL INTERESTS

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

The Company entered into agreements with IAS Energy, Inc., a company with common directors, to purchase 40% interests (subject to 40% net revenue interests to others) on May 18, 2006, in the Ken Lee #1 natural gas well for $103,045 ($92,500 US), on June 8, 2006, in the Elvis Farris #2 natural gas well for $104,461 ($92,500 US) and on July 31, 2006, in the Clarence Bright #1 natural gas well for $104,673 ($92,500 US). All three wells are located in Knox and Laurel Counties, Kentucky. The three wells commenced production late in 2006. During the May 31, 2008 year end, the Company wrote off the carrying costs of the wells to $Nil, since the wells have no proven economic reserves.

|   |                           
|-- | --------------------------
|7. | MINERAL PROPERTY INTERESTS

| |                            |         |           |         |        
| | -------------------------- | ------- | --------- | ------- | -------
| |                            | Balance |           |         | Balance
| |                            | May 31  |           | Write-  | May 31 
| |                            | 2008    | Additions | Offs    | 2009   
| |                            | $       | $         | $       | $      
| |                           
| | Property acquisition costs |         |           |         |        
| | Silverknife                | 1       | -         | -       | 1      
| | Fish Creek                 | 49,538  | -         | -       | 49,538 
| | West Ridge                 | 116,189 | -         | -       | 116,189
| | Gil Venture                | 31,127  | -         | -       | 31,127 
| |                           
| |                            | 196,855 | -         | -       | 196,855
| |                            |         |           |         |        
| |                            | Balance |           |         | Balance
| |                            | May 31  |           | Write-  | May 31 
| |                            | 2007    | Additions | Offs    | 2008   
| |                            | $       | $         | $       | $      
| |                           
| | Property acquisition costs |         |           |         |        
| | Silverknife                | 1       | -         | -       | 1      
| | Fish Creek                 | 49,538  | -         | -       | 49,538 
| | Gold Hill                  | 34,231  | 26,474    | (60,705 | -      
| | West Ridge                 | 116,189 | -         | -       | 116,189
| | Gil Venture                | 31,127  | -         | -       | 31,127 
| |                           
| |                            | 231,086 | 26,474    | (60,705 | 196,855

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                      
|-- | -------------------------------------
|7. | MINERAL PROPERTY INTERESTS(Continued)

Silverknife, Laird, BC, Canada

Pursuant to agreements between Reg Technologies Inc. (Reg), SMR Investments Ltd. (SMR), Rapitan Resources Inc. (Rapitan), and Chevron Minerals Ltd. (Chevron), the Company acquired a 30% working interest in the Silver-knife mineral claims, situated in the Liard Mining Division in the Province of British Columbia, subject to a 10% Net Profit Royalty to Rapitan and a 1% Net Smelter Returns to SMR. The Company has written down their acquisition costs to $1 and has written off their exploration and development expenditures entirely, since the claims are not currently being explored and have no proven economic reserves.

Fish Creek, Fairbanks, Alaska, USA

The Company and Linux Gold Corp. (Linux) entered into an agreement on March 5, 2002, whereby the Company may earn up to a 50% interest in the Fish Creek mineral claims, located in the Fairbanks district of Alaska, USA, by expending $500,000 US within three years and issuing 200,000 common shares (issued on December 16, 2002 at $0.08 per share). An additional 100,000 shares were issued on February 14, 2007 at $0.16 per share in payment of an extension of the expenditure date to March 5, 2007, which was further extended to March 5, 2010. Linux will have a 5% Net Royalty Interest until the Company pays $2,000,000 US.

Gold Hill, Cochise County, Arizona, USA

On June 10, 2006, the Company and Frederic & John Rothermel (the Vendors) entered into an agreement whereby the Company purchased a 100% interest in the Gold Hill Patented Claim Group (7 claims) located in the Warren Mining District, Cochise County, Arizona, USA, that are subject to a 10% Net Profit Royalty to the Vendors, for the following considerations:

- $5,655 ($5,000 US) for a 90 day option and $11,268 ($10,000 US) to complete a due diligence within 90 days (paid),
- $38,244 ($36,000 US) paid during 2008 and 2007 to the Vendors, with $6,000 US to be made each quarter (all required quarterly payments have been made),
- complete a $50,000 US first phase exploration program conducted by the Vendors,
- $250,000 US per year upon commencement of production.

A further 28 claims were staked in the Companys name for a cost of $5,538 ($5,214 US). The Company elected to terminate its agreement with the Vendors on May 31, 2008 as to the original 7 patent claims and to abandon the other 28 claims; accordingly, $60,705 in property costs and $213,184 in exploration costs were written off at May 31, 2008. Additional exploration expenditures of $13,570 were written off during the year.

West Ridge, Dome Creek, Alaska, USA

Pursuant to various agreements, the Company earned a 100% interest in the West Ridge mineral properties (approximately 5,200 acres) located in the Dome Creek area of the Fairbanks District of Alaska, USA. The Company has been conducting an exploration program over the past few years.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                      
|-- | -------------------------------------
|7. | MINERAL PROPERTY INTERESTS(Continued)

Gil Venture, Dome Creek, Alaska, USA

Pursuant to various agreements, the Company acquired a 50% interest in 237 claims located in the Gilmore Dome area of Fairbanks District of Alaska. On May 31, 1991, the Company, NERCO Exploration Company and Fort Knox Venture entered into an agreement, which granted the Company a 20% participating interest in the claims. Under the agreement, Fort Knox Venture paid the Company cash and funded approved programs, earning them an 80% participating interest in the property, with the Company retaining a 20% participating interest. Fort Knox Venture, through its operator Fairbanks Gold Mining, Inc., was doing exploration work on this property. No expenditures were made in 2007. An exploration program was completed in late 2008.

Deferred Exploration Expenditures

| |                                                        |           |   |           |  
| | ------------------------------------------------------ | --------- | - | --------- | -
| |                                                        | May 31    |   | May 31    |  
| |                                                        | 2009      |   | 2008      |  
| |                                                        | $         |   | $         |  
| | Fish Creek Claims                                      |           |   |           |  
| | Geophysical survey                                     | -         |   | 1,876     |  
| | Insurance, lease, property tax and assays              | -         |   | 316       |  
| |                                                        | -         |   | 2,192     |  
| | Gil Venture Claims                                     |           |   |           |  
| | Drilling                                               | 120,241   |   | -         |  
| |                                                        | 120,241   |   | -         |  
| |                                                       
| | Gold Hill Claims                                       |           |   |           |  
| | Assays and reports                                     | -         |   | 16,714    |  
| | Drilling and roads                                     | -         |   | 175,569   |  
| | Travel, maps and rent                                  | 15,857    |   | 1,950     |  
| |                                                        | 15,857    |   | 194,233   |  
| | West Ridge Claims                                      |           |   |           |  
| | Geophysical survey                                     | -         |   | 8,932     |  
| | Rent assessment                                        | -         |   | 6,152     |  
| |                                                        | -         |   | 15,084    |  
| | Exploration expenditures for the year                  | 136,098   |   | 211,509   |  
| | Exploration expenditures invoiced or written off       |           |   |           |  
| | Invoiced to joint venture partner                      | -         |   | (65,830   | )
| | Written off  terminated, abandoned or inactive claims | (15,857   | ) | (213,184  | )
| |                                                        | 120,241   |   | (67,505   | )
| | Exploration expenditures  beginning of year           | 2,932,238 |   | 2,999,743 |  
| | Exploration expenditures  end of year                 | 3,052,479 |   | 2,932,238 |  

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                                  
|-- | ---------------------------------
|8. | ADVANCES TO/ FROM RELATED PARTIES

Amounts due to/ from related parties are unsecured, non-interest bearing and have no fixed terms of repayment. Unless otherwise indicated, the following table represents companies controlled by the President and CEO of the Company or companies where he is the President and CEO.

Advances to related parties:

| |                                      |         |       
| | ------------------------------------ | ------- | ------
| |                                      | May 31  | May 31
| |                                      | 2009    | 2008  
| |                                      | $       | $     
| |                                     
| | International Diamond Syndicate Ltd. | 1       | 1     
| | IAS Energy, Inc.                     | 29,821  | -     
| | Linux Gold, Inc.                     | 46,649  | 60,915
| | Reg Technologies Inc.                | 14,058  | 3,285 
| |                                      | 90,529  | 64,201
| |                                     
| | Advances from related parties:       |         |       
| |                                      | May 31  | May 31
| |                                      | 2009    | 2008  
| |                                      | $       | $     
| |                                     
| | IAS Energy, Inc.                     | -       | 1,317 
| | Information-Highway.com, Inc.        | 28,146  | 24,146
| | JGR Petroleum, Inc.                  | 24,456  | 24,456
| | John Robertson                       | 19,308  | 17,609
| | KLR Petroleum                        | 23,534  | -     
| | Rainbow Networks Inc.                | 23,531  | 23,227
| | REGI US, Inc.                        | 12,405  | 428   
| | SMR Investments Ltd.                 | -       | 887   
| |                                      | 131,380 | 92,070

|   |              
|-- | -------------
|9. | SHARE CAPITAL

Authorized share capital consists of:100,000,000 voting common shares with no par value
    5,000,000 non-voting preferred shares with $1 par value

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

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                         
|-- | ------------------------
|9. | SHARE CAPITAL(Continued)

On August 30, 2007, the Company issued 2,715,000 units of capital stock pursuant to a Private Placement with 36 placees at a price of $0.15 per unit. Each unit consists of one share and one share purchase warrant exercisable for $0.20 per share in the first year and $0.25 per share in the second year.

On February 14, 2008, an employee exercised stock options for 10,000 shares at a price of $0.15 per share.

On February 22, 2008, the Company issued 6,000,000 units of capital stock pursuant to a Private Placement with 77 placees at a price of $0.15 per unit. Each unit consists of one share and one share purchase warrant exercisable within one year for $0.20 per share. 238,400 brokers share purchase warrants were issued as commissions valued at $25,339, which has been recorded in contributed surplus on the balance sheet. The brokers warrants were valued using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.84%, dividend yield of nil, volatility of 99.05%, and expected life of 1 year.

Stock Options

The Company has a stock option plan to issue up to 10% of the issued common shares to certain directors and employees. All options granted under the plan vest immediately upon grant, but are subject to the following exercise conditions:

i) Up to 25% of the options may be exercised at any time during the term of the option; such initial exercise isreferred to as the First Exercise;ii) The second 25% of the options may be exercised at any time after 90 days from the date of the First Exercise; suchsecond exercise is referred to as the Second Exercise;iii) The third 25% of the options may be exercised at any time after 90 days from the date of the Second Exercise; suchthird exercise is referred to as the Third Exercise; andiv) The fourth and final 25% of the options may be exercised at any time after 90 days from the date of the ThirdExercise.

On November 7, 2007, an employee was granted stock options to purchase up to 25,000 common shares at a price of $0.22 per share for five years.

On January 25, 2008, the Company entered into an investor relations agreement with KCrew Communications Inc. (KCrew) for three months at $8,500 per month. The Company granted KCrew stock options to purchase up to 300,000 common shares at a price of $0.15, which expired May 25, 2008.

On March 4, 2008, a consultants stock options for 75,000 common shares at a price of $0.40 expired unexercised, and were replaced on March 10, 2008 with stock options for 75,000 common shares at a price of $0.21, expiring March 10, 2013.

On April 22, 2009, a director was granted stock options to purchase up to 50,000 common shares at a price of $0.10 per share for five years.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                         
|-- | ------------------------
|9. | SHARE CAPITAL(Continued)

Stock Options(Continued)

The following is a summary of the Companys stock option activities during the years ended May 31, 2009 and 2008:

| |                        |           |   |         
| | ---------------------- | --------- | - | --------
| |                        |           |   | Weighted
| |                        |           |   | Average 
| |                        | Number of |   | Exercise
| |                        | Options   |   | Price   
| |                        |           |   | $       
| |                       
| | Balance  May 31, 2007 | 2,487,500 |   | 0.21    
| | Granted                | 400,000   |   | 0.17    
| | Excercised             | (10,000   | ) | 0.15    
| | Expired                | (625,000  | ) | 0.23    
| |                       
| | Balance  May 31, 2008 | 2,252,500 |   | 0.20    
| | Granted                | 50,000    |   | 0.10    
| | Expired                | (477,500  | ) | 0.35    
| |                       
| | Balance  May 31, 2009 | 1,825,000 |   | 0.15    

The following share purchase options were outstanding at May 31, 2009:

| |                  |          |            |              |            
| | ---------------- | -------- | ---------- | ------------ | -----------
| |                  |          |            | Remaining    | Number of  
| |                  | Exercise | Number     | Contractual  | Options    
| | Expiry Date      | Price    | of Options | Life (years) | Exercisable
| |                  | $        |            |              |            
| |                 
| | November 2, 2011 | 0.18     | 25,000     | 2.42         | 6,250      
| | April 24, 2012   | 0.15     | 1,650,000  | 2.90         | 412,500    
| | November 7, 2012 | 0.22     | 25,000     | 3.44         | 6,250      
| | March 10, 2013   | 0.21     | 75,000     | 3.78         | 18,750     
| | April 23, 2014   | 0.10     | 50,000     | 4.90         | 12,500     
| |                  |          | 1,825,000  |              | 456,250    

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|   |                         
|-- | ------------------------
|9. | SHARE CAPITAL(Continued)

Warrants

The following is a summary of the Companys warrant activities during the years ended May 31, 2009 and 2008:

| |                        |            |   |         
| | ---------------------- | ---------- | - | --------
| |                        |            |   | Weighted
| |                        |            |   | Average 
| |                        | Number of  |   | Exercise
| |                        | Warrants   |   | Price   
| |                        |            |   | $       
| |                       
| | Balance  May 31, 2007 | 2,418,340  |   | 0.28    
| | Issued                 | 8,953,400  |   | 0.20    
| | Expired                | (2,418,340 | ) | 0.28    
| |                       
| | Balance  May 31, 2008 | 8,953,400  |   | 0.20    
| | Expired                | (6,238,400 | ) | 0.20    
| |                       
| | Balance  May 31, 2009 | 2,715,000  |   | 0.25    

The following share purchase warrants were outstanding at May 31, 2009:

| |                 |          |             |             
| | --------------- | -------- | ----------- | ------------
| |                 |          |             | Remaining   
| |                 | Exercise | Number      | Contractual 
| | Expiry Date     | Price    | of Warrants | Life (years)
| |                 | $        |             |             
| |                
| | August 30, 2009 | 0.25     | 2,715,000   | 0.25        

Subsequent to year-end, these warrants expired unexercised.

Stock-Based Compensation Expense

The fair value of each option granted is estimated on the grant date using the Black-Scholes option-pricing model assuming no dividend yield and the following weighted average assumptions for options granted:

| |                                          |         |            |           
| | ---------------------------------------- | ------- | ---------- | ----------
| |                                          | 2009    | 2008       | 2007      
| |                                         
| | Expected volatility                      | 117%    | 126%       | 130%      
| | Weighted average risk-free interest rate | 1.94%   | 2.47%      | 4.11%     
| | Expected life                            | 5 years | 1.50 years | 4.73 years

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |             
|--- | ------------
|10. | INCOME TAXES

Future income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys Canadian future tax assets as of May 31, 2009 and 2008 are as follows:

| |                                 |            |   |            |  
| | ------------------------------- | ---------- | - | ---------- | -
| |                                 | 2009       |   | 2008       |  
| |                                 | $          |   | $          |  
| |                                
| | Non-capital loss carry forwards | 923,000    |   | 818,000    |  
| | Equipment                       | 14,000     |   | 14,000     |  
| | Resource deductions             | 306,000    |   | 306,000    |  
| | Share issue costs               | 14,000     |   | 20,000     |  
| |                                 | 1,257,000  |   | 1,158,000  |  
| | Valuation allowance             | (1,257,000 | ) | (1,158,000 | )
| |                                
| | Future income tax assets        | -          |   | -          |  

A reconciliation of the combined Canadian federal and provincial income taxes at statutory rates and the Companys effective income tax expense is as follows:

| |                                       |          |   |          |  
| | ------------------------------------- | -------- | - | -------- | -
| |                                       | 2009     |   | 2008     |  
| |                                       | $        |   | $        |  
| |                                      
| | Statutory tax rate                    | 30       | % | 33       | %
| |                                      
| | Income tax recovery at statutory rate | (138,000 | ) | (291,000 | )
| | Permanent differences and other       | 48,000   |   | 8,000    |  
| | Effect of change in tax rate          | 61,000   |   | 38,000   |  
| | Tax benefits not recognized           | 29,000   |   | 245,000  |  
| |                                      
| |                                       | -        |   | -        |  

The Company has Canadian non-capital losses of approximately $3,690,000 (2008 - $3,145,000), which expire over the years 2010 to 2029. The Company also has cumulative exploration expenses in the amount of $1,385,000 (2008 -$1,338,000) in Canada, which can be carried forward indefinitely.

|        |                           
|------- | --------------------------
|**11.** | RELATED PARTY TRANSACTIONS

Related party 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. Related party transactions not disclosed elsewhere in these financial statements are as follows:

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|        |                                      
|------- | -------------------------------------
|**11.** | RELATED PARTY TRANSACTIONS(Continued)

SMR Investments Ltd. (SMR) is a private company controlled by an officer of the Company. Under a management contract with SMR, the Company agreed to pay up to $2,500 per month for management services. The Company was charged management fees by SMR of $30,000 during the year ended May 31, 2009 (2008 - $30,000; 2007 - $30,000). As of May 31, 2009, $77,883 (May 31, 2008 - $42,258) was payable to SMR by the Company, and the amount was included in accounts payable and accrued liabilities.

During the year ended May 31, 2009, directors fees of $16,500 (2008 - $15,500; 2007 - $12,000) were paid to the President of the Company. Administration consulting fees of $20,400 (2008 - $13,500; 2007 - $24,000) were paid to a director of the Company. Secretarial and consulting fees of $11,400 (2008 - $5,700; 2007 - $15,000) were paid to a director of the Company.

During the year ended May 31, 2009, fees of $9,409 (2008 - $6,508; 2007 - $9,396) were paid to KLR Petroleum Ltd. (which is controlled by an officer of the Company) for administration of the Company payroll and benefit plan.

Office rent of $15,471 (2008 - $12,872; 2007 - $15,018) was paid to Linux Gold, Inc. for the year ended May 31, 2009.

|    |                                            
|--- | -------------------------------------------
|12. | TERYL, INC. TRASACTIONS(100% US Subsidiary)

In 1998, Teryl, Inc. offered a private placement for up to 1,000,000 shares at a price of $0.23 ($0.15 US) and subscriptions of $146,044 ($96,750 US) were received by November 19, 1999. Since the offering was not fully subscribed, the Companies negotiated with the subscribers to replace the Teryl, Inc. shares with Teryl Resources Corp. shares. On October 17, 2006, the authorized capital for Teryl, Inc. was reduced to 10,000 common shares, which resulted in a rollback to 1 common share for each 10,000 outstanding. On August 29, 2007, the final six subscribers agreed to a settlement of $70,000 ($50,250 US).

|    |                      
|--- | ---------------------
|13. | SEGMENTED INFORMATION

The Companys business consists of mineral properties and oil and gas property interests. Details on a geographic basis are as follows:

| |                                   |         |           |          
| | --------------------------------- | ------- | --------- | ---------
| |                                   |         | United    |          
| |                                   | Canada  | States    | Total    
| | May 31, 2009                      | $       | $         | $        
| | Total assets                      | 124,638 | 3,250,347 | 3,374,985
| | Acquisition and exploration costs | 1       | 3,249,333 | 3,249,334
| | Net loss                          | 447,653 | 6,920     | 454,573  

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                 
|--- | --------------------------------
|13. | SEGMENTED INFORMATION(Continued)

| |                                   |         |           |          
| | --------------------------------- | ------- | --------- | ---------
| |                                   |         | United    |          
| |                                   | Canada  | States    | Total    
| | May 31, 2008                      | $       | $         | $        
| | Total assets                      | 352,894 | 3,133,162 | 3,486,056
| | Acquisition and exploration costs | 1       | 3,129,092 | 3,129,093
| | Net loss                          | 880,045 | 262,751   | 1,142,796

|        |                   
|------- | ------------------
|**14.** | CAPITAL MANAGEMENT

The capital of the Company consists of the items included in shareholders equity. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the Companys assets.

The Companys objectives of capital management are intended to safeguard the entitys ability to continue the Companys development and exploration of its mineral properties and support any expansionary plans.

To effectively manage the entitys capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its development and exploration objectives.

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). Material variations in the accounting measurement principles, practices and methods used in preparing these consolidated financial statements from measurement principles, practices and methods accepted in the United States (US GAAP) are described and quantified below.

| |    |                           
| | -- | --------------------------
| | a) | Oil and Gas Well Interests

Under Canadian and US GAAP, oil and gas well interests are carried at cost according to the successful efforts method of accounting and written down if the value is impaired. Depreciation and depletion of capitalized costs of oil and gas producing properties are calculated using the straight-line method over 10 years, which is the estimated pay-out term. The Company has determined that there were no material differences in the measurement and presentation of oil and gas well interests between Canadian GAAP and US GAAP as at May 31, 2009, 2008 and 2007.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

| |    |                                                  
| | -- | -------------------------------------------------
| | b) | Mineral Properties and Deferred Exploration Costs

Under Canadian GAAP, mineral property interests and deferred exploration costs, including acquisition and exploration costs, are carried at cost and written down if the properties are abandoned, sold or if management determines there to be an impairment in value. Under United States GAAP, mineral property interests are carried at cost and deferred exploration costs are expensed as incurred.

| |    |                             
| | -- | ----------------------------
| | c) | Asset Retirement Obligations

Under US GAAP, Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (SFAS 143) requires companies to record the fair value of the liability for closure and removal costs associated with legal obligations upon the retirement or removal of any tangible long-lived assets effective June 1, 2003. Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and amortized over its estimated useful life. For Canadian GAAP purposes, effective June 1, 2004, the Company adopted the provisions of CICA HB Section 3110, Asset Retirement Obligations, which are substantially similar to those of SFAS 143. The Company has determined that there were no material differences in the measurement and presentation of asset retirement obligations between Canadian GAAP and US GAAP as at May 31, 2009, 2008 and 2007.

| |    |                         
| | -- | ------------------------
| | d) | Stock-Based Compensation

Under US GAAP, Statement of Financial Accounting Standard 123(R), Share-Based Payments, requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options. In March 2005, the Securities and Exchange Commission issued SAB 107 relating to SFAS 123(R). The Company applied the provisions of SAB 107 in its adoption of SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method of determining fair value. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statements of operations over the requisite service period.

The Company has a stock-based compensation plan which is described in Note 9. The Company accounts for stock-based compensation, including stock options and warrants, using the fair value based method, as prescribed by CICA HB 3870 Stock-based Compensation and Other Stock-Based Payments, to account for stock based transactions with officers, directors and consultants. Under this method, the fair value of the stock options and warrants at the date of grant is amortized over the vesting period, with an offsetting credit recorded as an increase in contributed surplus. If the stock options or warrants are exercised, the proceeds are credited to share capital and the fair value at the date of the grant is reclassified from contributed surplus to share capital. Accordingly, there were no material differences between Canadian GAAP and US GAAP for the years ended May 31, 2009, 2008 and 2007.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

| |    |                                      
| | -- | -------------------------------------
| | e) | Marketable Securities and Investments

Under Canadian GAAP, for the year ended May 31, 2007, short-term marketable securities are carried at the lower of aggregate cost or current market value, with any unrealized loss included in the consolidated statements of operations. Long-term investments are carried on the cost or equity basis and are only written down when there is evidence of a decline in value that is other than temporary. Under Canadian GAAP, for the years ended May 31, 2009 and 2008, the Company adopted the provisions of CICA HB Section 3855, Financial Instruments Recognition and Measurement, and CICA HB Section 1530, Comprehensive Income, which are similar to the requirements of US GAAP.

Under US GAAP, Statement of Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115) requires that certain equity investments must be classified into available-for-sale securities and carried at fair market value. Any unrealized holding gains or losses are reported as a separate component of shareholders equity until realized for available-for-sale securities, and included in earnings for trading securities. Under Canadian GAAP, as described in Note 2(g), and under US GAAP, the Companys investments are classified as available-for-sale securities.

| |    |                                 
| | -- | --------------------------------
| | f) | Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS No. 167 is intended to establish general standards of financial reporting for companies with variable interest entities. It requires timely and useful disclosure of information related to the Companys involvement with variable interest entities. This disclosure should alert all users to the effects on specific provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, related to the changes to the special-purpose entity proposal in FASB Statement No. 166, Accounting for Transfers of Financial Assets, and the treatment of specific provisions of Interpretation 46(R). SFAS No. 167 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. The Company has determined that the adoption of SFAS No. 167 will have no impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assetsan amendment of FASB Statement (SFAS 166). SFAS No. 166 is intended to establish standards of financial reporting for the transfer of assets and transferred assets to improve the relevance, representational faithfulness, and comparability. SFAS 166 was established to clarify derecognition of assets under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 166 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. The Company has determined that the adoption of SFAS No. 166 will have no impact on its consolidated financial statements.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    FOR THE YEARS ENDED MAY 31, 2009 AND 2008 
    (Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

| |    |                                             
| | -- | --------------------------------------------
| | f) | Recent Accounting Pronouncements (Continued)

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS No. 165). SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that datethat is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS No. 165 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. The Company is evaluating the impact that the adoption of SFAS No. 165 will have on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Companys consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of this statement is not expected to have a material effect on the Companys consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Companys consolidated financial statements.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

| |    |                                             
| | -- | --------------------------------------------
| | f) | Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. This statement replaces SFAS No. 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements Liabilities  an Amendment of ARB No. 51. This statement amends ARB No. 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.

On December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, (SAB 110). SAB 110 provides guidance to issuers on the method allowed in developing estimates of expected term of plain vanilla share options in accordance with SFAS No. 123R, Share-Based Payments. The staff will continue to accept, under certain circumstances, the use of a simplified method beyond December 31, 2007 which amends question 6 of Section D.2 as included in SAB 107, Valuation of Share-Based Payment Arrangements for Public Companies, which stated that the simplified method could not be used beyond December 31, 2007. SAB 110 is effective April 1, 2008. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

The impact of the differences between Canadian GAAP and US GAAP on the consolidated balance sheets would be as follows:

| |                                                |           |  |             |   |         |  
| | ---------------------------------------------- | --------- |  | ----------- | - | ------- | -
| |                                                | 2009     
| |                                                | Balance   |  |             |   | Balance |  
| |                                                | Canadian  |  |             |   | US      |  
| |                                                | GAAP      |  | Adjustments |   | GAAP    |  
| |                                                | $         |  | $           |   | $       |  
| |                                               
| | Current assets                                 | 24,002    |  | -           |   | 24,002  |  
| | Advances to related parties                    | 90,529    |  | -           |   | 90,529  |  
| | Investments (Note 13(e))                       | 867       |  | -           |   | 867     |  
| | Equipment                                      | 10,253    |  | -           |   | 10,253  |  
| | Mineral property interests (Note 13(b))        | 196,855   |  | -           |   | 196,855 |  
| | Deferred exploration expenditures (Note 13(b)) | 3,052,479 |  | (3,052,479  | ) | -       |  
| |                                               
| |                                                | 3,374,985 |  | (3,052,479  | ) | 322,506 |  
| |                                               
| | Current liabilities                            | 417,520   |  | -           |   | 417,520 |  
| | Shareholders equity                           | 2,957,465 |  | (3,052,479  | ) | (95,014 | )
| |                                               
| |                                                | 3,374,985 |  | (3,052,479  | ) | 322,506 |  

| |                                                |           |  |             |   |         | 
| | ---------------------------------------------- | --------- |  | ----------- | - | ------- | 
| |                                                | 2008     
| |                                                | Balance   |  |             |   | Balance | 
| |                                                | Canadian  |  |             |   | US      | 
| |                                                | GAAP      |  | Adjustments |   | GAAP    | 
| |                                                | $         |  | $           |   | $       | 
| |                                                |          
| | Current assets                                 | 277,271   |  | -           |   | 277,271 | 
| | Advances to related parties                    | 64,201    |  | -           |   | 64,201  | 
| | Investments (Note 13(e))                       | 2,208     |  | -           |   | 2,208   | 
| | Equipment                                      | 13,283    |  | -           |   | 13,283  | 
| | Mineral property interests (Note 13(b))        | 196,855   |  | -           |   | 196,855 | 
| | Deferred exploration expenditures (Note 13(b)) | 2,932,238 |  | (2,932,238  | ) | -       | 
| |                                                |          
| |                                                | 3,486,056 |  | (2,932,238  | ) | 553,818 | 
| |                                                |          
| | Current liabilities                            | 199,434   |  | -           |   | 199,434 | 
| | Shareholders equity                           | 3,286,622 |  | (2,932,238  | ) | 354,384 | 
| |                                                |          
| |                                                | 3,486,056 |  | (2,932,238  | ) | 553,818 | 

---

TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

The impact of the differences between Canadian GAAP and US GAAP on the consolidated statements of operations and comprehensive loss would be as follows:

| |                                                                        |            |   |            |   |            |  
| | ---------------------------------------------------------------------- | ---------- | - | ---------- | - | ---------- | -
| |                                                                        | 2009       |   | 2008       |   | 2007       |  
| |                                                                        | $          |   | $          |   | $          |  
| | Net loss for the year, Canadian GAAP                                   | (454,573   | ) | (1,142,796 | ) | (465,540   | )
| | Adjustment:                                                            |            |   |            |   |            |  
| | Deferred exploration costs (Note 13(b))                                | (120,241   | ) | 67,505     |   | (40,624    | )
| | Net loss for the year, US GAAP                                         | (574,814   | ) | (1,075,291 | ) | (506,164   | )
| | Basic and diluted loss per share, US GAAP                              | (0.01      | ) | (0.02      | ) | (0.01      | )
| | Weighted average number of common shares outstanding, basicand diluted | 49,587,528 |   | 44,538,405 |   | 39,663,029 |  

The Companys comprehensive loss is comprised as follows:

| |                                                                              |          |   |            |   |          |  
| | ---------------------------------------------------------------------------- | -------- | - | ---------- | - | -------- | -
| |                                                                              | 2009     |   | 2008       |   | 2007     |  
| |                                                                              | $        |   | $          |   | $        |  
| | Net loss for the year, US GAAP                                               | (574,814 | ) | (1,075,291 | ) | (506,164 | )
| | Change in net unrealized losseson available-for-saleinvestments (Note 13(e)) | (1,339   | ) | (649       | ) | (1,170   | )
| | Comprehensive loss                                                           | (576,153 | ) | (1,075,940 | ) | (507,334 | )

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TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

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|--- | --------------------------------------------------------------------------------------------------
|15. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(Continued)

The impact of the differences between Canadian GAAP and US GAAP on the consolidated statements of cash flows would be as follows:

| |                                                                  |          |   |           |   |          |  
| | ---------------------------------------------------------------- | -------- | - | --------- | - | -------- | -
| |                                                                  | 2009     |   | 2008      |   | 2007     |  
| |                                                                  | $        |   | $         |   | $        |  
| | Cash flows used in operating activities, Canadian GAAP           | (320,515 | ) | (527,720  | ) | (210,871 | )
| | Adjustment:                                                      |          |   |           |   |          |  
| | Exploration expenditures (Note 13(b))                            | (15,857  | ) | (211,509  | ) | (41,624  | )
| | Cash flows used in operating activities, US GAAP                 | (336,372 | ) | (739,229  | ) | (252,495 | )
| | Cash flows provided by financing activities, Canadian and USGAAP | 195,343  |   | 1,003,597 |   | 294,944  |  
| | Cash flows used in investing activities, Canadian GAAP           | (15,857  | ) | (263,530  | ) | (290,762 | )
| | Adjustment:                                                      |          |   |           |   |          |  
| | Exploration expenditures (Note 13(b))                            | 15,857   |   | 211,509   |   | 41,624   |  
| | Cash flows used in investing activities, US GAAP                 | -        |   | (52,021   | ) | (249,138 | )
| | (Decrease) increase in cash                                      | (209,109 | ) | 212,347   |   | (206,689 | )
| | Cash, beginning of year                                          | 215,294  |   | 2,947     |   | 209,636  |  
| | Cash, end of year                                                | 6,185    |   | 215,294   |   | 2,947    |  

|    |                  
|--- | -----------------
|16. | SUBSEQUENT EVENTS

On June 8, 2009, the Company closed a private placement of 2,120,000 units at $0.075 per unit for total proceeds of $159,000. Each unit consisted of one common share and one-half share purchase warrant, with two one-half warrants entitling the holder to acquire one additional common share at a price of $0.10 per common share for a period of one year. Finders fees in connection with this non-brokered private placement were $3,675. As at May 31, 2009, the Company received $115,875 in share subscriptions.

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TERYL RESOURCES CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MAY 31, 2009 AND 2008(Stated in Canadian Dollars)

|    |                             
|--- | ----------------------------
|16. | SUBSEQUENT EVENTS(Continued)

On July 15, 2009, the Company entered into two promissory note agreements with a related party for $27,000 US and $60,000 to be paid on or before June 30, 2010. The two promissory notes have an interest rate of 8% per annum to be paid monthly commencing on August 15, 2009. The principal amounts are convertible into shares of the Company at $0.20 per share upon regulating approval.

On August 18, 2009, the Company closed a private placement of 7,042,092 units at $0.075 per unit for total proceeds of $528,157. Each unit consisted of one common share and one share purchase warrant, with one warrant entitling the holder to acquire one additional common share at a price of $0.10 in the first year and $0.15 in the second year. Finders fees in connection with this non-brokered private placement were $34,478. If the closing price of the shares on the TSXV is $0.25 or greater for 20 consecutive days, the warrant holders will have 30 days to exercise their warrants, as they will expire after that period. The acceleration conditions will apply four months and one day from the date of closing the private placement.

On September 10, 2009, the Company entered into a public relations agreement with Maximus Stategic Consulting Inc. for a term of three months. The Company has paid $26,250 upon commencement of the contract.

On September 21, 2009, the Company entered into a public relations agreement with KCrew Communications Inc. for a term of three months for service fees of $7,500 per month.

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