---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F



(Mark One)





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

or



X

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

For the fiscal year ended

February 28, 2009

or





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



For the transition period from ___________________ to ______________________



Commission file number:

0-30614



or





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

Date of event requiring this shell company report





Oromin Explorations Ltd.

(Exact name of Registrant as specified in its charter)



Not applicable

(Translation of Registrants name into English)



Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)



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

(Address of principal executive offices)



Ian Brown, 604-331-8772, IBrown@mine-tech.com, 604-331-8773, Suite 2000, 1055 West Hastings Street, Vancouver, B.C., Canada, V6E 2E9

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



Page 1 of 81 Pages

The Exhibit Index is located on Page 80







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2



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



Title of each class

Name of each exchange on which registered



None





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



Common Shares Without Par Value

(Title of Class)



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



None

(Title of Class)



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



**66,067,606**



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

Yes  No X



If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Yes__________  NoX



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.



YesX  No







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



Large accelerated filer ______  Accelerated filer __________ Non-accelerated filerX



Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP___________         International Financial Reporting Standards                    OtherX

by the International Accounting Standards Board_______



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 17X  Item 18









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3



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



Yes   No X







The information set forth in this Annual Report on Form 20-F is as at February 28, 2009 unless an earlier or later date is indicated.



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



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4





SECURITIES AND EXCHANGE COMMISSION



FORM 20-F



TABLE OF CONTENTS



|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            | Page No.
|GLOSSARY OF OIL AND GAS TERMS | 9                                                                                                                                                                                                                                                                                                                                                                                                                         
|GLOSSARY OF MINING TERMS      | 10                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|PART I                        |                                                                                                                                                                                                                                                                                                                                                                                                                            | 12      
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|ITEM 1.                       | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                                                                                                                                                                                                                                                                                                                                                                      | 12      
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|ITEM 2.                       | OFFER STATISTICS AND EXPECTED TIMETABLE                                                                                                                                                                                                                                                                                                                                                                                    | 12      
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|ITEM 3.                       | KEY INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                            | 12      
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                            |         
|A.                            | Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                    | 12      
|B.                            | Capitalization and Indebtedness                                                                                                                                                                                                                                                                                                                                                                                            | 13      
|C.                            | Reasons For The Offer and Use of Proceeds                                                                                                                                                                                                                                                                                                                                                                                  | 14      
|D.                            | Risk Factors                                                                                                                                                                                                                                                                                                                                                                                                               | 14      
|                              | WE MAY NOT SUCCEED IN DISCOVERING COMMERCIAL QUANTITIES OF MINERALS OR OIL AND GAS ON OUR EXPLORATION PROJECTS, QUANTITIES WHICH HAVE NOT BEEN ESTABLISHED BY OUR EXPLORATION EFFORTS TO DATE                                                                                                                                                                                                                              | 14      
|                              | THE MARKET VALUE OF OUR SHARES IN THE PUBLIC MARKETS ON WHICH THEY TRADE IS SUBJECT TO HIGH VOLATILITY AND TO UNPREDICTABLE CHANGES IN THE EVALUATIONS, PERCEPTIONS AND SENTIMENTS OF BUYERS AND SELLERS IN THOSE MARKETS                                                                                                                                                                                                  | 14      
|                              | OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES                                                                                                                                                                                                                                                                                                       | 14      
|                              | OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, AND WE ARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETS AND ISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARY TO CONTINUE OUR EXPLORATION. OUR ABILITY TO ACCESS THE CAPITAL MARKETS CANNOT BE ASSURED, AND IF WE ARE ABLE TO ACCESS THEM, EXISTING INVESTORS WILL HAVE THEIR OWNERSHIP INTERESTS DILUTED UPON THE ISSUE OF ADDITIONAL EQUITY | 14      
|                              | OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITIES GOLD AND OIL AND GAS, AND THE MARKET PRICES FOR THESE ARE SUBJECT TO HIGH VOLATILITY                                                                                                                                                                                                                                                                               | 15      
|                              | THE PRICES OF MANY SIGNIFICANT INPUTS TO OUR COSTS OF EXPLORING ARE SUBJECT TO HIGH VOLATILITY AND COULD RENDER OUR COSTS OF CONTINUING TO EXPLORE HIGHER THAN ANTICIPATED, PLANNED OR BUDGETED                                                                                                                                                                                                                            | 15      
|                              | WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS AND EXPERIENCE OF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION                                                                                                                                                                                                                                                                               | 15      
|                              | WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE                                                                                                                                                                                                                                                                                                                                         | 15      

| |                                                                           |   
| | ------------------------------------------------------------------------- | --
| | WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION | 15





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5



|        |                                                                                                                                                                                                                         |   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|        | WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATES WHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, AND THEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE UNITED STATES          | 16
|        | OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS                                                                                                            | 16
|        | OUR COMPETITORS IN THE MINERAL AND OIL AND GAS EXPLORATION INDUSTRIES INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICH HAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TO CARRY OUT ACTIVITIES               | 16
|        | WE ARE EXPLORING IN THE REPUBLIC OF SéNéGAL AND THE REPUBLIC OF ARGENTINA, EACH OF WHICH COUNTRIES POSSESSES COMPLEX REGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR AND CHALLENGING CONDITIONS AFFECTING OUR OPERATIONS | 16
|        | OUR ACTIVITIES IN MINERAL AND OIL AND GAS EXPLORATION SUBJECT US TO A WIDE ARRAY OF ENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLY AND TIME-CONSUMING TO COMPLY WITH                                         | 17
|        | WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THE FORESEEABLE FUTURE                                                                                                                                                | 18
|        | THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TO CONTINUE TO BE SUBJECT TO WIDE FLUCTUATIONS                                                                                                                   | 18
|        | ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGEMENTS                                                                      | 18
|        | UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITED STATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITY CONSEQUENCES                      | 18
|        |                                                                                                                                                                                                                         |   
|ITEM 4. | INFORMATION ON THE COMPANY                                                                                                                                                                                              | 19
|A.      | History and Development of the Company                                                                                                                                                                                  | 19
|        | Acquisition of the Santa Rosa Property, Argentina                                                                                                                                                                       | 19
|        | Agreements with Surge Global Energy, Inc.                                                                                                                                                                               | 20
|        | Participation of Otto Energy Ltd.                                                                                                                                                                                       | 20
|        | Acquisition of the Sabodala Property, Sénégal                                                                                                                                                                           | 20
|        | Acquisition and Disposition  of the Carneirinho Property, Brazil                                                                                                                                                        | 21
|B.      | Business Overview                                                                                                                                                                                                       | 21
|C.      | Organizational Structure                                                                                                                                                                                                | 22
|D.      | Property, Plants and Equipment                                                                                                                                                                                          | 22
|        | Santa Rosa Property, Argentina                                                                                                                                                                                          | 23
|        | Title                                                                                                                                                                                                                   | 23
|        | Location, Access & Physiography                                                                                                                                                                                         | 24
|        | Exploration History                                                                                                                                                                                                     | 24
|        | Regional and Local Geology                                                                                                                                                                                              | 24
|        | Stratigraphy                                                                                                                                                                                                            | 24
|        | Geochemistry and Hydrocarbon Migration                                                                                                                                                                                  | 26
|        | Structure                                                                                                                                                                                                               | 27
|        | Sediment Distribution                                                                                                                                                                                                   | 27
|        | Drilling of Well OLE.MD.SRE X-2001                                                                                                                                                                                      | 28
|        | Doing Business in Argentina                                                                                                                                                                                             | 28
|        | Sabodala Property, Sénégal                                                                                                                                                                                              | 30
|        | Title                                                                                                                                                                                                                   | 30
|        | Location, Access & Physiography                                                                                                                                                                                         | 31
|        | Plant and Equipment                                                                                                                                                                                                     | 31
|        | Regional and Local Geology                                                                                                                                                                                              | 31



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6





|         |                                                                                         |   
|-------- | --------------------------------------------------------------------------------------- | --
|         | Mineralization                                                                          | 34
|         | Exploration Program 2005  Financial year ending February 28, 2006                      | 37
|         | Exploration Program 2006  Financial year ending February 28, 2007                      | 37
|         | Exploration Program 2007  Financial year ending February 29, 2008                      | 38
|         | Exploration Program 2008  Financial year ending February 28, 2009                      | 38
|         | Technical Report dated January 15, 2009                                                 | 41
|         | Doing Business in Sénégal                                                               | 42
|         | Carneirinho Property, Brazil                                                            | 43
|         |                                                                                         |   
|ITEM 4A. | UNRESOLVED STAFF COMMENTS                                                               | 43
|         |                                                                                         |   
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                            | 44
|A.       | Operating Results                                                                       | 44
|         | Significant Accounting Policies                                                         | 46
|         | Fiscal Year Ended February 28, 2009 Compared to Fiscal Year Ended
February 29, 2008     | 47
|         | Fiscal Year Ended February 29, 2008 Compared to Fiscal Year Ended
February 28, 2007     | 47
|         | Fiscal Year Ended February 28, 2007 Compared to Fiscal Year Ended
February 28, 2006     | 48
|B.       | Liquidity and Capital Resources                                                         | 48
|         | February 28, 2009 Compared to February 29, 2008                                         | 49
|         | February 29, 2008 Compared to February 28, 2007                                         | 49
|         | February 28, 2007 Compared to February 28, 2006                                         | 50
|         | Material Differences between Canadian and U.S. Generally Accepted Accounting Principles | 50
|         | Outlook                                                                                 | 51
|C.       | Research and Development, Patents and Licenses, etc.                                    | 51
|D.       | Trend Information                                                                       | 51
|E.       | Off-Balance Sheet Arrangements                                                          | 51
|F.       | Tabular Disclosure of Contractual Obligations                                           | 51
|G.       | Safe Harbour                                                                            | 51
|         |                                                                                         |   
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                              | 52
|A.       | Directors and Senior Management                                                         | 52
|B.       | Compensation                                                                            | 53
|C.       | Board Practices                                                                         | 54
|D.       | Employees                                                                               | 55
|E.       | Share Ownership                                                                         | 55
|         |                                                                                         |   
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                       | 56
|A.       | Major Shareholders                                                                      | 56
|B.       | Related Party Transactions                                                              | 57
|C.       | Interests of Experts and Counsel                                                        | 58
|         |                                                                                         |   
|ITEM 8.  | FINANCIAL INFORMATION                                                                   | 58
|A.       | Consolidated Statements and Other Financial Information                                 | 58
|B.       | Significant Changes                                                                     | 58
|         |                                                                                         |   
|ITEM 9.  | THE OFFER AND LISTING                                                                   | 58
|A.       | Offer and Listing Details                                                               | 58
|B.       | Plan of Distribution                                                                    | 59
|C.       | Markets                                                                                 | 59
|D.       | Selling Stockholders                                                                    | 59
|E.       | Dilution                                                                                | 60



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|          |                                                                              |   
|--------- | ---------------------------------------------------------------------------- | --
|F.        | Expenses of the Issue                                                        | 60
|          |                                                                              |   
|ITEM 10.  | ADDITIONAL INFORMATION                                                       | 60
|A.        | Share Capital                                                                | 60
|B.        | Memorandum and Articles of Association                                       | 60
|C.        | Material Contracts                                                           | 61
|D.        | Exchange Controls                                                            | 62
|E.        | Taxation                                                                     | 64
|          | Material Canadian Federal Income Tax Consequences                            | 64
|          | Dividends                                                                    | 65
|          | Capital Gains                                                                | 65
|          | Material United States Federal Income Tax Consequences                       | 66
|          | U.S. Holders                                                                 | 66
|          | Distributions on Common Shares of the Company                                | 66
|          | Foreign Tax Credit                                                           | 67
|          | Information Reporting and Backup Withholding                                 | 67
|          | Disposition of Common Shares of the Company                                  | 67
|          | Currency Exchange Gains or Losses                                            | 68
|          | Other Considerations                                                         | 68
|F.        | Dividends and Paying Agents                                                  | 70
|G.        | Statements by Experts                                                        | 70
|H.        | Documents on Display                                                         | 70
|I.        | Subsidiary Information                                                       | 70
|          |                                                                              |   
|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 70
|          |                                                                              |   
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 72
|          |                                                                              |   
|PART II   |                                                                              | 72
|          |                                                                              |   
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES                                 | 72
|          |                                                                              |   
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 72
|          |                                                                              |   
|ITEM 15.  | CONTROLS AND PROCEDURES                                                      | 72
|          | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES                             | 72
|          | MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING             | 72
|          | CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING                        | 74
|          |                                                                              |   
|ITEM 16   | [RESERVED]                                                                   | 74
|          |                                                                              |   
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 74
|          |                                                                              |   
|ITEM 16B. | CODE OF ETHICS                                                               | 75
|          |                                                                              |   
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 75
|          |                                                                              |   
|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 75
|          |                                                                              |   
|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 75
|          |                                                                              |   
|PART III  |                                                                              | 76
|          |                                                                              |   



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|              |                      |   
|------------- | -------------------- | --
|ITEM 17.      | FINANCIAL STATEMENTS | 76
|              |                      |   
|ITEM 18.      | FINANCIAL STATEMENTS | 76
|              |                      |   
|ITEM 19.      | EXHIBITS             | 76
|              |                      |   
|SIGNATURES    | 79                  
|              |                     
|EXHIBIT INDEX | 80                  





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9





GLOSSARY OF OIL AND GAS TERMS



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



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





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10





GLOSSARY OF MINING TERMS



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



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



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11





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





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12





PART I





ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



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





ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



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





ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



The following tables summarize selected financial data for the Company (stated in Canadian dollars) prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading Item 5  Operating And Financial Review And Prospects.  Note 17 of the financial statements of the Company included herein sets forth the measurement differences were such information to be presented in conformity with United States generally accepted accounting principles (US GAAP).  Results for the periods ended February 28, 2009 are not necessarily indicative of results for future periods.



INFORMATION IN ACCORDANCE WITH CANADIAN GAAP:



|    |                                               |                  |              |              |              |              |           
|--- | --------------------------------------------- | ---------------- | ------------ | ------------ | ------------ | ------------ | ----------
|    | Year Ended February 28 or 29                 
|    |                                               | 2009             | 2008         | 2007         | 2006         | 2005        
|(a) | Total revenue                                 | $0               | $0           | $0           | $0           | $0          
|(b) | Earnings (loss) from continuing operations(1) |                  |              |              |              |             
|    |                                               | Total            | ($4,574,185) | ($1,377,648) | ($1,801,883) | ($2,702,526) | ($448,169)
|    |                                               | Per Share (1)    | ($0.07)      | ($0.02)      | ($0.04)      | ($0.09)      | ($0.02)   
|(c) | Total assets                                  | $49,368,607      | $48,205,346  | $27,405,610  | $11,268,010  | $3,985,105  
|(d) | Total long-term debt                          | $0               | $0           | $0           | $0           | $0          
|(e) | Capital stock                                 | $58,528,199      | $57,509,011  | $34,635,509  | $19,964,141  | $11,878,025 
|(f) | Total shareholders equity                    | $47,036,248      | $46,060,061  | $24,117,196  | $10,550,846  | $2,917,072  
|(g) | Cash dividends declared per share             | n/a              | n/a          | n/a          | n/a          | n/a         
|(h) | Net earnings (loss) for the period            |                  |              |              |              |             
|    |                                               | Total            | ($4,574,185) | ($1,377,648) | ($1,801,883) | ($2,702,526) | ($448,169)
|    |                                               | Per Share (1)    | ($0.07)      | ($0.02)      | ($0.04)      | ($0.09)      | ($0.02)   
|    |                                               | Number of shares | 65,264,018   | 56,740,221   | 42,853,558   | 29,511,921   | 25,383,623



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



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INFORMATION IN CONFORMITY WITH US GAAP:



|    |                                            |             |               |               |              |              |             
|--- | ------------------------------------------ | ----------- | ------------- | ------------- | ------------ | ------------ | ------------
|    | Year Ended February 28 or 29              
|    |                                            | 2009        | 2008          | 2007          | 2006         | 2005        
|(a) | Total revenue                              | $0          | $0            | $0            | $0           | $0          
|(b) | Earnings (loss) from continuing operations |             |               |               |              |             
|    |                                            | Total       | ($21,409,628) | ($11,635,349) | ($9,659,151) | ($3,285,319) | ($1,613,646)
|    |                                            | Per Share1  | ($0.33)       | ($0.21)       | ($0.23)      | ($0.11)      | ($0.06)     
|(c) | Total assets                               | $12,608,987 | $28,281,169   | $17,739,134   | $10,982,762  | $5,840,158  
|(d) | Total long-term debt                       | $0          | $0            | $0            | $0           | $0          
|(e) | Capital stock                              | $58,528,199 | $57,509,011   | $34,635,509   | $19,964,141  | $11,878,025 
|(f) | Total shareholders equity                 | $10,276,628 | $26,105,884   | $14,450,720   | $10,265,598  | $4,772,125  
|(g) | Cash dividends declared per share          | n/a         | n/a           | n/a           | n/a          | n/a         
|(h) | Net earnings (loss) for the period         |             |               |               |              |             
|    |                                            | Total       | ($21,409,628) | ($11,635,349) | ($9,659,151) | ($3,285,319) | ($1,613,646)
|    |                                            | Per Share1  | ($0.33)       | ($0.21)       | ($0.23)      | ($0.11)      | ($0.06)     



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



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



In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars.  On August25, 2009 the exchange rate, based on the noon buying rate published by The Bank of Canada for the conversion of Canadian dollars into United States dollars (the Noon Rate of Exchange) was $0.9275



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



|                |        |        |        |        |        |         
|--------------- | ------ | ------ | ------ | ------ | ------ | --------
|                | 2009  
|                | July   | June   | May    | April  | March  | February
|High for period | 0.8580 | 0.8602 | 0.8423 | 0.7910 | 0.7692 | 0.7870  
|Low for period  | 0.9229 | 0.9236 | 0.9123 | 0.8375 | 0.8167 | 0.8202  



The following table sets out the average Noon Rate of Exchange rates for the five most recent financial years as provided by the Bank of Canada.



|                             |        |        |        |        |       
|---------------------------- | ------ | ------ | ------ | ------ | ------
|Year Ended February 28 or 29
|                             | 2009   | 2008   | 2007   | 2006   | 2005  
|Average for the period       | 0.9050 | 0.9560 | 0.8790 | 0.8347 | 0.7764



B.

Capitalization and Indebtedness



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



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C.

Reasons For The Offer and Use of Proceeds



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



D.

Risk Factors



The following is a brief discussion of those distinctive or special characteristics of the Companys operations and industry that may have a material impact on, or constitute risk factors in respect of, the Companys future financial performance. The Company and its operations are subject to a significant number of such risk factors, in respect of which an adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Companys undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. The following description of risk factors is not exhaustive and is provided to alert users of this report to examples of the nature and types of risk factors inherent in the Companys existence and operations.



WE MAY NOT SUCCEED IN DISCOVERING COMMERCIAL QUANTITIES OF MINERALS OR OIL AND GAS ON OUR EXPLORATION PROJECTS, QUANTITIES WHICH HAVE NOT BEEN ESTABLISHED BY OUR EXPLORATION EFFORTS TO DATE



The Company is seeking mineral deposits, including oil and gas deposits, on exploration projects where there are not yet established commercial quantities. There can be no assurance that economic concentrations of minerals, including oil and gas, will be determined to exist on the Companys property holdings within existing investors investment horizons or at all. The failure to establish such economic concentrations could have a material adverse outcome on the Company and its securities. The Companys planned programs and budgets for exploration work are subject to revision at any time to take into account results to date. The revision, reduction or curtailment of exploration programsand budgets could have a material adverse outcome on the Company and its securities.



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



The Companys securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.



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



The Companys projects are located in the Republic of Senegal in West Africa and in the Republic of Argentina in South America. Its tenure over its property rights and the conditions under which it operates, both during and after the exploration stage, are subject to the jurisdiction of those countries and in some cases of political subdivisions within those countries. The laws and regulations governing the Companys tenure and operations are subject to alteration, and an adverse alteration to those laws and regulations could have a material adverse outcome on the Company and its securities. In addition, the exposure of the Company, its projects and its operations to political risk comprises part of the evaluations, perceptions and sentiments of investors as described above under Market risks. An adverse change in investors tolerance of political risk could have a material adverse outcome on the Company and its securities.



OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, AND WE ARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETS AND ISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARY TO CONTINUE OUR EXPLORATION. OUR ABILITY TO ACCESS THE CAPITAL MARKETS CANNOT BE ASSURED, AND IF WE ARE ABLE TO ACCESS THEM, EXISTING INVESTORS WILL HAVE THEIR OWNERSHIP INTERESTS DILUTED UPON THE ISSUE OF ADDITIONAL EQUITY



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Exploration and development of mineral and oil and gas deposits is an expensive process, and frequently the greater  the level of interim stage success the more expensive it can become. The Company has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon selling equity in the capital markets to provide financing for its continuing substantial exploration budgets. While the capital markets have been favourable to the financing of mineral exploration during the past several years, and the Company has been successful in obtaining financing for its projects, there can be no assurance that the capital markets will remain favourable in the future, and/or that the Company will be able to raise the financing needed to continue its exploration programs on favourable terms, or at all. Restrictions on the Companys ability to finance could have a material adverse outcome on the Company and its securities.



OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITIES GOLD AND OIL AND GAS, AND THE MARKET PRICES FOR THESE ARE SUBJECT TO HIGH VOLATILITY



The Companys exploration projects seek gold at the Sabodala Gold Project and oil and the Santa Rosa Project. While each of these commodities have recently been the subject of significant price increases from levels prevalent earlier in the decade, there can be no assurance that such price levels will continue, or that investors evaluations, perceptions, beliefs and sentiments will continue to favour both or either of these target commodities. An adverse change in these commodities prices, or in investors beliefs about trends in those prices, could have a material adverse outcome on the Company and its securities.



The price of oil within Argentina is set by government policy and regulation below the prevailing world price. The economic evaluation of the Santa Rosa Project is subject to the pricing of oil within Argentina. An adverse change in the policy and regulation in Argentina of the price of oil could have a material adverse outcome on the Company and its securities.



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



The cost of numerous inputs to mineral and oil and gas exploration and development has been subject to significant increase in recent months. These costs include the cost of infrastructure materials such as steel and concrete, the cost of fuel, and the compensation cost of technical and operating personnel. A continuation of cost escalation in these input prices could have a material adverse outcome on the Company and its securities.



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



The Companys exploration efforts are dependent to a large degree on the skills and experience of certain of its key personnel, including Chet Idziszek the President and Chief Executive Officer and David Mallo the Vice President of Mineral Explorations. The Company does not maintain key man insurance policies on these individuals. Should the availability of these persons skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Company and its securities.



WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE



The Company has incurred net losses to date.  Its deficit as of February 29, 2008 was $15,093,396 according to Canadian GAAP and $35,017,573 according to US GAAP.  The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet determined that development activity is warranted on any of its properties.  Even if the Company does undertake development activity on certain of its properties, the Company may continue to incur losses beyond the period of commencement of such activity.  There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.



WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION



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



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WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATES WHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, AND THEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE UNITED STATES



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



OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS



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



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



Significant and increasing competition exists for the limited number of mineral property acquisition opportunities available in Sénégal.  As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.  Accordingly, there can be no assurance that the Companys exploration and acquisition programs will yield any reserves or result in any commercial mining operation.The oil and gas industry is also intensely competitive and the Company competes with other companies that have greater resources.  Many of such companies not only explore for and produce crude oil and natural gas but also carry on refining operations and market petroleum and other products on a world-wide basis.  There is also competition between the oil and gas industry and other industries with respect to the supply of energy and fuel to industrial, commercial and individual customers.



WE ARE EXPLORING IN THE REPUBLIC OF SéNéGAL AND THE REPUBLIC OF ARGENTINA, EACH OF WHICH COUNTRIES POSSESSES COMPLEX REGULATORY REGIMES WHICH MAY IMPOSE UNFAMILIAR AND CHALLENGING CONDITIONS AFFECTING OUR OPERATIONS



Currently, the Companys only properties are located in Argentina and Sénégal.  Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, political instability and political risk.  Both mineral exploration and mining activities and oil and gas exploration and production activities in foreign countries may be affected in varying degrees by political stability and government regulations relating to the mining industry and the oil and gas industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use and workplace safety.  In particular, the status of Argentina and Sénégal as developing countries may make it more difficult for the Company to obtain any required production financing for its properties from senior lending institutions.  In addition, Argentina experienced significant economic and political instability during the period 1999 to 2004 from which it is currently recovering. Argentina defaulted on its loans during the unstable period and has only recently completed with the International Money Fund agreed remedial measures. Jurisdiction over oil and gas resources has recently passed from the federal government to the provincial governments in Argentina, and the establishment by the provinces of a regulatory and oversight regime is not yet complete.  The Company maintains the majority of its funds in Canada and only forwards sufficient funds to meet current obligations and overhead in Argentina.  The Company does not believe that any currency restrictions that may be imposed in Argentina would have a prolonged impact on the Companys exploration activities.



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The Company has entered into contractual arrangements with the Government of Sénégal that contain time-sensitive performance requirements.  Further, the Company will be dependent on the receipt of government approvals or permits for the timely performance of its exploration activities and any delays in obtaining such approvals or permits could affect the status of the Companys contractual arrangements or its ability to meet its contractual obligations and could result in the loss of its interest in mineral properties.



OUR ACTIVITIES IN MINERAL AND OIL AND GAS EXPLORATION SUBJECT US TO A WIDE ARRAY OF ENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLY AND TIME-CONSUMING TO COMPLY WITH



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



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



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



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



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



WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THE FORESEEABLE FUTURE



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



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



In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies like the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  In particular, the per share price on the TSX Venture Exchange or the Toronto Stock Exchange of the Company's common stock fluctuated from a high of $1.43 to a low of $0.58 in  the period beginning March 1, 2009 and ending on the date of this Annual Report.  There can be no assurance that these price fluctuations and volatility will not continue to occur.



ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS



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



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



UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITED STATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITY CONSEQUENCES



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

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



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ITEM 4.

INFORMATION ON THE COMPANY



A.

History and Development of the Company



Oromin Explorations Ltd. (the Company) is a British Columbia company in the business of exploring its resource properties.  The Company was incorporated pursuant to the Company Act(British Columbia) on January 25, 1980 under the name Maple Leaf Petroleum Ltd..  On July 26, 1983, the Companys Memorandum was amended to increase the authorized capital of the Company from 10,000,000 common shares without par value to 20,000,000 common shares without par value and the Companys Articles were replaced in their entirety with new articles.  There were no material changes to the Articles. On April 22, 1986, the Companys Memorandum was further amended to change the name of the Company to International Maple Leaf Resource Corporation, to consolidate its common shares on a one-for-five basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 11, 1989, the Companys Memorandum was further amended to change the name of the Company to Maple Resource Corp., to consolidate its common shares on a one-for-2.5 basis and to increase the authorized capital back up to 20,000,000 common shares without par value.  On August 14, 1992, the Companys Articles were replaced in their entirety with new articles.  There were no material changes to the Articles. Also on August 14, 1992, the Companys Memorandum was further amended to change the name of the Company to Birchwood Ventures Ltd., to consolidate its common shares on a one-for-4.4 basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 30, 1997, the Companys Memorandum was further amended to change the name of the Company to Oromin Explorations Ltd., to consolidate its common shares on a one-for-five basis and to increase the authorized capital to 100,000,000 common shares without par value.  On February 25, 2002, it amalgamated with Fresco Developments Ltd. (Fresco) and its shares were exchanged for shares of the amalgamated company on a one for one basis, while the shares of Fresco were exchanged on the basis of one share of the amalgamated company for every two shares of Fresco.  Pursuant to Notice of Articles altered February 28, 2008, the authorized capital was increased from 100,000,000 to unlimited.



The Company has four subsidiaries. Sabodala Holding Limited is incorporated in the British Virgin Islands and is wholly owned by the Company. Irie Isle Limited (Irie) is incorporated in the British Virgin Islands and is wholly owned by the Company. Cynthia Holdings Limited (Cynthia) is incorporated in the British Virgin Islands and as at February 28, 2009 was wholly owned by Irie. Exploraciones Oromin, S.A. (EOSA) is incorporated in Argentina and is wholly owned by Cynthia. Subsequent to February 28, 2009, effective May 4, 2009 Cynthia became 67.52% owned by Irie as described under Letter of Intent with Otto Energy Ltd. below.



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



Acquisition of the Santa Rosa Property, Argentina



As of the date of this report, the Company has a 67.52% interest in the Santa Rosa Property, as more fully described under Item 4 - Information on the Company - D. Property, Plants and Equipment below.



On September 29, 2000, the Company, through its subsidiary Exploraciones Oromin, S.A. (EOSA), submitted a bid to the Secretariat of Energy of the Republic of Argentina to acquire certain oil and gas rights in the Cuyana Basin of central Argentina.  In March 2001, the Secretariat of Energy of the Republic of Argentina approved the Companys bid to acquire a 100% interest in those certain oil and gas exploration rights, which are located in the Province of Mendoza (the Santa Rosa Property). In January 2007 the federal government of the Republic of Argentina agreed to the assumption by the Province of Mendoza of jurisdiction over hydrocarbon resources in the province.



On April 30, 2008 the government of the Province of Mendoza issued Decree 1018/2008 which formally granted exploration and exploitation rights to EOSA over the oil and gas concession comprising the Santa Rosa Property. Pursuant to the decree the Company is committed to incur exploration expenditures of US$600,000 by May 1, 2011, which has taken place.





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The Companys exploration rights will remain in effect for a period of six years from the date of formal acceptance by government authorities and will be converted into exploitation rights for a further period of 25 years if commercial quantities of hydrocarbons are discovered.  Also pursuant to the April 30, 2008 decree, the Company was required to and did put in place a performance bond to guarantee a minimum US$600,000 exploration expenditure.



Agreements with Surge Global Energy, Inc.



By a series of agreements over the period June 2002 through February 2005 the Company, through its subsidiaries, conveyed an effective 17.52% interest in the Santa Rosa Property to Surge Global Energy, Inc., a corporation whose shares trade on the OTC Bulletin Board market in the United States, in consideration of the payment by Surge during the 2005 fiscal year of US$600,000 in cash and the issue to a subsidiary of the Company of 1,000,000 shares of Surge. The cash payment was translated as $832,680 and the Surge shares ascribed a fair value of $1,377,940 at the time received, and a subsidiary of the Company which indirectly holds the Santa Rosa Project issued common shares to Surge to establish Surges agreed 17.52% interest. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares on the open market. Effective March 25, 2008 the Company acquired back from Surge the 17.52% interest in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of Surges shares, of which 750,000 were the balance of the shares originally obtained after the sales described above, and 250,000 were acquired from a director and senior officer of the Company as set out in Note 5.



A director of the Company served as a director of Surge from August 2002 until April 2007.



Participation of Otto Energy Ltd.



Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (Otto) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by funding exploration expenditures of USD$1,400,000.  The transaction closed May 4, 2009, and from that date the shareholders of Cynthia have funded the ongoing costs of the Santa Rosa Property in the proportions 67.52% the Company and 32.48% Otto.



Acquisition of the Sabodala Property, Sénégal



The Company has the right to acquire a 100% interest in the Sabodala Property, as more fully described under Item 4 - Information on the Company - D. Property, Plants and Equipment below. The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004.  The Oromin Joint Venture Group (OJVG) was a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  In order to acquire its interest in the Sabodala Property, the OJVG was required to spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007, and this condition was fulfilled in October 2006.  Under the terms of the OJVG agreement, Bendon provided the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. Badr was to hold a free carried interest until the initial USD$8 million commitment was completed, at which time the three parties would bear all future costs associated with the exploration and development of the Sabodala Project on a pro rata basis, or be subject to dilution.



By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (OJVG Ltd.), Sabodala Holding Limited (SHL) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd.  SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the Sabodala Property, with Badrs interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the Sabodala Property has been assigned the OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure requirement was met and in December 2008, OJVG Ltd. was granted a further twelve month extension, expiring on December 22, 2009.  OJVG Ltd. is presently completing a preliminary feasibility study on the project that it expects to form the basis of an application to be made in August 2009 for an exploitation/mining concession.



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Acquisition and Disposition of the Carneirinho Property, Brazil



The Company and Lund Gold Ltd. (Lund) formerly held an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property was structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company were required to pay the vendor USD$50,000 on or before April 30, 2005 (paid), USD$100,000 by April 30, 2006 (paid), USD$200,000 by April 30, 2007 (paid) and a total of US$1,400,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company were required to pay the vendor an additional US$6,000,000 on or before April 30, 2010.



By an agreement dated March 12, 2007 between the Company and Lund, the Company sold all of its interest in the Carneirinho Property to Lund in consideration of the issuance to the Company of 1,197,906 common shares of Lund, this consideration reflecting the amount that the Company had spent on acquisition, exploration and development of the Carneirinho Property. The Company and Lund are related parties by virtue of having a number of directors and senior officers in common.



B.

Business Overview



The Company has historically been involved in the exploration of mineral properties in various parts of the world. During the last three financial years the Companys principal activities have been financing and carrying out exploration on the Santa Rosa Property in Argentina, the Sabodala Property in Sénégal, and the Carneirinho Property in Brazil.



In March 2001, the Company acquired a 100% interest in the oil and gas exploration rights for the Santa Rosa Property in central Argentina and exploration of the Santa Rosa Property is now one of the two principal business activities of the Company. In June 2002, the Company, through its wholly owned subsidiary Cynthia Holdings Limited (Cynthia), agreed to sell an effective 50% interest in its Santa Rosa Property. The Agreement was amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited, received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge).  As described in Agreements with Surge Global Energy, Inc. below, in March 2008 the Company acquired back from Surge the 17.52% interest. Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (Otto) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by funding exploration expenditures of USD$1,400,000.  This transaction closed May 4, 2009.



In October 2004, the Company was awarded an exploration concession known as the Sabodala Property in the Republic of Sénégal. The exploration concession granted the Company the sole right to acquire a 100% interest in the Sabodala Property by spending at least USD$8 million on exploration of the Sabodala Property by April 17, 2007, a condition which was met. The Sabodala Property was held by the Oromin Joint Venture Group (OJVG), a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (OJVG Ltd.), Sabodala Holding Limited (SHL) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the Sabodala Property, with Badrs interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the Sabodala Property has been assigned the OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services.



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In January 2005, the Company and Lund Gold Ltd. (Lund) were granted an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil. The option to acquire the Carneirinho Property was structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company were required to pay the vendor US$50,000 on or before April 30, 2005 (paid), US$100,000 by April 30, 2006 (paid), USD$200,000 by April 30, 2007 (paid)  and a total of US$1,400,000 by April 30, 2009. Following the exercise of the first option, in order to exercise the second option, Lund and the Company were required to pay the vendor an additional US$6,000,000 on or before April 30, 2010.



By an agreement dated March 12, 2007 between the Company and Lund, the Company sold all of its interest in the Carneirinho Property to Lund in consideration of the issuance to the Company of 1,197,906 common shares of Lund, this consideration reflecting the amount that the Company had spent on acquisition and exploration of the Carneirinho Property.



C.

Organizational Structure



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





(1)

The interest of Exploraciones Oromin, S.A. in the Santa Rosa Property takes the form of an exploration permit to explore for hydrocarbons for three exploration periods totaling six years, which is convertible to a 25-year exploitation permit with a possible 10-year extension, as more completely set out under Item D. Property Plants and Equipment  Santa Rosa Property, Argentina below.

(2)

The interest of Oromin Joint Venture Group Ltd. in the Sabodala Property takes the form of its rights and interest in a Mining Convention to which it is a party with the Government of Sénégal dated February 17, 2005 as subsequently amended, as more completely set out under Item D. Property Plants and Equipment  Sabodala Property, Sénégal below. These rights, which are subject to extension if certain conditions are met, currently extend to December 22, 2009.

(3)

This per cent ownership is as at date of this report. As at February 28, 2009 the per cent ownership of Cynthia by Irie Isle was 100%. Otto Energy Ltd. became a 32.48% shareholder of Cynthia on May 4, 2009.



D.

Property, Plants and Equipment



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



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Santa Rosa Property, Argentina



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



Title



The Company owns, through its Argentina subsidiary, Exploraciones Oromin, S.A. (EOSA), a 100 per cent interest in exploration block CCyB-9 (Cuenca Cuyana y Bolsones 9) (the Santa Rosa Property) pursuant to Resolution No. 2 issued by the Secretariat of Energy and Mining on March 16, 2001 pursuant to International Public Bidding No. E-01/92 (Plan Argentina), Fiftieth Bid.  The Resolution grants EOSA an Exploration Permit to explore for hydrocarbons over the area covered by the exploration block for three exploration periods totalling six years.  The Exploration Permit will be converted to an Exploitation Permit if commercial quantities of hydrocarbons are found.  The Exploitation Permit allows for the extraction of hydrocarbons for a period of twenty-five (25) years with a possible ten (10) year extension.  In January 2007 jurisdiction over hydrocarbon resources in Argentina passed from the federal government to the provincial governments. The government authorities of the Province of Mendoza by their Decree 1018/2008 awarded the Exploration Permit for block CCyB-9 to EOSA on April 30, 2008.  The Santa Rosa Property is subject to a royalty in favour of Dr. Norman Haimila which, at the option of  Dr. Haimila, is equal to a 1% gross overriding royalty interest on all products including hydrocarbons produced from the Santa Rosa Project or 0.5% of the gross value of the non-government share of the anticipated recoverable hydrocarbons (estimated ultimate recoverable) as determined by a mutually agreed upon independent evaluation and payable at the first production



On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002.  The Agreement has been amended a number of times and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for 212.415 shares of Cynthia (representing a 17.52% effective interest in its Santa Rosa Property) and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge Global Energy Inc. (Surge), Bibles parent company and the assignee of Bibles interest.  Surge has elected not to acquire any further interest in the Santa Rosa Property. As described in Agreements with Surge Global Energy, Inc. below, in March 2008 the Company acquired back from Surge the 17.52% interest.



Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (Otto) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by funding exploration expenditures of USD$1,400,000.  This transaction closed May 4, 2009.



In December 2008 Irie and Otto approved a program and budget for the next phase of exploration, at an estimated cost of USD $4.163 million  subsequently modified to USD $3.574 million   consisting of interpretation of seismic data, completion of environmental studies, and drilling one exploration well.  The first USD $1.4 million of this program was funded by Otto as set out above, and the balance of USD $2.174 million was funded USD $1.468 million by the Company (67.52%) and USD $0.706 million by Otto (32.48%). All future exploration and development of the Santa Rosa Property will be borne proportionately by each party or they will suffer dilution.



During July 2009 EOSA carried out the drilling of the first exploration well, within the budget, which did not encounter hydrocarbons and was plugged and abandoned. Irie and Otto are currently assessing the scope for further work on the CCyB-9 concession with a view to developing additional targets on this large tenement, if seismic and other exploration analysis yet to be carried out indicate the existence of further prospective targets.



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Location, Access & Physiography



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



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



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



Exploration History



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



There are 1,129km of regional seismic coverage consisting of a regional grid approximately 20km by 20km over most of the block and a more closely spaced (approximately 3km by 5km) grid over the southwest corner of the Santa Rosa Property.  An additional 26.5km of seismic vibrator stations and 30.5km of seismic receiver stations were acquired by Oromin during late 2001 for the purpose of tracing seismic events from the regional grid to the crest of Santa Rosa Dome.  One well was drilled along the southern boundary of the Santa Rosa Property (Jaguel La Esperanza x-4) as part of a four well drill program mainly in the Nacuñan Block in 1963.  The Santa Rosa Este x-1001 well was drilled in 1994 and the Santa Rosa x-2 well was drilled in 1995.  None of these wells were diagnostic tests of the present prospect concept.



Regional and Local Geology



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

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



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



Stratigraphy



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







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



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



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



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



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



Geochemistry and Hydrocarbon Migration



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



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



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



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



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



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



Structure



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



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



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



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





Sediment Distribution



Based on seismic interpretations and well penetrations the Triassic sedimentary section preserved beneath the Late Tertiary unconformity varies from zero to 850m along the western boundary of the block and thins to less than 90m over the culmination of the dome.  The Triassic section thickens to over 175m in the graben in which the Santa Rosa Este x-1000 well was drilled and thickens to 608m at the southern boundary of the CCyB-9 Block in the Jaquel La Esperanza x-4 well.  Where the Triassic section is in the order of 250m thick there is the potential for the Cacheuta Formation source beds to be preserved beneath the unconformity marked by the Conglomerate Violaceo.  Even in the Santa Rosa x-2 well where less than 150m of Triassic section lies on basement, the Triassic section may consist of a depositionally thinned Potrerillos sequence overlain by what appears to be Cacheuta Formation shales and possibly even a thin remnant of the Rio Blanco Formation.  The Cacheuta Formation likely subcrops in an irregular band along the western flank of the dome within the Santa Rosa CCyB-9 Block.  It is also buried deeply enough, locally, within the western protion of the block to be capable of generating oil with bottom hole temperatures in the Santa Rosa x-2 reaching 223 degrees F. at a depth of 2050m.



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



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



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Drilling of Well OLE.MD.SRE X-2001



As set out above, during July 2009 EOSA carried out the drilling of the first exploration well, which did not encounter hydrocarbons and was plugged and abandoned. Irie and Otto are currently assessing the scope for further work on the CCyB-9 concession with a view to developing additional targets on this large tenement, if seismic and other exploration analysis yet to be carried out indicate the existence of further prospective targets.



Doing Business in Argentina



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



Political and Legal System



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



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



Argentina benefits from rich natural resources, a highly literate population, an export-oriented agricultural sector, and a diversified industrial base. Although one of the world's wealthiest countries 100 years ago, Argentina suffered during most of the 20th century from recurring political and economic crises, persistent fiscal and current account deficits, high inflation, mounting external debt, and capital flight. After World War II, an era of Peronist authoritarian rule and interference in subsequent governments was followed by a military junta that took power in 1976. Democracy returned in 1983, and has persisted despite numerous challenges, the most formidable of which was a severe economic crisis in 2001-02 that led to violent public protests and the resignation of several interim presidents.



Beginning in 1998, with external debt equivalent to more than 400% of annual exports, the economy slowed and ultimately fell into a full-blown depression; investors' fears grew in the wake of Russia's debt default, Brazil's devaluation, and the political discord caused by then-President Carlos Menem's unpopular efforts to run for a constitutionally prohibited third term. The government of Fernando de la Rua, elected President in late 1999, tried several measures to cut the fiscal deficit and instill confidence and received large IMF credit facilities, but nothing worked to revive the economy. Depositors began withdrawing money from the banks in late 2001, and the government responded with strict limits on withdrawals. When street protests turned violent, de la Rua was forced to resign in December 2001. Interim President Adolfo Rodriguez Saa declared a default - the largest in history - on Argentina's foreign debt, but he stepped down only a few days later when he failed to garner political support from the country's governors. Eduardo Duhalde became President in January 2002 and announced an end to the peso's decade-long 1-to-1 peg to the US dollar. When the peso depreciated and inflation rose, Duhalde's government froze utility tariffs, curtailed creditors' rights, and imposed high taxes on exports. The economy rebounded strongly from the crisis, inflation started falling, and Duhalde called for special elections. Nestor Kirchner was elected President, taking office in May 2003, and continued the restrictions imposed by his predecessor. With the re-emergence of double-digit inflation in 2005, the Kirchner administration pressured businesses into a series of agreements to hold down prices. The government also restructured its debt in 2005 and paid off its IMF obligations in early 2006, reducing Argentina's external debt burden. Real GDP growth averaged 9% during the period 2003-06, bolstering government revenues and keeping the budget in surplus. The economy has recovered strongly since bottoming out in 2002. In October 2007 Nestor Kirchners term of office ended and Cristina Fernandez was elected President. Her administration has to a large extent continued the economic policies of the Kirchner administration.



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The Oil and Gas Industry in Argentina



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



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



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



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



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



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



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



During the years 2002 to 2004 the economic disruptions occurring in Argentina militated against further activity by EOSA and numerous other hydrocarbon concession holders until greater stability was restored.



During 2005 and 2006 the federal government of Argentina worked with the provincial governments with the objective of conveying jurisdiction over hydrocarbon resources to the provinces. This initiative reached fruition in January 2007 and jurisdiction was passed to the various provincial governments. Accordingly, the administration of the exploration bid held by EOSA passed to the government of the Province of Mendoza. During calendar 2007, 2008 and 2009 authorities of the Province of Mendoza with administrative responsibility over hydrocarbon resources worked towards defining a legal and administrative regime and working with concession holders and other stakeholders to establish an exploitation system under provincial auspices.



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



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



On April 30, 2008 the competent authorities of the Province of Mendoza issued Decree 1018/2008 which established under provincial jurisdiction EOSAs exploration and exploitation rights in respect of the Santa Rosa Property. On September 10, 2008 the competent authorities of the Province of Mendoza issued their Certificado de Entrada al Area (area entry certificate) granting EOSA the necessary rights of access to commence exploration within the CCyB-9 concession.





Sabodala Property, Sénégal



Except as noted below, Dean Besserer, B.Sc., P.Geol., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information concerning the Sabodala Property in this document.



Title



The Company has the right to acquire a 100% interest in an exploration concession (the Sabodala Property) governed by a Mining Convention signed February 17, 2005 with the Government of Sénégal.  The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004.  The Oromin Joint Venture Group (OJVG) was a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  In order to acquire its interest in the Sabodala Property, OJVG was required to spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007 which it has done.



By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (OJVG Ltd.), Sabodala Holding Limited (SHL) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form.  SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd.  SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the Sabodala Property, with Badrs interest being fully carried for as long as it owns an interest in OJVG Ltd.  The exploration concession comprising the Sabodala Property has been assigned the OJVG Ltd.  SHL is the operator of OJVG Ltd. to which it provides exploration and management services.



In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure was met and in December 2008, OJVG Ltd. was granted a further twelve month extension, expiring on December 22, 2009.  OJVG Ltd. is presently completing a preliminary feasibility study on the project that it expects to form the basis of an application to be made in August 2009 for an exploitation concession. Upon conversion of the concession from an exploration to an exploitation concession, OJVG Ltd. must establish an operating company to further develop the Sabodala Property and must offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. The Government of Sénégal will receive a 10% interest in the operating company at no cost and a royalty of $US 6.50 per ounce of gold produced.



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Location, Access & Physiography



The Sabodala Property is located approximately 650 kilometres east southeast of Sénégals capital city of Dakar and is centred at 13o 09 North Latitude and 12o 06 West Longitude. It is a 229.7 km2 trapezoidal concession that completely surrounds, but does not include, the 20.3 km2 rectangular Sabodala mining concession which hosts Mineral Deposits Ltd.s (MDLs) Sabodala gold deposit.



The Sabodala exploration concession can be reached by road from the town of Kédougou (2-3 hours), the regional centre of Tambacounda (5-6 hours) or the city of Dakar (10-12 hours), each of which supplies all basic services. The road is paved from Dakar to Kédougou and from Kédougou to Bembou, approximately 45 kilometres from the Property. Once within the Property, access is by four-wheel drive truck via a criss-crossing network of roads and trails. The concession can also be reached by privately chartered aircraft from Dakar to a 1200 metre paved airstrip in good condition located on the laterite plateau north of Falombo, near the boundary between the Sabodala exploration and mining concessions.

Just beyond the eastern boundary of the concession is the village of Khossanto, a regional centre, which includes telephone, government office and a medical centre. There are seven small primitive villages on the Property, each of which houses 100-300 people and is surrounded by subsistence gardens and a scattering of small fields including sorghum and cotton. At the larger villages of Sabodala (located on the MDL mining concession) and Mamakono there are schools and small shops. The small villages of Bransen, Falombo, Dendifa, Bambaraya, Mankana and Maki Medina have no services or facilities, although they do have water wells.



Topography on the Property is gentle to hilly. Approximately 80% of the Property is covered by flatlying lateritic plateaus. Outcrops cover less than one per cent of the Property, generally limited to road cuts, ridges and creeks. Elevations range between 150 and 420 metres, with broad, poorly incised drainages. Vegetation is of a tall-grass savannah type with common thickets of bamboo and a scattering of trees, some up to a diametre of 10 metres. Fauna includes warthogs, baboons, various species of monkeys and birds and herds of domesticated goats, sheep and cattle.



The climate is characterized by long, dry (September to May) and short, rainy (June to August) seasons in a subtropical regime. In Kédougou, the nearest centre with recorded weather data, the highest temperatures are in March to May and range from highs of 31°C to 41°C. The lowest temperatures occur in December and January when highs range from 17°C to 26°C. The mean annual rainfall is 1130mm. The annual harmattan is a dry wind that blows from the desert in the north resulting in dusty, hazy skies from December to February (McArthur, 2006)



Sabodala Property Location Map









Plant and Equipment



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



Regional and Local Geology



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



Three Early Proterozoic (Birimian) volcano-sedimentary sequences have been identified within the Kédougou-Kéniéba Inlier.  From west to east, these are the Mako, Dialé and Daléma Supergroups.  The Mako Supergroup, which entirely underlies the Sabodala Property, consists largely of mafic to intermediate flows and volcaniclastics, with a regional trend of 020o-040o.  On the west and northwest portions of the Property, a mafic to ultramafic igneous unit forms discontinuous thick intercalations within the volcanic sequences.  The Dialé Supergroup consists of thick successions of metasedimentary and metavolcanic rocks with a sub-horizontal to moderately inclined dip.  Greywacke is dominant, with local elongated lenses of polymictic conglomerate.  Mafic to intermediate flows, breccias and tuffs form extensive but discontinuous intercalations.  Rocks similar to these are found along the eastern portion of the concession.  The Daléma Supergroup is comprised of sandstones and shales which form thick successions with subvertical foliation striking NNW to NNE (Titaro and Laroux, 2001; Milesi et al., 1989).



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



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



In western Mali, several producing and construction-stage gold mines are associated with the Sénégal-Malian Shear Zone including Iamgolds Yatela and Sadiola mines, the Loulo mine of Randgold & Exploration and the Tabakoto mine of Nevsun Resources (McArthur, 2006).

The Sabodala Property is situated in the Early Proterozoic Mako mafic volcanic belt which is regionally metamorphosed to lower greenschist facies.  Locally, the metavolcanics are intruded by subvolcanic dolerite (microdiorite), gabbro sills and dykes, and porphyritic felsic dykes.

Splays of the Kakadian-Kérékoto Shear Zone pass through the Property and host MDLs Sabodala deposit as well as all other orogenic gold occurrences found in the area.  The MDL Sabodala Mine Shear Zone is approximately two kilometres wide and is identified by a subtle magnetic trend that extends beyond the MDL permit and transects the volcanic stratigraphy. Gold mineralization is focussed in shallow-dipping to flat-lying dilational breccia and vein zones within the shear zone.  Gold mineralization is controlled by several structures at high angles to one another forming three main mineralized domains.

Both brittle and ductile gold mineralization styles occur on the Property.  Most mineralization occurs within intense brittle veining, brecciation and alteration including both an early stage of quartz-albite-carbonate-pyrite veining and alteration and an overprinted later stage of quartz-sericite-ankerite veining and alteration.  Gold mineralization also occurs in the ductile Northwest shear within strongly deformed, sericite-altered volcanic host rock where it is associated with secondary pyrite.  In their November 18, 2008 news release, MDL announced a 3.51 million ounce gold JORC-compliant resource for the Sabodala and Niakafiri deposits.  The Sabodala deposit produced its first gold bar in March 2009.





Property Geology



Property-wide mapping of what is now the Property was carried out by BRGM in the early 1960s as part of a nation-wide 1:200,000 mapping program (BRGM, 1963a, b).  They defined an area of intrusive rocks in the west as part of the Kakadian Batholith, the central volcanic rocks as part of the Mako Supergroup and the sedimentary/volcanic sequence to the east as part of the Dialé Supergroup.  Dr. Chris Bonson of SRK Consulting has undertaken detailed structural geology studies on the principal exploration targets of the Property in order to better understand the fundamental controls on mineralization.  This work is ongoing and only preliminary conclusions have been drawn.

Due to the general lack of outcrop, detailed geology on the concession is poorly understood.  Based on magnetic data and limited outcrop exposure, the concession is interpreted to be underlain by a series of structurally bound slices of intrusive, volcanic and sedimentary stratigraphy thought to be part of the Mako Supergroup of Early Proterozoic Birimian age.  Magnetic data indicate that much of the laterite-covered plateau found in the western portion of the concession is underlain by foliated intrusive rocks, predominantly intermediate in composition (granodiorite).  These intrusives become structurally intercalated with tectonic slices of sheared mafic metavolcanics to the east.



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The central western Sabodala South area is interpreted to be a series of tectonic slices of veined, altered and sheared mafic and ultramafic metavolcanics with minor mafic intrusives which are intruded by several narrow felsic dykes. This sequence is host to gold mineralization at MDLs Sabodala and Niakafiri deposits. The central part of the concession surrounding the Sabodala deposit was mapped by Husson et al. (1987).  Three units were recognized, all possibly parts of the Mako Supergroup.  The bulk of the area is underlain by recessive, light-green, carbonate-altered andesitic metavolcanics which are locally brecciated or pillowed.  The andesites are flanked to both the east and west by narrow, sheared, jasper-bearing, intermediate to felsic, tuffaceous units (including fine-grained siliceous tuffs and chlorite-sericite crystal tuffs).  A metasedimentary unit occurs to the east of the tuffaceous sequence and has narrow, discontinuous interbeds of mafic metavolcanics and coarse conglomerate.  The distribution of intrusive rocks was not mapped, however, syntectonic, late-tectonic and post-tectonic granitoids have been reported by BRGM.  Four northeast- to north-northeast trending shear zones were mapped, two of which follow the andesite tuff contacts and two of which lie within the andesite unit.  Many of the gold occurrences are associated with these shear zones.

In the central part of the concession there is a thick sequence of massive, mafic metavolcanics, locally pillowed and/or brecciated.  Within the mafic metavolcanics is a core of massive, weakly-altered and pyritic, fine-grained diorite and fine-grained andesite.  These rocks are only weakly deformed except along their structural contacts.  The block has a unique magnetic signature distinct from other structural blocks.

To the east is a sequence of finer-grained, mafic metavolcanics and volcaniclastics sediments.  These rocks are strongly sheared and variably quartz-ferrocarbonate-sericite-albite-tourmaline-pyrite altered, hosting several zones of gold-quartz vein and breccia mineralization at Golouma West and Golouma South.  Further east the stratigraphy becomes dominantly sedimentary with abundant, strongly-deformed shale, siltstone and sandstone with local lenses of pebble conglomerate.  These sedimentary rocks are interpreted to be a turbidite sequence flanking the volcanic belt.  Local intercalations and discontinuous lenses of mafic metavolcanics are found within the sediments.  They are cross-cut by a few mafic and felsic dykes and are intruded locally by a foliated granodiorite intrusive at Mamakono.  The magnetic data indicates the presence of several small dykes and plutons, possibly associated with the Mamakono intrusive.

Due to the lack of outcrop Encom was contracted to produce a geological and structural interpretation of the Fugro airborne magnetic survey in 2005.  They identified a number of magnetically distinct areas.  The area west of Kobokoto has a unique high-amplitude response which corresponds to the granitoids of the Kakadian Batholith.  To the east, within the Mako volcanic belt, is a northeast-southwest oriented zone characterized by high-amplitude, short wavelength response in the magnetics.  This zone corresponds to a more massive, weakly deformed, mafic volcanic/intrusive portion of the belt.  In the north-eastern part of the concession, a number of discrete intrusives are interpreted, the largest located near Mamakono.

Encom interpreted a number of major structural shear zones which control the gross geologic pattern within the Property and are generally sub-parallel to the north-northeast trend of the Mako volcanic belt.  These structures are interpreted to be old thrusts along which terrain accretion has occurred.  The thrusts are interpreted to separate various portions of the stratigraphy with deep-seated intrusive rocks exposed in the west and successively younger thrust panels of the Mako volcanic belt found in the central and eastern parts of the concession.  In the east are strongly deformed turbiditic sediments with lesser, discontinuous lenses of mafic metavolcanics.  These rocks may be part of the adjacent Dialé Supergroup sediments or a dominantly sedimentary component of the Mako Supergroup.

Gold mineralization is closely related to a weaker set of belt-discordant structures trending 040o to 090o and 270o to 330o and a steeper northwest-trending set at greater than 330o.  The structural intersection between the belt parallel thrusts and the later cross-cutting structural trends are sites favourable for gold mineralization.

Since the original Encom study, on-going exploration and mapping have confirmed their interpretations.  Outcrops within the Property indicate the metavolcanic sequence strikes north-northeast (020°-040°) and dips steeply westward (-45° to -65°).  Several shear zones have been identified which cut across the metavolcanic stratigraphy and control gold mineralization at the Property.



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The Masato shear zone is approximately one kilometre wide and is characterized by a subtle magnetic trend that extends from Masato in the north, southward through MDLs Niakafiri deposit, to the Maki Medina/Goumbati area.  At the Masato zone, the shear has been traced for 1.8 kilometres by soil geochemistry, induced polarization (IP) ground geophysics, trenching and both core and reverse circulation drilling.

Subparallel to the Masato shear zone, and approximately 2.5 kilometres to the east, is the complex Golouma shear zone that is approximately one kilometre in width and several kilometres in length.  Within this complex zone of shearing, two major northeast trending and west dipping shear zones have been identified to date: the Golouma South shear and the Golouma Northwest shear.  Linking these two zones, is the east-west trending, south dipping Golouma West shear (McArthur, 2006).

Ferruginous, lateritic regolith material overlies 60% to locally 90% of the bedrock in the OJVG concession and includes soil, lateritic gravel, lateritic duracrust, mottled zone, saprolite and saprock.  This is overlain locally by recent sheet wash sediment.

Lateritic regolith material forms through the ferruginization and residual accumulation of iron, aluminum oxides and silica in the upper part of the residual regolith and usually comprises ferruginous duracrust and/or nodules.  This material generally occupies low rises, mesas and plateaus.  Locally it may be eroded and re-deposited some distance from the source areas.

Ferruginous lateritic regolith material is useful for geochemical sampling as gold and base metal elements become associated with the secondary iron oxides in this material.  Several studies have shown that the chemical composition of the lateritic residuum reflects that of the underlying bedrock (Cornelius and Anand, 2001). These studies show that specific elements Gold (Au), Silver (Ag), silica (Si), Aluminum (Al), Copper (Cu), Nickel (Ni) appear to be selectively enriched within non-magnetic material such as goethite and kaolinite while hematite- and magnetite-rich magnetic material are enriched in other elements (Iron (Fe), Arsenic (As), Tungsten (W),  Antimony (Sb), Bismuth (Bi), Chromium (Cr), Vanadium (V), Lead (Pb), Zinc (Zn)).



Mineralization

The geological setting at the Property is a sequence of deformed mafic to ultramafic, massive to locally pillowed, volcanic rocks metamorphosed to middle greenschist facies.  The Golouma West, Golouma South, Kerekounda and Masato gold zones host orogenic shear-hosted gold mineralization which has a complex genesis involving multiple phases of veining, alteration and deformation.  Gold mineralization was emplaced during episodes of hydrothermal activity associated with the reactivation of structures during the multiple phases of deformation.  Gold is associated with late-phase quartz-sericite-ankerite veining and silica-albite-carbonate-pyrite alteration.

The Property hosts multiple zones of orogenic gold with structural events being a major control in localizing mineralization.  Structures are overprinted by hydrothermal veining, brecciation and alteration events which, together, define the principle mineralized areas that are the current targets for exploration and evaluation.

Mineralization comprises pyrite-gold accompanied by trace base metals (sphalerite, galena, chalcopyrite and scheelite).  Alteration comprises quartz-carbonate-ferrocarbonate-albite-sericite-fuchsite-tourmaline.  Gold is generally fine-grained.  Visible gold, although rare, has been found to occur locally within all the mineralized zones.

Both brittle and ductile gold mineralization styles can be found on the concession.  The bulk of the gold mineralization is preferentially hosted in brittle veins, vein stockworks and breccias within silica-carbonate-ferrocarbonate-sericite-albite-fuchsite-tourmaline altered metavolcanic host rocks.  Ductile-type gold mineralization, when found, is most common within and adjacent to the various shear zones where it is distributed within the strongly sheared and sericite-altered metavolcanic host rock (McArthur, 2006).



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Niakafiri/Sabodala South, Maki Medina and Kobakoto



One of the primary exploration targets within the Property is the southern extension of MDLs gold deposit(s).  Regional prospecting and soil sampling conducted in the 1980s by BRGM defined three northeast trending structural zones extending from the Sabodala and Niakafiri deposits southward on to what is now the OJVG Sabodala Property.  This is an area of extensive laterite cover and outcrop is scarce.  Along trend, 2.7 kilometres to the south, is the Maki Medina showing, a single area of silicified, sheared, mafic metavolcanics which returned values as high as 67 g/t Au.  Further west is the Kobokoto target.  BRGM surface sampled and trenched a one to two metre wide quartz vein system along a 149 metre length.  Sample results were highly variable, ranging from 1.5 g/t Au to 63.5 g/t Au.  Trench results included 3.5 g/t across 3m and 4.5g/t Au across 3 metres.



The OJVG has completed IP geophysics and geochemical soil sampling which identified several northeast-trending coincident IP and gold-in-soil anomalies extending intermittently from the MDL mining concession boundary southward several kilometres. preliminary trenching identified several areas of deformed and quartz-carbonate-sericite-fuchsite-albite veined and altered mafic metavolcanics which gave positive gold results.



At the time of this Annual Report, interpretation and 3-D modelling of Niakafiri Southeast and Maki Medina was ongoing, in preparation for mineral resource estimation. The ongoing modelling work is based on 39 holes (23 RC and 16 DDH) and 51 holes (29 RC and 22 DDH) for Maki Medina and Niakafiri Southeast respectively. The mineralization at these areas has been traced by this drilling over a strike length of approximately 700 meters at Maki Medina (plus a southern zone defined over a strike length of roughly 200 meters) and approximately 650 metres at Niakafiri Southeast. Drill hole spacing over these areas is at 40 metres and reaches a depth of roughly 200 metres.



Golouma West



The geometry of the Golouma West deposit consists of two broadly east-west to east-southeast-west-southwest trending shear zone-hosted sheet-like bodies, which together have a total strike length of approximately 800 m, and a NNE-trending appendage, referred to as the West limb. In plan, the two E-W trending bodies are arranged in an en-échelon pattern, separated by approximately 70 m and overlapping by circa 170 m. The West limb is approximately 225 m in length and dips moderately to steeply towards the west.



The principal zone of mineralization at Golouma West changes orientation from E-W to NNE-SSW where it intersects a strong NNE-oriented shear zone. In this area, the West limb is currently open to the north and is being extended towards the Golouma Northwest zone: a series of thick, NE-oriented quartz-carbonate veins define the trace of the sheet-like body, which has similar mineralogical and alteration characteristics to Golouma West. To the east, the full extent of the mineralized body has not been defined. In section, the main mineralized zone dips 75-80° S, broadly parallel to the main E-W ductile cleavage. The West limb dips at an angle of 65°W, transitioning to ~45°W at depths of 200 m.



The mineralization has been systematically drilled-off to a depth of ~200 m below the surface (~40 m above sea level), with step-out holes intercepting mineralization down to a depth of ~320 m (~80m below sea level).



Mineralization is hosted by a highly deformed shear zone defined by a broad zone (20-50 m wide) of intensely cleaved metavolcanic rocks. In excavation trenches, anomalous gold values can be traced along strike of the shear zone. The highest strain zones coincide with sericite-carbonate altered rock, weathered to saprolite, and sometimes the presence of quartz-carbonate veins, 0.1 to 1.2 m in thickness. Veins tend to be steep but vary widely in their strike orientation, many having a NNE-trending strike orientation. The thickest veins are generally sub-parallel to the deformation fabric.



Gold mineralization is associated with areas of highly ductilely deformed metavolcanics which take on a cream, pale pink or buff colour due to intense hydrothermal alteration resulting in a principal alteration mineral assemblage of Fe-carbonate-sericite±quartz±feldspar ±pyrite. Alteration is broadly correlated to the intensity of the deformation fabric, with the strongest manifestations found in high strain domains, often adjacent to thicker quartz veins. Mineralogically the alteration is dominated by very fine grained dolomite and Fe-carbonates (>50%; Harris, 2006; 2007), usually with lesser amounts of fine grained sericite and quartz intergrowths. Plagioclase (albite) and potassium feldspar also occur within the assemblage, generally at lower abundances (<10%). Pyrite is commonly present as clusters and disseminations of fine to medium grained brass coloured grains. Anomalous gold values associated with the carbonate-dominated alteration assemblage define a deposit typically 5-10 m in true thickness; exceptionally the thickness may reach a maximum of ~40 m.



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Within the principal envelope of the E-W shear zone, gold grades are not uniform. Gold distribution exhibits a strong shoot control, with four major shoots evident plunging 60-80° to the west and west-southwest. These shoots are inferred to occupy the linear intersections between the E-W shear zone fabric and NNE-trending shear zones. Shoot-controlled mineralization remains open at depth in several areas of the deposit.



Golouma South



Golouma South occupies a NNE-oriented (025°-205°) ductile shear zone to the southeast of the Golouma area. Similar to the Golouma West and Northwest deposits, mineralization is sheet like, dipping 50° to 65°W. Mineralization has been defined for a strike length of approximately 480 m and down to 280 m below surface currently (~40 m above sea level). Currently, mineralization is open both at depth and laterally.



The deposit consists of one, two or three sub-parallel zones along any one particular section, coinciding with higher strain zones within the NE-oriented shear zone. Similar to Golouma West, excavation trenches indicate that gold is associated with the highest strain parts of the shear zone, corresponding to areas of powdery white saprolite and the presence of quartz veins >0.1 m in thickness. Veins are predominantly oriented parallel to the shear fabric and tend to be localised on the margins between high and low strain domains.



Host rocks at Golouma South are similar mafic volcanic rocks as at Golouma West, but have a tendency to be slightly more massive. In the sidewalls of the main mineralized bodies, the intensity of the NE-oriented foliation decreases. These foliations transition into zones of E-W oriented, subvertically-dipping slatey or schistose foliation, often crenulated along a NE-axis. Alteration consists of the same basic Fe-carbonate-sericite-quartz±feldspar ±pyrite assemblage as at Golouma South and, similarly, correlates well with strain intensity in the shear zone. High gold values correspond to intensely altered areas particularly where quartz-carbonate veining is present. The true thickness of mineralized zones varies from approximately 2.5 m to 20 m, but typically falls in the 5 to 12 m range.



Gold distribution is more uniform than at Golouma West, however the presence of at least one shoot is noted, which plunges steeply towards the WSW. The shoot is thought to correspond to an intersection between the NE-oriented shear zone and a zone of intense E-W shearing.



Approximately 50-100 m to the west of the mineralized zone, a circa 5 m wide pale pink felsic dyke intrudes the hangingwall of the deposit. The dyke parallels the Golouma South deposit, dipping towards the west and is only weakly deformed.



Kerekounda



The Kerekounda deposit is currently considered part of the Golouma group of deposits due to its proximity and similarity in the styles of mineralization. Kerekounda is located approximately 900m north of the Golouma South NE zone or roughly 1.5 km NNE of the main zone of Golouma South.



At the cut-off date of the assay data received, mineralization at Kerekounda had been defined over an approximate strike length of 170 metres in a NW-SE orientation and down dip for approximately 230 metres.  These zones were at the time based on 27 drill holes (15 RC and 12 DDH), while an aggressive drilling campaign was ongoing which was continuing to extend the mineralization visually at depth and along strike.



The main zone of the deposit as defined at the time comprised mainly a quartz vein (or at times zone of quartz veining) which locally carries high gold values typically associated with coarse visible gold.   This main zone has been historically mined by means of an open cut which has been mentioned in the history section of this report.  No accurate historical records are available that detail the tonnage or grade of the material removed by this open-cut. Two sub-parallel zones of mineralization exist which are lower in gold grade and similar to the style of mineralization on Golouma West and South.



The zones as currently defined can range from 0.5m to as much as 7 m locally in true width.



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Masato



The Masato deposit is located in the north-central area of the Sabodala concession, approximately 6 km north of the Golouma area and 1.5 km east of the MDLs Sabodala deposit. The deposit has a NE-trending (010°-190°) strike and dips moderately (45°-65°) to the west. Oromin have defined the deposit over a strike length of 2,100 m using excavation trenches and drilling. To the south, the deposit has been defined up to the border with MDLs property, but to the north, the deposit remains open. At present, mineralization has been systematically drilled to a depth of approximately 220 m below the surface (~20 m above sea level). It remains open at depth along most of its strike length.



Gold is hosted by a complex NNE-SSW to N-S oriented shear zone along the axis of the Main Transcurrent Shear Zone. The host rocks consist of strongly ductilely deformed greenschist facies metabasalts and ultramafic, units strongly altered by an Fe-carbonate-sericite-fuchsite±quartz±pyrite mineral assemblage. The presence of fuchsite (Cr-mica) is only seen in the mafic to ultramafic units at Masato, where it imparts a bright green colouration. However, the most intensely altered zones are usually carbonate-quartz-pyrite-dominated and appear pale (salmon) pink to cream in colour; fuchsite appears insignificant. The most intense alteration is often associated with the presence of an intense crenulation cleavage.



In detail, the Masato zone consists of between 2 and 5 separate mineralized zones over a distance of up to 90 m. Each mineralized zone typically ranges between 1-10 m true thickness. Anomalous gold values are associated with intensely altered zones dominated by the presence of carbonate, silica and pyrite. Some textural evidence, suggests this phase of mineralization is associated with a relatively late stage of the overall deformation framework.



The Masato zone hosts multiple generations of mineral veins. Early white-grey coloured quartz-feldspar veins are commonly highly deformed and do not possess anomalous gold values. Quartz-carbonate veins up to 0.5 m in thickness are relatively commonplace in the highly altered areas of the Masato Zone. The veins dip to the west and strike broadly parallel to the main trace of the deposit. Similar to Golouma South, felsic dykes occur in close association with mineralization at Masato.



Exploration Program 2005  Financial year ending February 28, 2006



The 2005 exploration program comprised two phases. The first phase, undertaken from April to June, was an initial evaluation of the areas at Golouma and Niakafiri-Sabodala South. Initially, a topographic base of the concession was completed using ground-based GPS in conjunction with Quick-bird high resolution satellite imagery. In early May, 6242 line kilometres of ultra-high resolution MidasTM II helicopter-borne magnetic and radiometric survey were completed. Encom Technology (Pty) Ltd. of Sydney, Australia produced a geological and structural interpretation of the Fugro airborne magnetic data.  Fieldwork included:



·

200 kilometres of GPS-controlled picket/flag grid location

·

collection of 3,895 soil samples

·

66 kilometres of ground magnetics

·

119 kilometres of IP geophysics

·

31 hand trenches totalling 706.7 metres

·

32 mechanical excavation trenches totalling 2956 metres.



Initial positive results confirmed previous work by BRGM, outlining 17 new IP and geochemical anomalies as well as positive results from excavator trenching at Golouma.



Exploration Program 2006  Financial year ending February 28, 2007



The 2006 exploration program, a continuation of work from the previous year, was conducted from the newly constructed camp near Maki-Medina village on the exploration concession. Property-wide reconnaissance exploration continued with grid-based soil sampling and IP geophysics. Simultaneously, follow-up soil sampling, IP, and hand and excavator trenching was completed at Golouma, Masato and Niakafiri-Sabodala South prior to the commencement of diamond drill evaluation in late January.  The program comprised:



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·

800 kilometres of GPS-controlled picket and flag grid location

·

800 kilometres of soil sampling yielding 22,696 samples for analysis

·

116.5 kilometres of deep-penetrating IP by contractor, Sigma Geophysics

·

675 metres of hand trenching in 30 trenches (TRH 31 - 61)

·

14.9 kilometres of excavator trenching in 119 trenches (TRX 33-152)

·

11,670 metres of diamond drilling in 70 holes (SAB DDH 1-70)

·

1,143 metres of reverse circulation drilling in 10 holes (SAB RC 1-10)



The 2006 exploration program identified 13 new gold-in-soil geochemical and IP geophysical targets.  Very positive results obtained from trench and drill evaluation of Golouma West, Golouma South, Niakafiri and Masato have confirmed, expanded and defined these mineralized zones.



By December 30, 2006, a total of approximately USD$11 million had been expended by the OJVG on the Sabodala Property, thus meeting, and exceeding, the Mining Convention requirements of a USD$8 million expenditure before April 17, 2007.



Exploration Program 2007  Financial year ending February 29, 2008



The 2007 exploration program saw the initiation of detailed 40-metre spaced reverse circulation and core  drilling designed to evaluate mineralized zones of interest, beginning with Golouma South and Golouma West, to provide data for a preliminary resource calculation.  In addition the Company continued a property-wide evaluation using geochemistry, geophysics and trenching.

The program comprised:



·

37 kilometres of Induced Polarization Geophysics

·

350 kilometres of GPS controlled picket/flag grid

·

11,700 soil samples

·

19,294 metres of excavator trenching (TSX 153-263)

·

24,796 metres of core drilling in 114 holes (SAB-07-71 to 185)

·

30,026 metres of reverse circulation drilling in 174 holes (RC-SAB-07-11 to 186)



Positive results from trenching and drilling (both core and reverse circulation) at Golouma West have outlined mineralization along a 1,500-metre strike length to an average depth of 300-metres.



Positive results from trenching and drilling (both core and reverse circulation) at Golouma South have outlined mineralization along a 1,000-metre strike length to an average depth of 200-metres.



Positive results from trenching and drilling (both core and reverse circulation) at Masato have outlined mineralization along a 1,800-metre strike length to an average depth of 150-metres.



Prioritization of numerous other mineralization targets continues as a focus of the regional exploration programs.  Geochemical sampling (soils), trenching (hand and excavator), geological mapping and ground geophysics have been utilized in varying degrees with positive results at:  Niakafiri, Maki Medina, Korolo, Sekoto, Maleko, Dendifa West, Kinemba and Mama Kono targets.  Many of these targets are approaching drill readiness for either initial testing, or follow-up to preliminary drill testing (Niakafiri and Maki Medina).



Exploration Program 2008 Financial year ending February 28, 2009



The 2008 exploration program on the Sabodala concession included soil sampling, excavator trenching and extensive RC and diamond drilling for exploration and resource estimation purposes.  The soil sampling comprised 5,581 samples designed to cover regional exploration targets and to refine already established gold-in-soil anomalies. Fourteen excavator trenches (TRX-264-277) totalling 1,635 metres were completed in the areas of Golouma South and West, Masato and Niakafiri Southeast.  RC drilling comprised 60,495 metres in 331 holes (RC-SAB-08-184, 187-511) at nine different deposits/occurrences while diamond drilling totalled 47,933.17 metres in 243 holes (DH-SAB-186 to 412 and 13 RC hole extensions) at eleven separate deposits/occurrences.





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The majority of soil sampling conducted in 2008 was designed to refine or extend already established gold-in-soil anomalies.  Infill sampling in the Golouma area refined a prominent anomaly centred at Golouma Northeast and extending toward the Golouma South deposit.  The anomaly measured approximately 225 by 500 metres and contained abundant samples assaying >500 ppb Au.  This anomaly was followed up by several drill holes which returned discrete, anomalous gold assays; portions of the anomaly remain to be drilled.  Immediately north, a grid over the Kerekounda deposit defined an anomaly overlying the deposit which aided in the selection of drill targets for the subsequent resource estimation.  Additional anomalous soil samples in the Kerekounda grid are discrete and do not define a contiguous anomaly.  Soil sampling to the southwest of Golouma South helped define the southern extents of the deposit and refined the Cloverleaf occurrence with an approximate 100 by 300 metre anomaly of >100 ppb Au samples.  The Cloverleaf was subsequently trenched and drilled in 2008.



Infill sampling at Maki Medina followed up on previous trenching and limited drilling at the occurrence.  The foremost anomaly measured approximately 130 by 600 metres and comprised samples ranging from 200-300 ppb Au; the grid was followed up by drilling in 2008.  Sampling work north of Masato attempted to extend the known mineralization and defined a weak to moderate anomaly with most samples registering <100 ppb Au; trenching and drilling were not conducted within the soil sampling area in 2008.  A relatively small 200 by 500 metre soil sampling grid extended the Sekoto mineralization southward with approximately one-third of the samples returning gold values >200 ppb.  Portions of the anomaly were drill tested in 2008.



The lone reconnaissance soil grid was sampled in the northeast corner of the concession starting several hundred metres east of the Maleko occurrence.  This grid covered roughly 5 km2 returning mostly poor results.  Of note were two anomalous samples within 150 metres of each other that assayed 590 and 1230 ppb Au, centred at 823770E and 1463200N.



The fourteen trenches excavated in 2008 ranged from 32 to 302 metres in length and were located at four of the deposits on the Property.  Each trench was surveyed, geologically mapped and sampled along one metre intervals over the entire length of the trench.





Golouma South yielded the best results with significant intersections in all three southeast-striking trenches.  These trenches were characterized by sheared, massive and saprolitic mafic volcanic rocks and basalts, with variably developed carbonate alteration, and lesser felsic dykes and quartz veins.  Trench TRX-264 reported 14 metres (from 45-59 m) of 4.14 g/t Au hosted in sheared mafic volcanic rocks.  Further to the south, trench TRX-265 produced 13.67 g/t Au over 12 metres (87-99 m) including 20.67 g/t Au over 7 metres (91-98 m) in carbonate-altered, massive mafic volcanic rocks.  South of TRX-265, trench TRX-266 yielded two discrete intercepts of 3.9 g/t Au over 3 metres (45-48 m) and 2.71 g/t Au over 2 metres (53-55 m) in a basalt host.



The Golouma West trench TRX-271 produced a 2 metre (95-97 m) intersection of 3.52 g/t Au with proximal samples up to 2,860 ppb Au in altered saprolite.  Additional positive results from the trenching program were limited to discrete, individual samples including metre long samples assaying 4.15 and 5.97 g/t Au in trenches TRX-268 and 270, respectively.



Reverse circulation drilling during the 2008 exploration program on the Property consisted of 60,495 metres in 331 holes (RC-SAB-08-184, 187 to 511).  This drilling occurred at nine deposits/occurrences including Golouma South, Golouma West, Kerekounda, Korolo, Maki Medina, Masato, Niakafiri Southeast, Sabodala North and Sekoto.



Diamond drilling on the Property in 2008 included 45,667.84 metres in 230 holes (DH-SAB-08-186 to 412) plus an additional 2,265.33 metres in 13 RC hole extensions for a total of 47,933.17 metres.  This drilling was carried out on eleven different occurrences/deposits including Cloverleaf, Golouma South, Golouma West, Goumbati West, IP Zone, Kerekounda, Maki Medina, Masato, Niakafiri Southeast, Sabodala North and Sekoto.





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The majority of 2008 drilling was directed towards attaining sufficient data density for resource estimations at the Golouma South and West, Kerekounda, Masato, Maki Medina and Niakafiri Southeast deposits.  Exploration drilling was conducted at numerous additional occurrences which had little to no historic drill tests.



Drilling at Golouma South totalled 11,786.01 metres, including RC, diamond and RC hole extensions.  This drilling was conducted over a one kilometre strike length but primarily focused on a 500 metre long area for the resource definition.



Encouraging results were attained at both extremities of the one kilometre strike length including RC-SAB-08-265 which returned 12.62 g/t Au over 5 metres to southwest and RC-SAB-08-268 which returned 7.4 g/t Au over 5 metres and 13.08 g/t Au over 6 metres to the northeast.  Within the resource definition drilling, holes DH-SAB-08-188 and 316 highlighted the high-grade nature of some of the mineralization at Golouma South.  Hole DH-SAB-08-188 returned shallow assays of 10.95 g/t Au over 12 metres from 7-19 metres depth.  Hole DH-SAB-08-316 helped confirm depth continuity of mineralization with an intersection of 15.01 g/t Au over 5 metres from 199-204 metres depth and 5.26 g/t Au over 9 metres from 211-220 metres depth.



The Golouma West deposit also saw extensive drilling in 2008 totalling some 17,569.21 metres in RC, diamond and RC hole extensions.  Drilling to the east and west of the main deposit area produced positive results at shallow and deep intervals.  Drill hole DH-SAB-08-229 was drilled at the eastern extent of Golouma West and assayed 16.39 g/t Au over 5 metres from 14 metres depth.  Some 700 metres to the west, at the opposite extent of the Golouma West deposit, drill holes DH-SAB-08-226 and 371 returned assays of 5.66 g/t Au over 19 metres form a 163 metre depth and 5.83 g/t Au over 7 metres from a 369 metre depth, respectively.  Drill hole DH-SAB-08-240 highlights additional deep mineralization with 11 metres of 2.82 g/t Au from 385 metres depth within the bulk of the deposit.  Recent shallow drilling within the resource area assayed 8 metres of 14.57 g/t Au from 45 metres depth in RC-SAB-08-216.



The Kerekounda deposit is present 1.5 kilometres north of Golouma South and is the site of minor historic production.  Having recognized the high-grade nature of gold mineralization and the potential for remaining resources at Kerekounda, the OJVG drilled 5,022.84 metres in RC and diamond drill holes in 2008.  By the end of 2008 the drilling had defined a zone of mineralization approximately 250 metres long striking northwest-southeast.  Two RC holes near the northwest extent of mineralization returned deep gold intersections including 10 metres of 7.15 g/t Au from 112 metres depth (RC-SAB-08-458) and 9 metres of 11.26 g/t Au from 190 metres depth and 11 metres of 4.5 g/t Au from 203 metres depth (RC-SAB-08-480).  Approximately 120 metres to the southeast diamond drill holes DH-SAB-08-376 and 378 returned 9 metres of 15.51 g/t Au from 46 metres depth and 7 metres of 12.87 g/t Au from 35 metres depth, respectively.



Masato is located 1.2 kilometres due east of MDLs Sabodala gold deposits. The Masato deposit is defined by a strong gold-in-soil geochemical anomaly that has been measured to be a minimum of 2,600 metres in length by up to 1,200 metres in width. Since the initial NI 43-101 resource estimation, the majority of the OJVG drilling has been focused upon the Masato deposit. In 2008, a total of 52,014.56 metres of drilling was completed in RC, diamond and RC hole extensions.  Masato has been drilled over a 2 kilometre strike extent and to depths exceeding 200 metres with mineralization open both laterally and vertically. Drill hole DH-SAB-08-293 returned assays of 1.69 g/t Au over 15 metres at a depth of 134 metres and 5.79 g/t Au over 10 metres at a depth of 189 metres. Hole RC-SAB-08-410 returned 1.12 g/t Au over 8 metres at a depth of 33 metres.  Hole RC-SAB-08-208 graded 3.30 g/t Au over 20 metres at a depth of 164 metres.



The Maki Medina deposit is situated 2 kilometres southwest from the Niakafiri deposits and theorized to be a southward extension of the regional structure which controls the Masato and Niakafiri deposits. The Maki Medina deposit is coincident with a gold-in-soil geochemical anomaly that covers approximately 1.2 kilometres in strike extent, of which the central 900 metres has been partially tested by wide spaced initial drilling. The 2008 drilling program for Maki Medina included 4,667.08 metres in RC and diamond drill holes. Drill hole DH-SAB-08-394 returned assays of 2.51 g/t Au over 13 metres at a depth of 105 metres including 3.92 g/t Au over 6 metres.





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Niakafiri Southeast is located on an approximate 8 kilometre structural trend of which the Masato deposit represents the northern portion and Niakafiri Southeast likely a direct extension of MDLs Niakafiri deposit. Having recognized the potential of Niakafiri Southeast to be a significant gold deposit, the OJVG proceeded with grid-based drilling in 2008 for a total of 10,701.14 metres in RC, diamond and RC hole extensions. Results from the 2008 drilling suggest that the gold mineralization at Niakafiri Southeast is comparable to that observed at the Masato deposit. The 2008 drilling has revealed multiple, sub-parallel mineralized horizons within a broad structurally controlled alteration zone.  Hole RC-SAB-08-473 returned assays of 2.28 g/t Au over 37 metres from 2 metres depth including 6.37 g/t Au over 8 metres. RC hole RC-SAB-08-494 returned assays of 6.09 g/t Au over 7 metres from a depth of 32 metres. This hole also returned assays of 1.44 g/t Au over 5 metres at a depth of 171 metres, 1.35 g/t Au over 8 metres at a depth of 189 metres and 1.52 g/t Au over 55+ metres at a depth of 210 metres. This hole reached maximum depth while remaining in Au mineralization. Results from the 2008 drilling at the Niakafiri deposit demonstrate continuity of mineralization along both strike and depth.



In 2008 the Company began drill-testing several of the numerous exploration targets beyond the deposits described above. These exploration targets were identified by geochemical results from soil sampling and trench sampling.



The Cloverleaf target is located approximately 1.25 kilometres southwest of the Golouma South deposit. The Cloverleaf target is defined by a 1,000-metre portion of the 3,000-metre Golouma South gold-in-soil geochemical anomaly. Excavator trenching results from the Cloverleaf target included 6.48 g/t gold over 7 metres. Drilling at Cloverleaf totalled five diamond holes with 1,296.6 metres completed in 2008. Four of the holes intersected favourable alteration, shearing, veining and mineralization appearing similar to that observed at both the Golouma South and Golouma West gold deposits.



Goumbati West is located approximately 5.5 kilometres and 10 kilometres southwest from the Golouma and Masato deposits, respectively. Five diamond drill holes were drilled in 2008 totalling 393.58 metres with drill hole DH-SAB-08-252 returning an assayed value of 2.58 g/t Au over 3 metres.



One diamond drill hole was completed in 2008 at the IP Zone reaching a depth of 175.87 metres. It is located approximately 650m east of the Golouma South deposit.



The Korolo target is located approximately 3 kilometres northeast of the Golouma area and was originally identified by initial trench sampling. A total of six reverse circulation drill holes were completed in 2008 totalling 887.0m.



A total of 11 RC and diamond drill holes were completed at the Sabodala North target totalling 2,809.88 metres; located approximately 6.25 kilometres north of the Masato deposit.



Hole DH-SAB-08-260 reported the best intersection comprising 6 metres of 2.22 g/t Au from 237-243 metres core depth.



Sekoto is located 4 kilometres northwest from the Masato deposit. Drilling at Sekoto totalled five holes with 1,105.4 metres, including both RC and diamond drilling. Two RC holes and one diamond hole drilled returned anomalous gold values. RC-SAB-08-363 assayed 1.15 g/t Au from 170-187 metres, and RC-SAB-08-364 assayed 2.09 g/t Au from 53-58 metres. Diamond drill hole DH-SAB-08-274 assayed 1.29 g/t Au from 129-133 metres.



The 2009 exploration program exploration program is designed to enable the undertaking and completion of a Pre-Feasibility Study based on the multi-deposit scenario which exists at Sabodala.  The 2009 budget for the Sabodala Project is USD$28 million (of which the Companys portion is USD$14 million), which exceeds the USD$12 million required to be expended before December 22, 2009 pursuant to the Sabodala Mining Convention.



Technical Report dated January 15, 2009



On June 8, 2009 the Company filed with regulatory agencies in Canada a report dated January 15, 2009 titled Technical Report For Sabodala Property, Senegal, West Africa completed by APEX Geoscience Ltd. (APEX) of Edmonton, Alberta (the APEX Report).  This report summarized the work on the Sabodala Property by the Company and/or OJVG and/or OJVG Ltd. from the commencement of exploration activities in 2005 through December 31, 2008. The principal purposes of the report were 1) to provide an updated inferred in-situ resource estimate for the Golouma West, Golouma South, Kerekounda and Masato deposits, and 2) to provide recommendations for further work. The report was prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Properties, which is the disclosure policy governing mineral projects specified by the securities regulatory agencies in Canada.





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The rules of the SEC do not allow the publication of inferred resources associated with a mineral exploration project; accordingly, the conclusions in the APEX Report about inferred resources are not included in this Annual Report.



Doing Business in Sénégal



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



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



Sénégals principal political party was for 40 years the Socialist Party.  Its domination of political life came to an end in March 2000, when Abdoulaye Wade, the leader of the Sénégalese Democratic Party (PDS) and leader of the opposition for more than 25 years, won the presidency.  Under the terms of the 2001 constitution, future presidents will serve for 5 years and be limited to two terms.  Wade was the last President to be elected to a 7-year term and was re-elected in March 2007 to a second term expiring in 2012.



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



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



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



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





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



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



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



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



Carneirinho Property, Brazil



The Company and Lund Gold Ltd. (Lund) formerly held an option to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property was structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company must pay the vendor USD$50,000 on or before April 30, 2005 (paid), USD$100,000 by April 30, 2006 (paid), USD$200,000 by April 30, 2007 (paid) and a total of US$1,400,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company were required to pay the vendor an additional US$6,000,000 on or before April 30, 2010.



By an agreement dated March 12, 2007 between the Company and Lund, the Company sold all of its interest in the Carneirinho Property to Lund in consideration of the issuance to the Company of 1,197,906 common shares of Lund, consideration reflecting the amount that the Company had spent on acquisition, exploration and development of the Carneirinho Property.



ITEM 4A.

UNRESOLVED STAFF COMMENTS



None.





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ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.

Operating Results



The Company is in the business of exploring its resource properties, with the primary aim of developing them to a stage where they can be exploited at a profit.  The Company does not currently have any producing properties and its current operations are exploratory searches for minerals or hydrocarbons.



During the fiscal year ended February 28, 2009, the Companys principal activities consisted of a) continuing the exploration of its Sabodala mineral property in Sénégal, and b) carrying out direct and indirect exploration costs   on its Santa Rosa oil and gas property in Argentina preparatory to drilling a test well subsequent to that fiscal year end. As set out in Note 5 to the financial statements, on an accrual basis the Company expended $16,835,443 as its share of costs of the Sabodala project and $2,210,315 on the Santa Rosa project. Each of these amounts was materially greater than in the previous fiscal year, or any other recent fiscal year. These levels of expenditure reflected an accelerating level at Sabodala as that project proceeded towards a preliminary feasibility study scheduled for completion in August 2009, and an accelerating level at Santa Rosa as that project proceeded towards the drilling of a test well, which became a prime objective upon the granting of a governmental decree by the Province of Mendoza April 30, 2008.



During the fiscal year ended February 29, 2008, the Company was engaged primarily in the exploration of its Sabodala mineral property in Sénégal while awaiting exploration permitting from governmental authorities for its Santa Rosa oil and gas property in Argentina  a permit subsequently granted by the government decree of April 30, 2008.



During the fiscal year ended February 28, 2007, the Company was similarly primarily engaged in the exploration of its Sabodala mineral property in Sénégal while awaiting exploration permitting from governmental authorities for its Santa Rosa oil and gas property in Argentina. The slow pace in permitting was attributable principally to the fact that Argentinean government authorities at both the federal and provincial levels had been focused in recent years on a transfer of jurisdiction over hydrocarbon resources from the national government to the provincial governments. This process came to fruition in January 2007 with the formal transfer of jurisdiction. The provincial governments at that point began to focus on developing their capacities to manage the newly transferred resources.



As at February 28, 2009, the Company had incurred net acquisition and exploration costs of $36,759,620 with respect to its Sabodala Property in Sénégal, an increase of $16,835,443 from the prior years net investment. The major components of fiscal 2009 expenditures are set out in Note 5 to the financial statements and are as follows:drilling costs of $7,189,120 or 43% of the total; sample analysis costs of $2,111,989 or 13% of the total; camp operation costs of $1,692,971 or 10% of the total; a corporate services fee of $1,656,035 or 10% of the total; contractor and geological staff costs of $1,375,398 or 8% of the total; and engineering costs, associated with the preliminary feasibility study, of $1,038,643 or 6% of the total.  The proportions and allocations of these costs are broadly similar to the prior fiscal year. During the fiscal year ended February 28, 2009, the Companys exploration program on the Sabodala concession included soil sampling, excavator trenching and extensive RC and diamond drilling for exploration and resource estimation purposes.  The soil sampling comprised 5,581 samples designed to cover regional exploration targets and to refine already established gold-in-soil anomalies. Fourteen excavator trenches totalling 1,635 metres were completed in the areas of Golouma South and West, Masato and Niakafiri Southeast.  RC drilling comprised 60,495 metres in 331 holes at nine different deposits/occurrences while diamond drilling totalled 47,933 metres in 243 holes at eleven separate deposits/occurrences. A detailed summary of fiscal 2009s exploration work is found above under the heading Property, Plants and Equipment   Sabodala Property, Sénégal   Exploration Program 2008 Financial year ending February 28, 2009.





The focus of the drilling continued to be at the Goulouma West, Goulouma South and Masato deposits, and in addition at the Kerekounda deposit, in preparation for the initial resource calculation which was published on July 24, 2008 and for the first update to the resource calculation which was published February 27, 2009. In addition, initial drilling began at several new targets. The pace of exploration once again increased significantly in fiscal 2009 and the Company expects the level of exploration to continue at this level in fiscal 2010 as the preliminary feasibility study is completed and as further resource delineation continues. In particular, engineering costs associated with the preliminary feasibility study are expected to increase materially in fiscal 2010.





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As at February 29, 2008, the Company had incurred net acquisition and exploration costs of $19,924,177 with respect to its Sabodala Property in Sénégal, an increase of $10,412,220 from the prior years net investment. The major components of fiscal 2008 expenditures are set out in Note 5 to the financial statements and are as follows:drilling costs of $4,649,594 or 45% of the total; sample analysis costs of $1,291,653 or 12% of the total; a corporate services fee of $1,224,622 or 12% of the total; contractor and geological staff costs of $1,089,405 or 10% of the total; and camp operation costs of $1,019,666 or 10% of the total.  During the fiscal year ended February 29, 2008, the Company carried out in-fill soil geochemical sampling, continued an extensive excavator trenching and sampling program, completed additional ground geophysics and geological mapping and prospecting, and completed the 75,000-metre reverse circulation and core drilling program. The focus of the drilling was at the Goulouma West, Goulouma South and Masato deposits, in preparation for the initial resource calculation which was published on July 24, 2008. In addition, initial drilling began at several new targets. The pace of exploration increased significantly in fiscal 2008 as this project matured.



As at February 28, 2007, the Company had incurred net acquisition and exploration costs of $9,511,957 with respect to its Sabodala Property in Sénégal, an increase of $7,715,495 from the prior years net investment.  The major components of fiscal 2007 expenditures were as follows: camp operation costs of $2,222,055 or 29% of the total; drilling costs of $2,056,906 or 27% of the total; contractor and geological staff costs of $1,702,978 or 22% of the total; and sample analysis costs of $945,873 or 12% of the total.  During the fiscal year ended February 28, 2007, the Company carried out property-wide soil geochemical sampling, extensive excavator trenching, ground geophysics, geological mapping/prospecting and completed an initial 10,000-metre drilling program. In addition, the Company initiated a 75,000-metre reverse circulation and core drilling program targeting a variety of gold targets throughout the Sabodala Property.



As at February 28, 2009, the Company had incurred acquisition and exploration costs of $3,532,644 with respect to its Santa Rosa Property in Argentina, an increase of $2,210,315 from the prior year. The major components of fiscal 2009 expenditures are set out in Note 5 and are as follows: acquisition costs $707,636 or 32% of the total; contractor and geological staff costs of $499,254 or 23% of the total; tenure payments and mineral bond costs of $395,397 or 18% of the total; and land and legal costs of $241,038 or 11% of the total. This pattern of costs is consistent with a) payments made to Surge to acquire back Surges 17.52% interest in the project as set out under Property, Plants and Equipment  Santa Rosa Property, Argentina; and b) our expenditures to prepare for drilling of the test well which took place in July 2009.



As at February 29, 2008, the Company had incurred acquisition and exploration costs of $1,322,329 with respect to its Santa Rosa Property in Argentina, an increase of $257,029 from the prior year. Total expenditures were $391,442 before costs recovered of $134,413. The major components of fiscal 2008 expenditures are set out in Note 5 and are as follows: contractor and geological staff costs of $127,753 or 33% of the total; travel and accommodation costs of $107,756 or 28% of the total; and land and legal costs of $90,996 or 23% of the total. This pattern of costs is consistent with our focus on activities towards the grant of the permitting decree which came to fruition in April 2008.



As at February 28, 2007, the Company had incurred acquisition and exploration costs of $1,065,300 with respect to its Santa Rosa Property in Argentina, an increase of $358,924 from the prior year. The major components of fiscal 2007 expenditures were as follows: land and legal costs of $153,561 or 43% of the total; presumptive minimum tax costs of $145,842 or 41% of the total; and contractor and geological staff costs of $43,077 or 12% of the total.



The Company follows the full cost method of accounting for oil and gas properties in accordance with the accounting guidelines published by the Canadian Institute of Chartered Accountants.  All costs of exploration and development of oil and gas properties are capitalized and accumulated in cost centers. This provides similar accounting outcomes as practices under US GAAP.



Early in March 2007 the Company incurred an additional acquisition cost of $118,891 with respect to the Carneirinho Property in Brazil, increasing its total investment in this project to $371,352. As described elsewhere in this report, the Company sold all of its interest in this project to Lund Gold Ltd., a company related by having a number of directors in common, by an agreement dated March 12, 2007 for consideration reflecting its total costs in the project.





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As at February 28, 2007, the Company had incurred acquisition and exploration costs of $252,461 with respect to its Carneirinho Property in Brazil, an increase of $208,440 from the prior year. As described elsewhere in this report, the Company sold all of its interest in this project to Lund Gold Ltd. by an agreement dated March 12, 2007 for consideration reflecting its total costs in the project.





Significant Accounting Policies



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



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



Resource properties



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



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



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



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



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





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Stock-based compensation



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





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



During the fiscal year ended February 28, 2009 the Company recorded interest income of $379,733, a foreign exchange gain of $923,267, project administration fees of $667,112 and a loss on sale of investments of $(440,973). During the fiscal year ended February 29, 2008 the Company recorded interest income of $735,172, a foreign exchange loss of $(204,934), and a loss on sale of investments of $(12,679).These items are highly variable depending on market valuations of investments held for trading and dispositions, if any, from the holdings. The decrease in interest reflects significantly lower treasury balances held since no financings occurred, together with diminishing interest rates associated with deteriorating financial markets. The foreign exchange gain arose on holdings of net assets in United States dollars during a period of continuing very high volatility in the exchange rate of that currency and an overall uptrend of the U.S. dollar. High volatility in the exchange rate is expected throughout fiscal 2010 and has been experienced to the date of this report.



Expenses for the fiscal year ended February 28, 2009 were $6,103,324, up significantly from $1,895,207 for the fiscal year ended February 29, 2008. By far the most significant increase was in stock-based compensation costs recognized upon a widespread grant of incentive stock options during the fiscal year. The principal increases in other cost centres were in professional and consulting fees, in office and rent costs, and in filing and transfer agent fees. These increases are commensurate with the increased scope and scale of the Companys exploration activities both in Sénégal and in Argentina, and with the costs of listing the Companys shares to trade on the Toronto Stock Exchange in December 2008. These levels are expected to continue during fiscal 2010. A significant reduction occurred in travel and public relations costs, as the Companys exploration results in Sénégal helped speak for themselves.



Net loss for the fiscal year ended February 29, 2008 was $4,574,185 or $0.07 per share as compared with a net loss for the fiscal year ended February 29, 2008 of $1,377,648 or $0.02 per share. The increase in net loss is attributable principally to the increase in stock-based compensation expense and to the other increased cost centres described in the preceding paragraph. The Company expects to continue to incur substantial net operating losses for the fiscal year ending February 28, 2010.



Fiscal Year Ended February 29, 2008 Compared to Fiscal Year Ended February 28, 2007



During the fiscal year ended February 29, 2008 the Company recorded interest income of $735,172, a foreign exchange loss of $(204,934), and a loss on sale of investments of $(12,679). During the fiscal year ended February 28, 2007 the Company recorded interest income of $271,912, a loss on the write-down of investments of ($677,888), a gain on sale of investments of $83,281, and a foreign exchange gain of $5,910.  These items are highly variable depending on market valuations of investments held for trading and dispositions, if any, from the holdings. The increase in interest reflects significantly higher treasury balances held as a result of large financings completed in the 2007 and 2008 fiscal years. The foreign exchange loss arose on holdings of net assets in United States dollars during a period of unprecedented volatility in the exchange rate of that currency and an overall downtrend of the U.S. dollar. High volatility in the exchange rate is expected throughout fiscal 2009 and has been experienced to the date of this report.



Expenses for the fiscal year ended February 29, 2008 were $1,895,207, up significantly from $1,485,098 for the fiscal year ended February 28, 2007. The principal increases in cost were in travel and public relations, in salaries and benefits, and in professional and consulting fees. These increases, as well as in other lesser cost centres, are commensurate with the increased scope and scale of the Companys exploration activities both in Sénégal and in Argentina. These levels are expected to continue during fiscal 2009.





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Net loss for the fiscal year ended February 29, 2008 was $1,377,648 or $0.02 per share as compared with a net loss for the fiscal year ended February 28, 2007 of $1,801,883 or $0.04 per share. The reduction in net loss is attributable principally to increased interest income and decreased investment writedowns more than offsetting the increased expenses described in the preceding paragraph.



Fiscal Year Ended February 28, 2007 Compared to Fiscal Year Ended February 28, 2006



During the fiscal year ended February 28, 2007 the Company recorded interest income of $271,912, a gain on sale of investments of $83,281, a loss on the write-down of investments of ($677,888) and a foreign exchange gain of $5,910.  During the fiscal year ended February 28, 2006 the Company recorded interest income of $32,837 and a foreign exchange loss of ($78,007). There were no items related to gains or write-downs of investments in the 2006 fiscal year. These items are highly variable depending on market valuations of investments held for trading and dispositions, if any, from the holding. The increase in interest reflects higher treasury balances held.



Expenses for the fiscal year ended February 28, 2007 were $1,485,098, down significantly from $2,657,356 for the fiscal year ended February 28, 2006. The principal reductions in cost were in stock based compensation, as a result of reduced vesting of stock options, and in loan interest, as there were no loans outstanding during the year. The principal cost increases were in travel and public relations costs and in professional and consulting fees, associated with increased activities in these cost centres.



Net loss for the fiscal year ended February 28, 2007 was $1,801,883 or $0.04 per share as compared with a net loss for the fiscal year ended February 28, 2006 of $2,702,526 or $0.09 per share.



B.

Liquidity and Capital Resources



As set out in Note 18, in June 2009 subsequent to the fiscal year end the Company completed a private placement financing for gross proceeds of $20,000,000. These financing proceeds are an example of the Companys sole external source of liquidity, namely, equity financings. During the last three financial years, the Company has had the benefit of gross proceeds of capital stock issued for cash of $15.7 million in fiscal 2007, $24.6 million in fiscal 2008, and 0.7 million in fiscal 2009. Combined with the year-to-date proceeds of $20.0 million in fiscal 2010, this represents a total of $61.0 million so raised in the 40 months March 2006 through June 2009.



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



The Company's exploration activities have been funded through sales of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations.  There can be no assurance, however, that the Company will be able to obtain required financing in the future on acceptable terms, or at all.  In the near term, the Company plans to continue its exploration activities on its currently held properties. Based on its existing working capital, the Company does not require additional financing for its currently held properties during the fiscal year currently under way.  The Company has not made use of any financial instruments for hedging purposes in the fiscal year ended February 28, 2009 or to the date of this report.  The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but plans and intends to incur significant additional exploration expenditures on its Sabodala Property and Santa Rosa Property during the fiscal year ending February 28, 2010.





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Management reviews annually the carrying value of the Companys interest in each resource property and, where necessary, properties are written down to the estimated recoverable amount determined on a non-discounted basis after giving effect to any property option agreements and cost recovery agreements.  Costs relating to properties abandoned are written off when the decision to abandon is made. Management concluded there was no impairment of resource property carrying values during the 2009 fiscal year.



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



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



February 28, 2009 Compared to February 29, 2008



At February 28, 2009, the Companys current assets totalled $6,828,825 compared to $26,683,481 at February 29, 2008.  The decrease is attributable to the Companys expenditures on resource projects financed from cash resources in existence at the prior year end which had arisen from financings carried out in fiscal 2008, and the fact that no major financings were carried out in fiscal 2009. During the same period, current liabilities remained essentially unchanged at $2,332,359 compared to $2,175,285, largely because payables from levels of exploration activities at the Companys Sabodala Property were at similar levels at both year end dates. Included in the Companys current liabilities were payables or accrued liabilities of $114,938 due to related parties arising from general and administrative expenses incurred with companies related by way of directors in common or from professional services rendered by directors of the Company. All such amounts are settled in the normal accounts payable cycle. The Company had working capital of at February 28, 2009 of $4,496,466 compared to $24,508,196 at February 29, 2008.  At both February 28, 2009 and February 29, 2008, the Company had no long-term debt.



At February 28, 2009, the Company had total assets of $49,368,607 compared to $48,205,346 at February 29, 2008.  The modest increase arises essentially from the modest increase in share capital during the period, details of which are set out in Note 7 to the financial statements.



Share capital as at February 28, 2009 was $58,528,199, up from $57,509,011as at February 29, 2008, again essentially due to the modest increase in share capital during the period, as set out in Note 7.



The Company's largest cash outflows in the fiscal year ended February 28, 2009 resulted, as is the case every year, from resource property expenditures of $20,226,527, an increase of 82% from the prior year. The most significant cash inflows in the year ended February 28, 2009 were provided by the exercise of options and warrants that generated cash proceeds of $693,098. The most significant contribution to cash resources in the year ended February 29, 2008 was provided by a large private placement of share capital, and the largest cash outflow in that year was, as usual, resource property expenditures, in lesser amounts than the 2009 fiscal year.





February 29, 2008 Compared to February 28, 2007



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





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At February 29, 2008, the Company had total assets of $48,205,346 compared to $27,405,610 at February 28, 2007.  The increase arises essentially from the private placement of share capital during the period, details of which are set out in Note 7 to the financial statements.



Share capital as at February 29, 2008 was $57,509,011, up from $34,635,509 as at February 28, 2007, again essentially due to the private placement of share capital during the period, as set out in Note 7.



The Company's largest cash outflows in the fiscal year ended February 29, 2008 resulted from resource property expenditures of $11,136,370. The most significant contribution to working capital in the year ended February 29, 2008 was provided by the sale of share capital that generated cash proceeds of $23,194,490. The most significant contribution to working capital in the year ended February 28, 2007 was also provided by the private placement of share capital, in lesser amounts, and the largest cash outflow in that year was also net resource property expenditures, also in lesser amounts than the 2008 fiscal year.



February 28, 2007 Compared to February 28, 2006



At February 28, 2007, the Companys current assets totalled $15,784,761 compared to $7,202,239 at February 28, 2006.  The increase is attributable to the excess of cash proceeds from the private placement of share capital over amounts added to resource property costs.  During the same period, current liabilities increased to $3,288,414 from $717,164 due to increased levels of exploration activities at the Companys Sabodala Property and to unexpended advances from a joint venture partner.  Included in the Companys current liabilities were payables or accrued liabilities of $47,683 due to related parties arising from general and administrative expenses incurred with companies related by way of directors in common or from professional services rendered by directors of the Company.  All such amounts are settled in the normal accounts payable cycle.  As a result, the Company had working capital of at February 28, 2007 of $12,586,347 compared to $6,485,075 at February 28, 2006.  At both February 28, 2007 and February 28, 2006, the Company had no long-term debt.



At February 28, 2007, the Company had total assets of $27,405,610 compared to $11,268,010 at February 28, 2006.  The increase arises from the private placement of share capital and increases in funds provided by trade creditors and a joint venture partner.



Share capital as at February 28, 2007 was $34,635,509, up from $19,964,141 as at February 28, 2006 due to the private placement of share capital.  During the fiscal year ended February 28, 2007, the Company issued 9,091,500 units at a price of $1.65 per unit to generate net proceeds of $13,609,604, each unit comprised of one common share and one half of a non-transferable two-year share purchase warrant, each whole warrant entitling the purchase of one additional common share of the Company at a price of $2.20 per share until December 7, 2008.  During the fiscal year ended February 28, 2007, the Company also issued 135,290 shares pursuant to the exercise of warrants to generate proceeds of $162,348 and 737,000 shares pursuant to the exercise of stock options to generate proceeds of $566,350.



The Company's largest cash outflows in the fiscal year ended February 28, 2007 resulted from net resource property expenditures of $7,073,098. The most significant contribution to working capital in the year ended February 28, 2007 was provided by the sale of share capital that generated cash proceeds of $14,715,444.  The most significant contribution to working capital in the year ended February 28, 2006 was also provided by the private placement of share capital, in lesser amounts, and the largest cash outflow in that year was also net resource property expenditures, also in lesser amounts than the 2007 fiscal year.



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



The Company prepares its financial statements in accordance with Canadian GAAP which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in conformity with US GAAP.  A reconciliation of several accounting measures from the Canadian GAAP basis to that of US GAAP together with a detailed narrative description is provided in Note 17 to the financial statements. The significant measurement differences between Canadian GAAP and US GAAP which affect the Companys financial statements are summarized as follows:





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Under US GAAP, deferred mineral exploration costs on properties at the stage of development as those held by the Company are charged to the statement of operations as incurred, while under Canadian GAAP such costs may be deferred and carried on the balance sheet.  Under Canadian GAAP for the 2007 fiscal period reported on, the investments held by the Company were recorded at the lower of cost and net realizable value.  Under US GAAP, this category of investments held by the Company were classified as available-for-sale securities and recorded at market value. The accumulated difference between cost and market value was recorded as part of comprehensive income.  Effective March 1, 2007 the Company adopted certain new Canadian accounting standards which had the effect of causing the accounting outcomes under Canadian GAAP to be the same as under US GAAP.



Had the Company presented its financial statements in accordance with US GAAP, its loss for the fiscal year ended February 28, 2009 would have increased by $16,835,443 and its loss for the fiscal year ended February 29, 2008 would have increased by $10,257,701, as set out in Note 17.



Outlook



In the near term, the Company plans to continue its exploration activities on its Sabodala Property and, subject to the identification of additional targets, at its Santa Rosa Property.  Based on its existing working capital as of the date of this report, the Company does not require additional financing for its currently held properties during the fiscal year currently under way.  The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but intends to incur significant additional exploration expenditures on its currently held properties during the fiscal year ending February 28, 2010.  In addition, the Company reviews acquisition proposals on a regular basis and, if an appropriate acquisition presents itself, the Company could, in the future, acquire additional mineral exploration or oil and gas properties.  None of the Companys resource properties are in production and, therefore, do not produce any income.



C.

Research and Development, Patents and Licenses, etc.



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



D.

Trend Information



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



E.

Off-Balance Sheet Arrangements



The Company has no off-balance sheet arrangements.



F.

Tabular Disclosure of Contractual Obligations



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



G.

Safe Harbour



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





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ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

Directors and Senior Management



Derek Bartlett



Mr. Bartlett is a director of the Company and is the lead director of the independent directors. He has worked as a geologist and exploration manager for a number of international mining companies since 1966.  Mr. Bartlett is a director of Cadman Resources Inc., Kingsman Resources Ltd., Newport Gold Inc., Saville Resources Ltd., Waseco Resources Ltd. And X-Cal Resources Ltd., as well he is currently the President of Newport Gold Inc. and Cadman Resources Inc. Mr. Bartlett is 70 years old.



Robert Brennan



Mr. Brennan is a director of the Company. He has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a CPA with Peat Marwick Mitchell, a predecessor firm of KPMG.  Mr. Brennan is 48 years old.



Ian Brown



Mr. Brown is the Chief Financial Officer of the Company, appointed April 15, 2007. He holds the degree Bachelor of Commerce and is a Chartered Accountant, the Canadian equivalent of a CPA.  He has been a financial executive with a wide array of public companies in the mining exploration industry since 1979. Mr. Brown is 61 years old.



Nell Dragovan



Ms. Dragovan is a director of the Company and is married to Mr. Idziszek.  She is a financier with a long, successful history of organizing and financing junior resource companies in Canada.  In 1980, she founded Corona Explorations which discovered the Hemlo gold deposits in Northern Ontario.  Ms. Dragovan is also a director of Madison Minerals Inc.  Ms. Dragovan is 59 years old.





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Chet Idziszek



Mr. Idziszek is a director and the President of the Company and is married to Ms. Dragovan. He has worked as a manager and senior geologist for a number of international mining companies since 1971.  In 1990, he received the Mining Man of the Year award in recognition of his vital role in the discovery and development of the Eskay Creek Deposits in Northwestern British Columbia. He also received the Prospector of the Year Award"in 1994, again in recognition of the major role he played in the discovery and development of the Eskay Creek Deposits, as well as for his leadership of the Company during its exploration and development of the Petaquilla copper-gold deposits in Panama. Mr. Idziszek is a senior officer and director of Madison Minerals Inc. and Lund Gold Ltd., and is currently a director of Cadman Resources Inc.  Mr. Idziszek is 62 years old.



David Mallo



Mr. Mallo is Vice-President, Exploration of the Company.  He holds the degree Bachelor of Science from Brandon University, has extensive public company experience and has served as a director of several publicly traded junior resource companies.  Mr. Mallo is 50 years old.



Robert Sibthorpe



Mr. Sibthorpe is a director of the Company.  Mr. Sibthorpe holds a B.Sc. in geology and an M.B.A. from the University of Toronto. He worked as a mining analyst and director of Yorkton Securities Inc. in Vancouver from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant. Mr. Sibthorpe is currently a director of Klondex Mines Ltd., Madison Minerals Inc. and TTM Resources Inc.  Mr. Sibthorpe is 60 years old.



J.G. Stewart



Mr. Stewart is a director and the Secretary of the Company. Mr. Stewart is a lawyer who has practised law in both private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law.  Mr. Stewart is a director and senior officer of Lund Gold Ltd., Madison Minerals Inc.  and Salmon River Resources Ltd.  Mr. Stewart is currently a director of Bayswater Uranium Corporation, Cascade Resources Inc., Paget Minerals Corp. and Kingsman Resources Ltd.  Mr. Stewart is 51 years old.



Douglas Turnbull



Mr. Turnbull is a director of the Company. Mr. Turnbull is a geologist and is the President of Lakehead Geological Services Inc. which provides geological consulting services for a number of Canadian private and public companies. Mr. Turnbull is a director of Dagilev Capital Corp., Grizzly Diamonds Ltd. and Salmon River Resources Ltd.  Mr. Turnbull has been the President of Lakehead since 1992 and is 46 years old.



B.

Compensation



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



|               |                         |           |                                    |        
|-------------- | ----------------------- | --------- | ---------------------------------- | -------
|Name           | Position                | Salary 
$ | Professional and consulting fees
$ | Bonus
$
|Derek Bartlett | Lead director           | 2,000     | nil                                | nil    
|Robert Brennan | Director                | nil       | nil                                | nil    
|Ian Brown      | Chief financial officer | 55,000    | nil                                | 2,000  
|Nell Dragovan  | Director                | 82,200    | nil                                | 2,000  



---

54





|                 |                                          |         |         |      
|---------------- | ---------------------------------------- | ------- | ------- | -----
|Chet Idziszek    | President, CEO and Chairman of the Board | 172,200 | nil     | 2,000
|David Mallo      | Vice President, Exploration              | nil     | 188,760 | 5,000
|Robert Sibthorpe | Director                                 | nil     | nil     | nil  
|James Stewart    | Director and Corporate Secretary         | nil     | 149,100 | 2,000
|Douglas Turnbull | Director                                 | nil     | 163,265 | nil  



Professional and consulting fees are payable to professional service firms owned by the recipients. Bonuses are paid on an annual basis to employees and to service providers who provide a majority of their services to the Company. The bonuses are a flat-rate amount set by the Board of Directors annually reflecting overall achievement of the Companys objectives. Mr. Mallos bonus was set at a larger amount by the Board of Directors.



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



|                 |                                          |                      |                                        |                  |                          
|---------------- | ---------------------------------------- | -------------------- | -------------------------------------- | ---------------- | -------------------------
|Name             | Position                                 | Date of option grant | Number of common share options granted | Exercise price
$ | Expiration date of option
|Derek Bartlett   | Lead director                            | March 26, 2008       | 100,000                                | 3.25             | March 26, 2013           
|Robert Brennan   | Director                                 | March 26, 2008       | 125,000                                | 3.25             | March 26, 2013           
|Ian Brown        | Chief financial officer                  | March 26, 2008       | 75,000                                 | 3.25             | March 26, 2013           
|Nell Dragovan    | Director                                 | March 26, 2008       | 100,000                                | 3.25             | March 26, 2013           
|Chet Idziszek    | President, CEO and Chairman of the Board | March 26, 2008       | 300,000                                | 3.25             | March 26, 2013           
|David Mallo      | Vice President, Exploration              | March 26, 2008       | 200,000                                | 3.25             | March 26, 2013           
|Robert Sibthorpe | Director                                 | March 26, 2008       | 100,000                                | 3.25             | March 26, 2013           
|James Stewart    | Director and Corporate Secretary         | March 26, 2008       | 125,000                                | 3.25             | March 26, 2013           
|Douglas Turnbull | Director                                 | March 26, 2008       | 100,000                                | 3.25             | March 26, 2013           



During the financial year ended February 28, 2009 options in respect of a total of 770,000 common shares granted in January and February 2004 with expiry dates in January and February 2009 exercisable at the price of $0.25 per share were exercised by the Companys senior management and directors in the following amounts:



Mr. Bartlett  95,000 shares; Ms. Dragovan  220,000 shares; Mr. Idziszek  295,000 shares; Mr. Mallo  20,000 shares; Mr. Stewart  120,000 shares; and Mr. Turnbull  20,000 shares.



The company has no arrangements in place providing for pension, retirement or similar benefits.



C.

Board Practices



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







---

55





The Companys Audit Committee is comprised of Derek Bartlett, Robert Brennan (Chairman) and Robert Sibthorpe.  The Audit Committee is appointed by the Board of Directors and its members hold office until removed by the Board of Directors or until the next annual general meeting of the Company, at which time their appointments expire and they are then eligible for re-appointment. The Audit Committee operates under an Audit Committee Charter which provides for numerous factors such as establishing the independence of the Companys auditors, review of the audited financial statements of the Company, liaising with the Companys auditors and recommending to the Board of Directors whether or not to approve such statements.  At the request of the Companys auditors, the Audit Committee must convene a meeting to consider any matters which the auditor believes should be brought to the attention of the Committee, the Board of Directors or the shareholders of the Company.



D.

Employees



During the fiscal years ended February 28, 2009 and February 29, 2008, the Company had an average ofapproximately 230 employees of whom ten worked out of the Companys head office, ten  worked out of the Companys Dakar office and approximately 210 worked based at the Companys Sabodala exploration camp.  Of the average of 230 employees, 20 worked in management and supervisory roles (four in Canada and 16 in Sénégal), seven in secretarial roles (three in Canada and four in Sénégal), five in accounting roles (two in Canada and three in Sénégal), five as support workers (in Sénégal) and the balance worked as mineral explorationists (one in Canada and the rest in Sénégal).  Of those, 6 were employed as geologists and two as medical personnel while the approximately 190 others were skilled, semi-skilled or unskilled labourers.  During the fiscal year ended February 28, 2007, the Company had an average of three employees all of whom worked out of the Companys head office.  Of the average of three employees, one worked in a management role, one in a secretarial role and one in an accounting role.  No employees were casual or temporary employees.  The numberof the Companys employees fluctuates based on the level of the Companysexploration activities.Employees in Sénégal are employed by OJVG. Operations in Argentina are carried out entirely by outsourced third party contractors.



E.

Share Ownership



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



|                   |                                               |                                                |                                  |                |             |                         |                                                                  
|------------------ | --------------------------------------------- | ---------------------------------------------- | -------------------------------- | -------------- | ----------- | ----------------------- | -----------------------------------------------------------------
|Name               | Number of Common Shares Held at
Aug. 25, 2009 | Number of Options Outstanding at Aug. 25, 2009 | Beneficial Percentage Ownership1 | Exercise Price | Expiry Date
|Derek Bartlett     | 70,000                                        |                                                | 50,000
100,000
175,000           |                | 0.4%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                   
|Robert Brennan     | 831,845                                       |                                                | 200,000
125,000
175,000          |                | 1.4%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                   
|Ian D. Brown       | nil                                           |                                                | 200,000
75,000
175,000           |                | 0.5%        | $2.80
$3.25
$1.12       | April 20, 2012
March 26, 2013
July 10, 2014                      
|Nell Dragovan      | 2,156,904                                     |                                                | 75,000
100,000
175,000           |                | 2.6%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                   
|Norman Haimila (1) | 95,000                                        |                                                | 75,000
100,000                   |                | 0.3%        | $1.90
$3.25             | February 15, 2011
March 26, 2013                                 
|Chet Idziszek      | 6,923,137                                     |                                                | 300,000
550,000
300,000
400,000  |                | 8.8%        | $0.70
$1.90
$3.25
$1.12 | September 15, 2010
February 15, 2011
March 26, 2013
July 10, 2014



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56





|                 |                                               |                                                |                                  |                |             |                         |                                                                 
|---------------- | --------------------------------------------- | ---------------------------------------------- | -------------------------------- | -------------- | ----------- | ----------------------- | ----------------------------------------------------------------
|Name             | Number of Common Shares Held at
Aug. 25, 2009 | Number of Options Outstanding at Aug. 25, 2009 | Beneficial Percentage Ownership1 | Exercise Price | Expiry Date
|David Mallo      | 61,500                                        |                                                | 20,000
100,000
200,000
275,000   |                | 0.7%        | $0.80
$1.90
$3.25
$1.12 | November 22, 2010
February 15, 2011
March 26, 2013
July 10, 2014
|Robert Sibthorpe | nil                                           |                                                | 50,000
100,000
175,000           |                | 0.3%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                  
|J.G. Stewart     | 746,377                                       |                                                | 75,000
125,000
175,000           |                | 1.2%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                  
|Douglas Turnbull | 52,000                                        |                                                | 75,000
100,000
175,000           |                | 0.4%        | $1.90
$3.25
$1.12       | February 15, 2011
March 26, 2013
July 10, 2014                  
|Total:           | 10,936,763                                    |                                                | 4,995,000                        |                | 16.60%      |                         |                                                                 



(1).  Dr. Norman Haimila resigned as a director effective July 18, 2008.  Dr. Haimila remains as an advisor to the Board of Directors and a key petroleum exploration consultant for the Company.



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of August 25, 2009 are deemed outstanding.  Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.  This table has been prepared based on 94,642,035 Common Shares outstanding as of August 25, 2009.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



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



|                    |                                                 |                                                           
|------------------- | ----------------------------------------------- | ----------------------------------------------------------
|Name                | Number of Common Shares Held at August 25, 2009 | Percentage of Common Shares Outstanding at August 25, 2009
|                    |                                                 |                                                           
|Chet Idziszek       | 6,923,137                                       | 7.3%                                                      
|IAMGOLD Corporation | 16,088,636                                      | 17.0%                                                     



Mr. Idziszek's holdings reported on Form 20-F have diminished from 25.2% in 2004 to 15.2% in 2007 and to  7.3% in 2009 as a function of (1) the increase in issued share capital from 25,695,308 in 2004 to 94,642,035 shares as reported in this Item 7.A, and (2) the net effect of acquisitions and dispositions made by Mr. Idziszek over the periods.



IAMGOLD Corporation acquired these shares pursuant to a recent private placement in the Company, which closed June 19, 2009.



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



Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc., of 510 Burrard Street, Vancouver, British Columbia, Canada, as at June 1, 2009 there were 66,067,606 common shares of the Company issued and outstanding.  At such date there were 121 registered holders of the Company's common shares resident in the United States, holding an aggregate 15,964,350 common shares, including 6,718,743 shares held by Cede & Co.  This number represents approximately 24.2% of the total issued and outstanding common shares of the Company as at June 1, 2009. Based on replies received by the Company from brokers, dealers, banks or nominees to enquiries as to the number of beneficial holders of the Company's common shares resident in the United States as at June 1, 2009 there were 1,752 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 21,876,342 common shares. This number represents approximately 33.1% of the total issued and outstanding common shares of the Company as at June 1, 2009, also including the 6,718,743 shares held by Cede & Co. The total number of registered and beneficial holders of the Company's common shares resident in the United States, therefore, is 1,872 holders holding an aggregate 37,840,692common shares. This number represents approximately 57.3% of the total issued and outstanding common shares of the Company as at June 1, 2009.



---

57





B.

Related Party Transactions



Other than the transactions described in this section, there were no material transactions in the fiscal years ended February 28, 2009, February 29, 2008 and February 28, 2007, or to the date of this report, or proposed material transactions between the Company or any of its subsidiaries and:



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



On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002. At the time that the Agreement was entered into, the Company was not related to Bible, however, subsequent to the date of the Agreement, Chet Idziszek, the President and a director of the Company was appointed as a director of Bibles parent company, The Havana Group Inc. (Havana), a position Mr. Idziszek held until April 2007. Havana subsequently changed its name to Surge Global Energy Inc. (Surge). The Agreement was amended a number of times during the period Mr. Idziszek was a director of Havana and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for a 17.52% effective interest in its Santa Rosa Property and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge, Bibles parent company and the assignee of Bibles interest. Surge in due course elected not to acquire any further interest in the Santa Rosa Property. As disclosed in Agreements with Surge Global Energy, Inc., in March 2008 Surge sold its interest in the Santa Rosa Property back to the Company in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of its own shares. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares as disclosed in  the financial statements of the Company for those fiscal years. Of the 1,000,000 Surge shares delivered to Surge in March 2008, 750,000 were the balance of the shares originally obtained after the sales described above, and 250,000 were acquired at market value in March 2008 as set out in Note 5(c) from Mr. Chet Idziszek a director and senior officer of the Company.



By an agreement dated March 12, 2007 between the Company and Lund Gold Ltd. (Lund), the Company sold all of its interest in the Carneirinho Property to Lund in consideration of the issuance to the Company of 1,197,906 common shares of Lund, this consideration reflecting the amount that the Company had spent on acquisition and exploration of the Carneirinho Property.  Chet Idziszek, the President and a director of the Company, and J.G. Stewart, the Secretary and a director of the Company are also directors and senior officers of Lund.



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58





C.

Interests of Experts and Counsel



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





ITEM 8.

FINANCIAL INFORMATION



A.

Consolidated Statements and Other Financial Information



This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended February 28, 2009 that contain an Independent Auditors Report dated August 24, 2009, Consolidated Balance Sheets as at February 28, 2009 and February 29, 2008, Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2009, February 29, 2008, and February 28, 2007, Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2009, February 29, 2008 and February 28, 2007, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2009, February 29, 2008, and February 28, 2007, and Notes to the Consolidated Financial Statements.



B.

Significant Changes



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





ITEM 9.

THE OFFER AND LISTING



A.

Offer and Listing Details





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



|                      |       |     |        |  | 
|--------------------- | ----- | --- | ------ |  | 
|                      | High  | Low
|Fiscal year 2009-2010 |       |     |        | 
|July 2009             | $1.43 |     | $0.70  | 
|June 2009             | $0.98 |     | $0.75  | 
|May 2009              | $0.74 |     | $0.59  | 
|April 2009            | $0.78 |     | $0.58  | 
|March 2009            | $0.94 |     | $0.61  | 
|February 2009         | $0.90 |     | $0.70  | 
|First Quarter         | $0.94 |     | $0.58  | 
|2009                  | $3.42 |     | $0.385 | 
|Fourth Quarter        | $0.90 |     | $0.385 | 
|Third Quarter         | $1.55 |     | $0.55  | 
|Second Quarter        | $2.70 |     | $1.46  | 
|First Quarter         | $3.42 |     | $2.10  | 
|2008                  | $4.15 |     | $2.07  | 
|Fourth Quarter        | $4.15 |     | $2.86  | 
|Third Quarter         | $3.00 |     | $2.37  | 
|Second Quarter        | $2.90 |     | $2.07  | 
|First Quarter         | $4.05 |     | $2.19  | 
|2007                  | $4.18 |     | $1.30  | 
|2006                  | $2.00 |     | $0.31  | 
|2005                  | $0.68 |     | $0.015 | 





---

59





The closing price of the Company's common shares on the TSX Exchange on August 25, 2009 was $0.93.





The Companys common shares were listed on the NASD Over-the-Counter Bulletin Board on October 5, 2006. The high and low sale prices for the common shares of the Company on the Over-the-Counter Bulletin Board for each of the most recent six months and each full financial quarter since the listing date are as follows:



|                      |          |     |           |  | 
|--------------------- | -------- | --- | --------- |  | 
|                      | High     | Low
|Fiscal year 2009-2010 |          |     |           | 
|July 2009             | US$1.30  |     | US$0.60   | 
|June 2009             | US$0.90  |     | US$0.621  | 
|May 2009              | US$0.68  |     | US$0.471  | 
|April 2009            | US$0.659 |     | US$0.47   | 
|March 2009            | US$0.749 |     | US$0.48   | 
|February 2009         | US$0.709 |     | US$0.54   | 
|First Quarter         | US$0.749 |     | US$0.47   | 
|2009                  | US$3.48  |     | US$0.31   | 
|Fourth Quarter        | US$0.709 |     | US$0.31   | 
|Third Quarter         | US$1.50  |     | US$0.40   | 
|Second Quarter        | US$2.70  |     | US$1.39   | 
|First Quarter         | US$3.48  |     | US$2.111  | 
|2008                  | US$4.10  |     | US$1.98   | 
|Fourth Quarter        | US$4.10  |     | US$2.801  | 
|Third Quarter         | US$3.19  |     | US$2.2422 | 
|Second Quarter        | US$2.75  |     | US$1.98   | 
|First Quarter         | US$3.51  |     | US$2.05   | 
|Fourth Quarter, 2007  | US$3.69  |     | US$1.52   | 



The closing price of the Companys common shares on the Overthe-Counter Bulletin Board on August 25, 2009 was US$0.81.



B.

Plan of Distribution



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



C.

Markets



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



D.

Selling Stockholders



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



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60





E.

Dilution



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



F.

Expenses of the Issue



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



ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital



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



B.

Memorandum and Articles of Association



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



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



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



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







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61





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



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



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



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



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



C.

Material Contracts



On June 26, 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (Cynthia), entered into a letter agreement (the Agreement) whereby it agreed to sell an effective 50% interest in its Santa Rosa Property for the sum of US$1,400,000 to Bible Resources Limited (Bible) a private Nevada corporation. The Agreement initially provided for the purchase price to be paid in three tranches, with US$400,000 due on or before July 31, 2002, a further US$400,000 on or before August 30, 2002 and the remaining US$600,000 to be paid by September 30, 2002. At the time that the Agreement was entered into, the Company was not related to Bible, however, since the date of the Agreement, Chet Idziszek, the President and a director of the Company was appointed as a director of Bibles parent company, The Havana Group Inc. (Havana). 2007. Havana subsequently changed its name to Surge Global Energy Inc. (Surge). The Agreement has been amended a number of times subsequent to Mr. Idziszek becoming a director of Surge and during the fiscal year ended February 28, 2005, Cynthia received US$600,000 in payment for a 17.52% effective interest in its Santa Rosa Property and, as consideration for extending the agreement, the Companys wholly owned British Virgin Islands subsidiary, Irie Isle Limited (Irie), received 1,000,000 common shares in the capital stock of Surge, Bibles parent company and the assignee of Bibles interest. Surge subsequently elected not to acquire any further interest in the Santa Rosa Property. As disclosed in Agreements with Surge Global Energy, Inc., in March 2008 Surge sold its interest in the Santa Rosa Property back to the Company in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of its own shares. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares as set out in Note 4 to the financial statements. Of the 1,000,000 Surge shares delivered to Surge in March 2008, 750,000 were the balance of the shares originally obtained after the sales described above, and 250,000 were acquired in March 2008 from a director and senior officer of the Company at market value.



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By a letter agreement dated January 27, 2005, the Company and Lund Gold Ltd. (Lund) were granted an option by Dirceu Santos F. Sobrinho to jointly acquire a 100% interest in the 5,000-hectare Carneirinho gold exploration property in north central Brazil.  The option to acquire the Carneirinho Property is structured as a two-stage option with Lund and the Company jointly acquiring a 50% interest at each stage. In order to exercise the first option, Lund and the Company must pay the vendor US$50,000 on or before April 30, 2005 (paid) and a total of US$1,700,000 by April 30, 2009.  Following the exercise of the first option, in order to exercise the second option, Lund and the Company must pay the vendor an additional US$6,000,000 on or before April 30, 2010. By an agreement dated March 12, 2007 between the Company and Lund Gold Ltd. (Lund), the Company sold all of its interest in the Carneirinho Property to Lund in consideration of the issuance to the Company of 1,197,906 common shares of Lund, consideration reflecting the amount that the Company had spent on acquisition and exploration of the Carneirinho Property.



By a Mining Convention signed February 17, 2005 between the Company and the Government of Sénégal, the Company, on behalf of the Oromin Joint Venture Group (OJVG), was granted an exploration concession to explore the Sabodala Property, a 230 square kilometre property in the Republic of Sénégal.  The OJVG was a joint venture between the Company and Bendon International Ltd. (Bendon), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (Badr), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement.  In order to acquire a 100% interest in the Sabodala Property, the OJVG was required to spend at least USD$8 million on exploration of the Sabodala Property by April 17, 2007 which it has done.



By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (OJVG Ltd.), Sabodala Holding Limited (SHL) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form.  SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd.  SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the Sabodala Property, with Badrs interest being fully carried for as long as it owns an interest in OJVG Ltd.  The exploration concession comprising the Sabodala Property has been assigned the OJVG Ltd.  SHL is the operator of OJVG Ltd. to which it provides exploration and management services.



In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the current Mining Convention by requiring the spending of an additional USD$12 million during the extension period  which condition has been met.  Thereafter, OJVG Ltd. has ten months (to October 22, 2009) to complete a preliminary feasibility study on the project, at which point the concession can be converted to an exploitation concession. Upon conversion of the concession from an exploration to an exploitation concession, OVJG Ltd. must establish an operating company to further develop the Sabodala Property and must offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an independent valuator. The Government of Sénégal will receive a 10% interest in the operating company at no cost and a royalty of $US 6.50 per ounce of gold produced.



Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (Otto) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by funding exploration expenditures of USD$1,400,000.  All future exploration and development of the Santa Rosa Property will be borne proportionately by each party or they will suffer dilution.  This transaction closed May 4, 2009.



D.

Exchange Controls



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





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



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



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



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



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



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



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



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





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



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



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



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



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



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



E.

Taxation



Material Canadian Federal Income Tax Consequences



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



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





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Dividends



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



Capital Gains



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



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



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



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



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











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Material United States Federal Income Tax Consequences



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



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



U.S. Holders



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



Distributions on Common Shares of the Company



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



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





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



Foreign Tax Credit



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



Information Reporting and Backup Withholding



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



Disposition of Common Shares of the Company



A U.S. Holder will recognize a gain or loss upon the sale of shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the shares of the Company.  This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital loss are subject to significant limitations.  Corporate capital losses (other than losses of corporations electing under Subchapter S of the Code) are deductible to the extent of capital gains.  Non-corporate taxpayers may deduct net capital losses, whether short-term or long-germ, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married individual filing separately).  For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



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Currency Exchange Gains or Losses



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



Other Considerations



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



Foreign Personal Holding Company



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



Foreign Investment Company



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



Passive Foreign Investment Company



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





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



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



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



Controlled Foreign Corporation



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





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



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



F.

Dividends and Paying Agents



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



G.

Statements by Experts



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



H.

Documents on Display



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



I.

Subsidiary Information



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





ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company believes the disclosure requirements set out in the item of Form 20-F are sufficiently met by reproducing here the contents of Note 11 to the consolidated financial statements, Financial Instruments and Risk Management. This content is as follows:



The Companys financial instruments consist of cash, receivables, investments, contractor deposit, restricted cash, and accounts payable and accrued liabilities. The balance of restricted cash is not material. The carrying values of cash, receivables, contractor deposit, and accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturity. Investments are recorded at fair value based on quoted market prices at the balance sheet date.



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



Foreign currency risk



Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash and receivables, the contractor deposit, and a portion of its accounts payable and accrued liabilities in United States dollars (USD), Argentinean pesos, Euros or CFA francs  a currency which has a fixed exchange rate with the Euro. At February 28, 2009 the Companys exposure to exchange rate changes for the peso, Euro or CFA franc was not material; however, its exposure to exchange rate changes for the USD was $29,090 for each one per cent change, and, accordingly, a ten per cent increase or decrease in the exchange rate of the CAD versus the USD would result in an increase or decrease in foreign exchange gain of $290,900. To date the Company has elected not to hedge its USD exposures by futures or options strategies.



Liquidity risk



Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 28, 2009 the Company held cash resources of $6,550,450 and had accounts payable and accrued liabilities of $2,332,359 and is able to meet its obligations as they became due. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on managements ability to raise the funds required through future equity financings. If such funds cannot be raised, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration and corporate activities and anticipating investing and financing activities.  Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings.



Equity market risk



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



Interest rate risk



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



Credit risk



Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, or, to a lesser extent, at major banks in Sénégal and in Argentina. The Companys material receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk.



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ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



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





PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



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



ITEM 14.

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



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



ITEM 15.

CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is collected and communicated to management, as appropriate, to allow timely decisions regarding required disclosure.



At the end of the period covered by this report, the fiscal year ended February 28, 2009 an evaluation was carried out under the supervision of, and with the participation of, the Companys management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operations of the Companys disclosure controls and procedures (as defined in Rule 13a  15(e) and Rule 15d  15(e) under the Exchange Act).  Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were adequately designed and effective in providing reasonable assurance that material information required to be disclosed in the reports that management files and submits under the Exchange Act, is recorded, processed summarized and reported within the time periods specified in the SEC rules and forms.



It should be noted that while the Companys chief executive officer and chief financial officer believe that the Companys disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Companys disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Management is responsible to the Board of Directors for the preparation of   financial statements of the Company. These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), including note disclosure of the reconciliation to US GAAP, and necessarily include some amounts based on estimates and judgments.



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The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Companys internal control over financial reporting described below.  The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Management has assessed the effectiveness of the Companys internal control over financing reporting as at February 28, 2009. In making the assessment, management has used the criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the Companys internal control over financial reporting.



Based on this assessment, management identified material weaknesses in our internal control processes regarding information technology systems at the Companys offices in Senegal.  A material weakness is defined as a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting, such that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.



Inadequate and ineffective information technology controls are noted along with a lack of IT policies and procedures that relate to program changes, access, security and disaster recovery plans may not ensure the proper operation of information systems surrounding financial reporting.



Because of these material weaknesses, management believes that as of February 28, 2009, the Companys internal controls over financial reporting were not effective.  The Company is addressing these weaknesses as described below under the section heading Changes in Internal Control Over Financial Reporting.



Management commenced its efforts to remediate the material weaknesses identified in its previous years assessment.  These efforts were then partially delayed and further hampered by budgetary constraints due to the global economic downturn.  When possible, management has continued to dedicate resources to implementing a company-wide framework that encompassed  internal control policies, procedures, instructions and guidelines for its operations in the Vancouver head office and its foreign locations to address weaknesses identified at the entity-level.  It should be noted that in line with the COSO framework, also the Companys frameworks level of assurance does not provide certainty as to the realization of objectives, nor can it prevent all inaccuracies, errors, instances of fraud or non-compliance with laws and regulations.  The framework focuses on a number of financial reporting controls to strike an appropriate balance to the necessary flexibility to support and control operational stability and excellence, and to achieve compliance with relevant laws and regulations.  To date, management has spent $25,000 on its remediation efforts. The Company is addressing the remediation efforts as described below under the section heading Changes in Internal Control Over Financial Reporting.



The Company is required to provide an auditors attestation report on internal control over financial reporting for the fiscal year ended February 28, 2009.  In this report, the Companys independent registered public accounting firm, Davidson & Company LLP, Chartered Accountants, in Vancouver, BC, must state its opinion as to the effectiveness of the Companys internal control over financial reporting for the fiscal year ended February 28, 2009.   Davidson & Company LLP has audited the Companys financial statements included in this Annual Report on Form 20-F and has issued an attestation report on the Companys internal control over financial reporting.  The Auditors Attestation Report is included in the Companys financial statements, attached hereto as Exhibit F-3.



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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



Key elements of the remediation effort include, but are not limited to, the following initiatives: adopting and implementing common policies, procedures and controls, and communicating roles and responsibilities to all personnel involved in the financial reporting function.  These initiatives will require time to train personnel; build internal control knowledge; define user-access rights to the Companys accounting systems; develop and formalize policies and procedures; formalize approval, review and reporting protocols; and enhance the Companys information systems and lines of communications.



The framework further emphasizes formalized review and approval procedures for timely account reconciliations and expenditures to maintain the integrity and accuracy of the accounting system.  Management has engaged external consultants to assist with creating and implementing key reconciliation templates, and educating staff members on internal controls over key business processes such as monthly reconciliation of foreign operations activities and expenditures.  This process is continuously improved through regular and independent evaluations to monitor the effectiveness of associated corrective actions taken.



At the head office, management has formalized a service contract with its information technology (IT) service provider to formalize IT policies and procedures, and to implement and monitor appropriate policies that relate to program changes, computer and application operations, access, security and disaster recovery plans.  This will facilitate proper operation of information systems surrounding financial reporting and ensure that sound information technology security practices will be integrated throughout the Company in a compliant and consistent manner.



As of the date of filing, management is in the process of implementing the following measures:



Management has continued in its efforts to put into practice a more comprehensive budgeting review process to monitor its performance.  This will include implementing high level strategy and budgeting sessions whereby reporting of current and projected results are reviewed.



The Companys management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurances that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Other than the issues discussed above, there were no changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM 16.

[RESERVED]



ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERTS



The Company has determined that Robert Sibthorpe qualifies as an audit committee financial expert and is independent as that term is defined in the listing standards of the National Association of Securities Dealers.  Mr. Sibthorpe holds a B.Sc. in geology and an M.B.A. from the University of Toronto. He worked as a mining analyst and director of Yorkton Securities Inc. from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant.



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ITEM 16B.

CODE OF ETHICS



The Company has adopted a Code of Ethics applicable to its directors, principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. The Company undertakes to provide a copy of the Companys Code of Ethics to any person, without charge, upon request in writing to the Secretary of the Company, whose address is Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9.



ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



During the fiscal year ended February 28, 2009, the Company was billed the following amounts of fees to Davidson & Company, the Companys principal accountants, for the following categories of services:



|                   |               | 
|------------------ | ------------- | 
|Type of Fees       | Amount Billed | 
|Audit fees         | $135,000      | 
|Audit-related fees | nil           | 
|Tax fees           | $6,500        | 
|All other fees     | nil           | 
|Total fees         | $141,500      | 



During the fiscal year ended February 29, 2008 the Company was billed the following amounts of fees to Davidson & Company, the Companys principal accountants, for the following categories of services:



|                   |               | 
|------------------ | ------------- | 
|Type of Fees       | Amount Billed | 
|Audit fees         | $160,000      | 
|Audit-related fees | nil           | 
|Tax fees           | $5,500        | 
|All other fees     | nil           | 
|Total fees         | $165,500      | 



Audit-related fees billed in fiscal 2008 were for review procedures on interim financial statements carried out to support an equity financing.



Tax fees relate to fees for tax compliance services including tax return preparation.



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





ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



The information referred to in this Item is not required for the fiscal year ended February 28, 2009, which is the period covered by this Annual Report on Form 20-F.





ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



There were no such purchases; accordingly, the information referred to in this Item is not required for the fiscal year ended February 28, 2009, which is the period covered by this Annual Report on Form 20-F.





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PART III



ITEM 17.

FINANCIAL STATEMENTS



See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.  These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars.  Such financial statements have been reconciled to US GAAP (see Note 17 therein).  For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see page 12 of this Annual Report.



ITEM 18.

FINANCIAL STATEMENTS



Not applicable





ITEM 19.

EXHIBITS



(a)

Financial Statements



|                                                                                                                                                                           |         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Description of Document                                                                                                                                                    | Page No.
|Cover Sheet                                                                                                                                                                | F-1     
|Independent Auditors Report dated August 24, 2009                                                                                                                         | F-2     
|Independent Auditors Report dated August 24, 2009                                                                                                                         | F-3     
|Consolidated Balance Sheets as at February 28, 2009 and February 29, 2008                                                                                                  | F-5     
|Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 28, 2009, February 29, 2008 and February 28, 2007                                    | F-6     
|Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2009, February 29, 2008 and February 28, 2007 | F-7     
|Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2009, February 29, 2008 and February 28, 2007                                                | F-8     
|Notes to the Consolidated Financial Statements                                                                                                                             | F-9     



(b)

Exhibits



|               |                                                                                                                                                     |            
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Exhibit Number | Description of Document                                                                                                                             | Page Number
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.                                         |            
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation                    |            
|*1.C.          | Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.                                             |            
|*1.D.          | Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.                                          |            
|*1.E.          | Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.                                         |            
|*1.F.          | Articles of the Company                                                                                                                             |            
|*4.A.          | Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property |            
|*4.B.          | Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property                                   |            



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|      |                                                                                                                                                                                          |      
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|*4.C. | Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek                                                                                                              |      
|*4.D. | Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001                                            |      
|*4.E. | Letter agreement dated April 30, 2003 between Cynthia Holdings Limited,  The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property          |      
|*4.F. | Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property                                             |      
|*4.G. | English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the Sabodala Property                            |      
|*4.H. | Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek                                                                                                                |      
|*4.I. | Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan                                                                                                                |      
|*4.J. | Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.                                                                                            |      
|*4.K. | Loan Agreement dated April 28, 2005 between the Company and David Scott                                                                                                                  |      
|*4.L. | Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC                                                                                                     | E-113
|*4.M. | Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.                                                                      | E-121
|*4.N. | Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited                                                                                                  | E-193
|*4.O. | Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited                            | E-201
|*4.P. | Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited. | E-277
|*4.Q. | Ministry of Energy and Mines, Republic of Senegal, Transfer and Extension Decree, dated February 7, 2007 for the Sabodala Property                                                       | E-286
|*4.R. | Certificate of Incorporation  Sabodala Holding Limited                                                                                                                                  | E-289
|*4.S. | Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil                                                                         | E-290
|*4.T. | Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina                                                                 | E-292
|*4.U. | Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind                                 | E-293
|4.V.  | Shareholder Rights Plan dated June 27, 2008                                                                                                                                              | E-306
|4.W.  | Share Compensation Plan dated July 29, 2008                                                                                                                                              | E-357



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|      |                                                                                                                                                                                   |       
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|4.X.  | Stock Option Plan dated July 29, 2008                                                                                                                                             | E-362 
|4.Y.  | Amended Stock Option Plan dated July 14, 2009                                                                                                                                     | E-370 
|4.Z.  | Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A. | E-392 
|4.AA. | English translation  of the Extension to the Mining Convention for the Sabodala Project, dated December 31, 2008                                                                  | E-453 
|12.1  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                | E-12.1
|12.2  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                | E-12.2
|13.1  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            | E-13.1
|13.2  | Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            | E-13.2





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SIGNATURES



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







Dated at Vancouver, British Columbia, this 28th day of August, 2009





OROMIN EXPLORATIONS LTD.





Chet Idziszek



Per:  (signed) Chet Idziszek

Title:  President



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EXHIBIT INDEX



|               |                                                                                                                                                                                         |            
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Exhibit Number | Description of Document                                                                                                                                                                 | Page Number
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.                                                                             |            
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation                                                        |            
|*1.C.          | Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.                                                                                 |            
|*1.D.          | Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.                                                                              |            
|*1.E.          | Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.                                                                             |            
|*1.F.          | Articles of the Company                                                                                                                                                                 |            
|*4.A.          | Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property                                     |            
|*4.B.          | Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property                                                                       |            
|*4.C.          | Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek                                                                                                             |            
|*4.D.          | Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001                                           |            
|*4.E.          | Letter agreement dated April 30, 2003 between Cynthia Holdings Limited,  The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property         |            
|*4.F.          | Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property                                            |            
|*4.G.          | English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the Sabodala Property                           |            
|*4.H.          | Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek                                                                                                               |            
|*4.I.          | Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan                                                                                                               |            
|*4.J.          | Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.                                                                                           |            
|*4.K.          | Loan Agreement dated April 28, 2005 between the Company and David Scott                                                                                                                 |            
|*4.L.          | Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC                                                                                                    | E-113      
|*4.M.          | Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.                                                                     | E-121      
|*4.N.          | Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited                                                                                                 | E-193      
|*4.O.          | Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited                           | E-201      
|*4.P.          | Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited | E-277      



---

81





|      |                                                                                                                                                                                   |       
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|*4.Q. | Ministry of Energy and Mines, Republic of Senegal, Transfer and Extension Decree, dated February 7, 2007 for the Sabodala Property                                                | E-286 
|*4.R. | Certificate of Incorporation  Sabodala Holding Limited                                                                                                                           | E-289 
|*4.S. | Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil                                                                  | E-290 
|*4.T. | Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina                                                          | E-292 
|*4.U. | Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind                          | E-293 
|4.V.  | Shareholder Rights Plan dated June 27, 2008                                                                                                                                       | E-306 
|4.W.  | Share Compensation Plan dated July 29, 2008                                                                                                                                       | E-357 
|4.X.  | Stock Option Plan dated July 29, 2008                                                                                                                                             | E-362 
|4.Y.  | Amended Stock Option Plan dated July 14, 2009                                                                                                                                     | E-370 
|4.Z.  | Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A. | E-392 
|4.AA. | English translation  of the Extension to the Mining Convention for the Sabodala Project, dated December 31, 2008                                                                  | E-453 
|12.1  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                | E-12.1
|12.2  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                | E-12.2
|13.1  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            | E-13.1
|13.2  | Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            | E-13.2
|*     | These exhibits were previously filed with the Companys Registration Statement or a previous Annual Report on Form 20-F (file no. 30614).                                         |       





---















Oromin Explorations Ltd.

(An Exploration Stage Company)





Consolidated Financial Statements

(Expressed in Canadian Dollars)





February 28, 2009

















F-1



---



|                     |  |  |                       |  |                                            
|-------------------- |  |  | --------------------- |  | -------------------------------------------
|DAVIDSON&COMPANY LLP |  |  | Chartered Accountants |  | A Partnership of Incorporated Professionals
|                     |  |  |                       |  |                                            



INDEPENDENT AUDITORS REPORT



To the Shareholders of

Oromin Explorations Ltd.



We have audited the consolidated balance sheets of Oromin Explorations Ltd. as at February 28, 2009 and February 29, 2008 and the consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended February 28, 2009, February 29, 2008 and February 28, 2007.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2009 and February 29, 2008 and the results of its operations and cash flows for the years ended February 28, 2009, February 29, 2008 and February 28, 2007 in accordance with Canadian generally accepted accounting principles.



We have also audited, in accordance with the standards of the Public Accountability Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of February 28, 2009, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated August 24, 2009 expressed an adverse opinion on the Companys internal control over financial reporting because of material weaknesses.





DAVIDSON & COMPANY, LLP



|                  |                      
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | Chartered Accountants
|                  |                      
|August 24, 2009   |                      



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA 

U.S. REPORTING DIFFERENCE



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there are changes in accounting principles that have a material effect on the comparability of the Companys financial statements, such as the changes described in Note 2 to the consolidated financial statements.  Our report to shareholders dated August 24, 2008 is expressed in accordance with Canadian reporting standards which do not require a reference to such changes in accounting principles in the auditors report when the changes are properly accounted for and adequately disclosed in the financial statements.





DAVIDSON & COMPANY, LLP



|                  |                      
|----------------- | ---------------------
|Vancouver, Canada | Chartered Accountants
|                  |                      
|August 24, 2009   | F-2                  

[nexiaint.jpg]

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172



---



|                     |  |  |                       |  |                                            
|-------------------- |  |  | --------------------- |  | -------------------------------------------
|DAVIDSON&COMPANY LLP |  |  | Chartered Accountants |  | A Partnership of Incorporated Professionals
|                     |  |  |                       |  |                                            













INDEPENDENT AUDITORS REPORT





To the Shareholders of

Oromin Explorations Ltd.





We have audited Oromin Explorations Ltd.s (the Company) internal control over financial reporting as of February 28, 2009, based on criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A  companys internal control over financial reporting includes those policies and procedures that (1) pertain  to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and  dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded  as necessary to permit preparation of financial statements in accordance with generally accepted  accounting principles, and that receipts and expenditures of the company are being made only in  accordance with authorizations of management and directors of the company; and (3) provide reasonable  assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the  companys assets that could have a material effect on the financial statements.



Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



F-3





[nexiaint.jpg]

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172





---





A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in managements assessment: Management concluded that inadequate and ineffective information technology controls exist along with a lack of IT policies and procedures that relate to program changes, access, security and disaster recovery plans may not ensure the proper operation of information systems surrounding financial reporting. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended February 28, 2009 of the Company, and this report does not affect our report on those financial statements.



In our opinion, because of the effect of the material weaknesses identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of February 28, 2009, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of February 28, 2009 and February 29, 2008, and the related consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended February 28, 2009, February 29, 2008 and February 28, 2007 and our report dated August 24, 2009 expressed an unqualified opinion.







DAVIDSON & COMPANY, LLP







|                  |                      
|----------------- | ---------------------
|                  |                      
|                  |                      
|Vancouver, Canada | Chartered Accountants
|                  |                      
|August 24, 2009   |                      









F-4



[nexiaint.jpg]

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

As at

|                                                       |   |             |   |  |   |             |  
|------------------------------------------------------ | - | ----------- | - |  | - | ----------- | -
|                                                       |   | February 28 |   |  |   | February 29 |  
|                                                       |   | 2009        |   |  |   | 2008        |  
|                                                      
|ASSETS                                                 |   |             |   |  |   |             |  
|                                                      
|Current                                                |   |             |   |  |   |             |  
|Cash                                                   | $ | 6,550,450   |   |  | $ | 26,139,917  |  
|Receivables                                            |   | 195,379     |   |  |   | 176,030     |  
|Investments (Note 3)                                   |   | 71,874      |   |  |   | 362,662     |  
|Prepaid expenses and deposits                          |   | 11,122      |   |  |   | 4,872       |  
|                                                      
|Total current assets                                   |   | 6,828,825   |   |  |   | 26,683,481  |  
|                                                      
|Resource properties(Note 5)                            |   | 40,292,264  |   |  |   | 21,246,506  |  
|Advances to joint venture(Note 5)                      |   | 1,787,158   |   |  |   | -           |  
|Contractor deposit                                     |   | 222,372     |   |  |   | 171,465     |  
|Equipment and fixtures(Note 4)                         |   | 213,463     |   |  |   | 37,145      |  
|Performance bond  restricted cash(Note 6)             |   | 24,525      |   |  |   | 66,749      |  
|                                                      
|                                                       | $ | 49,368,607  |   |  | $ | 48,205,346  |  
|                                                      
|LIABILITIES AND SHAREHOLDERS' EQUITY                   |   |             |   |  |   |             |  
|                                                      
|Current                                                |   |             |   |  |   |             |  
|Accounts payable and accrued liabilities               | $ | 2,332,359   |   |  | $ | 2,175,285   |  
|                                                      
|Shareholders' equity                                   |   |             |   |  |   |             |  
|Capital stock (Note 7)                                 |   |             |   |  |   |             |  
|Authorized                                             |   |             |   |  |   |             |  
|An unlimited number of common shares without par value |   |             |   |  |   |             |  
|Issued and outstanding                                 |   |             |   |  |   |             |  
|66,067,606 common shares (2008  64,972,583)           |   | 58,528,199  |   |  |   | 57,509,011  |  
|Contributed surplus (Note 7)                           |   | 8,475,106   |   |  |   | 4,145,757   |  
|Accumulated other comprehensive loss                   |   | (299,476    | ) |  |   | (531,311    | )
|Deficit                                                |   | (19,667,581 | ) |  |   | (15,093,396 | )
|                                                      
|                                                       |   | 47,036,248  |   |  |   | 46,030,061  |  
|                                                      
|                                                       | $ | 49,368,607  |   |  | $ | 48,205,346  |  



Nature and continuance of operations(Note 1)

Commitment (Note 15)

Subsequent events(Note 18)

F-5







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





---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in Canadian Dollars)



|                                                       |   |              |   |  |   |              |   |  |   |              |  
|------------------------------------------------------ | - | ------------ | - |  | - | ------------ | - |  | - | ------------ | -
|                                                       |   | Year Ended   |   |  |   | Year Ended   |   |  |   | Year Ended   |  
|                                                       |   | February 28, |   |  |   | February 29, |   |  |   | February 28, |  
|                                                       |   | 2009         |   |  |   | 2008         |   |  |   | 2007         |  
|                                                      
|                                                      
|EXPENSES                                               |   |              |   |  |   |              |   |  |   |              |  
|Amortization                                           | $ | 41,807       |   |  | $ | 2,803        |   |  | $ | 3,133        |  
|Filing and transfer agent fees                         |   | 133,551      |   |  |   | 66,157       |   |  |   | 52,012       |  
|Office and rent                                        |   | 200,127      |   |  |   | 143,179      |   |  |   | 124,112      |  
|Professional and consulting fees                       |   | 440,404      |   |  |   | 276,612      |   |  |   | 223,742      |  
|Salaries and benefits                                  |   | 310,719      |   |  |   | 329,237      |   |  |   | 200,137      |  
|Stock-based compensation (Note 8)                      |   | 4,655,439    |   |  |   | 627,334      |   |  |   | 652,789      |  
|Travel and public relations                            |   | 321,277      |   |  |   | 449,885      |   |  |   | 229,173      |  
|                                                      
|                                                       |   | (6,103,324   | ) |  |   | (1,895,207   | ) |  |   | (1,485,098   | )
|                                                      
|                                                      
|OTHER INCOME (EXPENSE)                                 |   |              |   |  |   |              |   |  |   |              |  
|Interest income                                        |   | 379,733      |   |  |   | 735,172      |   |  |   | 271,912      |  
|Foreign exchange gain (loss)                           |   | 923,267      |   |  |   | (204,934     | ) |  |   | 5,910        |  
|Project administration fees (Note 5(a))                |   | 667,112      |   |  |   | -            |   |  |   | -            |  
|Gain (loss) on sale of investments (Note 3)            |   | (440,973     | ) |  |   | (12,679      | ) |  |   | 83,281       |  
|Write-down of investments (Note 3)                     |   | -            |   |  |   | -            |   |  |   | (677,888     | )
|                                                      
|                                                       |   | 1,529,139    |   |  |   | 517,559      |   |  |   | (316,785     | )
|                                                      
|Loss for the year                                      |   | (4,574,185   | ) |  |   | (1,377,648   | ) |  |   | (1,801,883   | )
|                                                      
|Other comprehensive income (loss)                      |   |              |   |  |   |              |   |  |   |              |  
|Unrealized loss on investments (Note 3)                |   | (209,138     | ) |  |   | (531,311     | ) |  |   | -            |  
|Reversal of unrealized loss on disposal of investments |   | 440,973      |   |  |   | -            |   |  |   | -            |  
|                                                      
|Total comprehensive loss for the year                  | $ | (4,342,350   | ) |  | $ | (1,908,959   | ) |  | $ | ( 1,801,883  | )
|                                                      
|                                                      
|Basic and diluted loss per common share                | $ | (0.07        | ) |  | $ | (0.02        | ) |  | $ | (0.04        | )
|                                                      
|                                                      
|Weighted average number of common shares outstanding   |   | 65,264,018   |   |  |   | 56,740,221   |   |  |   | 42,853,558   |  







F-6









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



---

OROMIN EXPLORATIONS LTD

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATED
  OTHER COMPREHENSIVE INCOME (LOSS)

(Expressed in Canadian dollars)



|                                                         |   |              |   |   |              |   |   |              |  
|-------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                         |   | Year ended   |   |   | Year ended   |   |   | Year ended   |  
|                                                         |   | February 28, |   |   | February 29, |   |   | February 28, |  
|                                                         |   | 2009         |   |   | 2008         |   |   | 2007         |  
|                                                        
|STATEMENT OF DEFICIT                                     |   |              |   |   |              |   |   |              |  
|Balance, beginning of year                               | $ | (15,093,396  | ) | $ | (13,715,748  | ) | $ | (11,913,865  | )
|Loss for the year                                        |   | (4,574,185   | ) |   | (1,377,648   | ) |   | (1,801,883   | )
|                                                        
|Balance, end of year                                     | $ | (19,667,581  | ) | $ | (15,093,396  | ) | $ | (13,715,748  | )
|                                                        
|STATEMENT OF ACCUMULATED OTHER                           |   |              |   |   |              |   |   |              |  
|COMPREHENSIVE INCOME (LOSS)                              |   |              |   |   |              |   |   |              |  
|                                                        
|Balance, beginning of year                               | $ | (531,311     | ) | $ | -            |   |   |              |  
|Adjustment to opening balance on adoption of standard    |   | -            |   |   | -            |   |   |              |  
|Unrealized loss on investments (Note 3)                  |   | (209,138     | ) |   | (531,311     | ) |   |              |  
|Reversal of unrealized losses on disposal of investments |   | 440,973      |   |   | -            |   |   |              |  
|                                                        
|Balance, end of year                                     | $ | (299,476     | ) | $ | (531,311     | ) |   |              |  



This financial statement was adopted effective March 1, 2007. For fiscal years prior to that date, no such statement was applicable.







F-7







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



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)



|                                                     |   |              |   |  |   |              |   |  |   |              |  
|---------------------------------------------------- | - | ------------ | - |  | - | ------------ | - |  | - | ------------ | -
|                                                     |   | Year Ended   |   |  |   | Year Ended   |   |  |   | Year Ended   |  
|                                                     |   | February 28, |   |  |   | February 29, |   |  |   | February 28, |  
|                                                     |   | 2009         |   |  |   | 2008         |   |  |   | 2007         |  
|                                                    
|                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES                 |   |              |   |  |   |              |   |  |   |              |  
|Loss for the year                                    | $ | (4,574,185   | ) |  | $ | (1,377,648   | ) |  | $ | (1,801,883   | )
|Items not affecting cash:                            |   |              |   |  |   |              |   |  |   |              |  
|Amortization                                         |   | 41,807       |   |  |   | 2,803        |   |  |   | 3,133        |  
|Accrued interest on performance bond                 |   | -            |   |  |   | -            |   |  |   | (6,437       | )
|Non-cash portion of foreign exchange (gain) loss     |   | (70,725      | ) |  |   | 12,957       |   |  |   | (5,910       | )
|Stock-based compensation                             |   | 4,655,439    |   |  |   | 627,334      |   |  |   | 652,789      |  
|(Gain) loss on sale of investments                   |   | 440,973      |   |  |   | 12,679       |   |  |   | (83,281      | )
|Write-down of investments                            |   | -            |   |  |   | -            |   |  |   | 677,888      |  
|                                                    
|Changes in non-cash working capital items:           |   |              |   |  |   |              |   |  |   |              |  
|Decrease (increase) in receivables                   |   | 42,693       |   |  |   | (98,963      | ) |  |   | (40,851      | )
|Increase in prepaid expenses and deposits            |   | (6,250       | ) |  |   | -            |   |  |   | -            |  
|Increase in accounts payable and accrued liabilities |   | 751,381      |   |  |   | 1,248,244    |   |  |   | 59,816       |  
|                                                    
|Net cash provided by (used in) operating activities  |   | 1,281,133    |   |  |   | 427,406      |   |  |   | (544,736     | )
|                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                 |   |              |   |  |   |              |   |  |   |              |  
|Capital stock issued for cash                        |   | 693,098      |   |  |   | 24,625,466   |   |  |   | 15,729,673   |  
|Share issue costs                                    |   | -            |   |  |   | (1,430,976   | ) |  |   | (1,014,229   | )
|Due to joint venture                                 |   | -            |   |  |   | (2,013,143   | ) |  |   | 2,013,143    |  
|Proceeds from sale of investments                    |   | -            |   |  |   | 19,379       |   |  |   | 228,654      |  
|Proceeds from restricted cash  performance bond     |   | -            |   |  |   | 59,539       |   |  |   | -            |  
|                                                    
|Net cash provided by financing activities            |   | 693,098      |   |  |   | 21,260,265   |   |  |   | 16,957,241   |  
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                 |   |              |   |  |   |              |   |  |   |              |  
|Expenditures on resource properties                  |   | (20,226,527  | ) |  |   | (11,136,370  | ) |  |   | (7,778,658   | )
|Advances to joint venture                            |   | (1,120,046   | ) |  |   | -            |   |  |   | -            |  
|Deposit with exploration contractor                  |   | -            |   |  |   | (171,465     | ) |  |   | -            |  
|Recoveries on resource properties                    |   | -            |   |  |   | -            |   |  |   | 705,560      |  
|Purchase of equipment and fixtures                   |   | (218,125     | ) |  |   | (32,741      | ) |  |   | (2,176       | )
|                                                    
|Net cash used in investing activities                |   | (21,563,698  | ) |  |   | (11,340,576  | ) |  |   | (7,075,274   | )
|                                                    
|Change in cash                                       |   | (19,589,467  | ) |  |   | 10,347,095   |   |  |   | 9,337,231    |  
|                                                    
|Cash, beginning of year                              |   | 26,139,917   |   |  |   | 15,792,822   |   |  |   | 6,455,591    |  
|                                                    
|Cash, end of year                                    | $ | 6,550,450    |   |  | $ | 26,139,917   |   |  | $ | 15,792,822   |  



Supplemental disclosure with respect to cash flows(Note 16)





F-8



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



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









1.

NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on January 25, 1980 under the Company Act of British Columbia.

The Company is in the business of exploring its resource properties and its current mineral exploration activities are in the pre-production stage.  Consequently, the Company defines itself to be in the exploration stage.  The recoverability of the Companys expenditures on resource properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and future profitable commercial production or proceeds from the disposition thereof.

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, the Company has sustained substantial losses from operations since inception and has no current source of revenue. Continued operations of the Company are dependent upon its ability to receive continued financial support, complete public or private equity financings, or generate profitable operations in the future. Management is actively seeking to raise the necessary capital to meet its funding plans.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.



2.

SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The significant accounting policies adopted by the Company are as follows:

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries and, on a proportionate basis, the accounts of Oromin Joint Venture Group Ltd. from its formation during the 2006-2007 fiscal year.  The Companys subsidiaries include Exploraciones Oromin, S.A., which is incorporated under the laws of Argentina, and Sabodala Holding Limited, Irie Isle Limited and Cynthia Holdings Limited, all of which are incorporated under the laws of the British Virgin Islands.

Significant inter-company balances and transactions have been eliminated upon consolidation.

Use of estimates

The preparation of consolidated financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to stock-based compensation, the determination of impairment of assets, asset retirement obligations, estimates of useful lives, and the valuation allowance applied to future income tax assets. Actual results may differ from these estimates.

Investments

During the years ended February 28, 2009 and February 29, 2008 the Companys holdings of marketable securities were classified as available for sale, with revaluation gains and losses included in other comprehensive income until the related assets are removed from the balance sheet. For the 2007 fiscal year, investments in marketable securities were recorded at the lower of cost or market value on an individual investment basis.

F-9



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









2.

SIGNIFICANT ACCOUNTING POLICIES(contd)



Equipment and fixtures

Equipment and fixtures are recorded at cost less accumulated amortization. Amortization is calculated at the following rates:

| |                        |                                     
| | ---------------------- | ------------------------------------
| | Office furniture       | Straight line over five years       
| | Computer equipment     | Straight line over five years       
| | Leasehold improvements | Straight line over the life of lease



During fiscal 2009, the Company revised its estimate of useful lives relating to office furniture and computer equipment.  The change did not have a material effect on the financial statements.



Resource properties

Mineral properties

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



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



Oil and gas properties

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

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

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

F-10



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









2.

SIGNIFICANT ACCOUNTING POLICIES(contd)



Asset retirement obligations



The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or decrease to the carrying amount of the liability and the related long-lived asset. To date the Company does not have any significant asset retirement obligations.



Loss per share



The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method, the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the years presented, this calculation proved to be anti-dilutive.  At February 28, 2009, February 29, 2008 and February 28, 2007, the total number of potentially dilutive shares excluded from loss per share was 9,718,000 for 2009, 12,682,582 for 2008 and 15,297,287 for 2007.



Basic loss per share is calculated using the weighted average number of common shares outstanding during the year.



Income taxes



Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.



Stock-based compensation



The Company uses the fair value method whereby the Company recognizes compensation costs over the vesting period for the granting of all stock options and direct awards of stock.  Fair value is determined using the Black-Scholes option pricing model.  Any consideration paid by the option holder to purchase shares is credited to capital stock.



Foreign currency translation



The Company's subsidiaries are considered integrated operations and are translated into Canadian dollars using the temporal method.  Under this method, monetary items are translated at the exchange rate in effect at the balance sheet date, non-monetary items are translated at historical rates, and revenue and expense items are translated at exchange  rates approximating those in effect on the date of the transaction.  Exchange gains or losses arising on translation of foreign currency items are included in operating results.



Foreign currency denominated monetary items are translated at year-end exchange rates. Exchange gains and losses arising on translation are included in operating results.

F-11



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









2.

SIGNIFICANT ACCOUNTING POLICIES(contd)



Financial instruments  recognition and measurement



The Company classifies its financial instruments into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale or other financial liabilities. All financial instruments and derivatives are measured in the balance sheet at fair value except for loans and receivables, held-to maturity instruments and other financial liabilities which are measured at amortized cost.  Subsequent measurement and changes in fair value will depend on their initial classification as follows: (1) held-for-trading financial instruments are measured at fair value and changes in fair value are recognized in net income; (2) available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and (3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sale normal purchase exemption and changes in their fair value are recorded in income unless cash flow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income.



The Company classifies its cash, restricted cash and contractor deposit as held-for-trading and its investments as available-for-sale. Receivables and amounts due from joint venture are classified as loans and receivables, and accounts payable and accrued liabilities are classified as other financial liabilities, all of which are measured at amortized cost.



Transaction costs incurred upon the issuance of debt instruments or modification of a financial liability are deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability.



Comprehensive income



Comprehensive income is the change in shareholders equity during a period from transactions and other events from non-owner sources.  The Company presents such gains and losses in other comprehensive income until it is considered appropriate to be recognized in net earnings.



NEW ACCOUNTING POLICIES



Going concern



Effective March 1, 2008 the Company prospectively adopted the amended CICA Handbook Section 1400, General Standards of Financial Statement Presentation, which requires management to make an assessment of the Companys ability to continue as a going concern. When financial statements are not prepared on a going-concern basis, that fact shall be disclosed together with the basis on which the financial statements are prepared and the reason why the Company is not considered a going concern. The Company reports on a going-concern basis and the adoption of this amended standard had no effect on the Companys financial statements.



Capital disclosures



In February 2007, the Canadian Institute of Chartered Accountants (CICA) issued Handbook Section 1535, Capital Disclosures, which requires the disclosure of both qualitative and quantitative information that provides users of financial statements with information to evaluate the entitys objectives, policies and procedures for managing capital. The Company prospectively adopted the CICA recommendations effective March 1, 2008. See Note 14 for more detail.



F-12



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









2.

SIGNIFICANT ACCOUNTING POLICIES(contd)



NEW ACCOUNTING POLICIES (contd)



Financial instruments



In February 2007, the CICA issued two new standards, Section 3862 Financial Instruments Disclosures and Section 3863 Financial Instruments Presentation. These sections replaced the previous Section 3861, Financial Instruments Disclosure and Presentation. Section 3862 provides users with information to evaluate the significance of the financial instruments of the entitys financial position and performances, nature and extent of risks arising from financial instruments, and how the entity manages those risks. Section 3863 deals with the classification of financial instruments, related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. The Company prospectively adopted these sections effective March 1, 2008. See Note 11 for more detail.



RECENT ACCOUNTING PRONOUNCEMENTS



Goodwill and intangible assets



In February 2008, the CICA issued Handbook Section 3064 Goodwill and intangible assets, replacing Section 3062, Goodwill and other intangible assets and Section 3450, Research and development costs. This section establishes standards for the recognition, measurement, presentation, and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The new section is effective for years beginning on or after October 1, 2008. The Company does not believe the adoption of this new section will have a significant effect on its financial statements.



Business combinations



In January 2009, the CICA issued the new Handbook Section 1582 Business Combinations, effective for fiscal years beginning on or after January 1, 2011. This pronouncement further aligns Canadian GAAP with US GAAP and IFRS and changes the accounting for business combinations in a number of areas. It establishes principles and requirements governing how an acquiring company recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree, and goodwill acquired. The section also establishes disclosure requirements that will enable users of the acquiring companys financial statements to evaluate the nature and financial effects of its business combinations. This standard is not expected to have any effect on the Companys financial statements unless and until one or more business combination transactions occur.



International Financial Reporting Standards(IFRS)



In February 2008 the Canadian Accounting Standards Board ("AcSB") announced that publicly-listed companies are to adopt IFRS, replacing Canadian GAAP, for interim and annual financial statements relating to fiscal periods beginning on or after January 1, 2011. Accordingly, the Company will commence reporting under IFRS for its fiscal year commencing March 1, 2011, and will present its first IFRS-based financial statements for its fiscal quarter ending May 31, 2011. These statements will require comparative amounts determined under IFRS for the prior fiscal year period, which in turn will require the restatement to conform with IFRS of the Companys balance sheet at February 28, 2010. While the Company has begun assessing the adoption of IFRS in 2011, the complete financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. The Company has to date determined that it expects to be able to carry forward its accounting policies in respect of mineral properties, which are among its most significant accounting policies, unchanged under IFRS.

F-13



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









3.

INVESTMENTS



At February 28, 2009 investments consisted of 1,197,906 shares of Lund Gold Ltd. (Lund) acquired in 2007 at a fair value of $371,352 which has been written down by $83,855 during the year ended February 29, 2008 and by a further $215,623 during the year ended February 28, 2009 to reflect fair values at those dates. These fair value adjustments have been charged to comprehensive income (loss). The Lund shares trade on the TSX Venture Exchange and fair values are readily determinable from this active public market. Lund is related to the Company, having a number of directors in common.



During the year ended February 28, 2009, the Company delivered 750,000 shares of Surge Global Energy Inc. (Surge) with a fair value of $81,650 as partial consideration for the acquisition from Surge of a 17.52% interest in the Santa Rosa oil and gas project as described in Note 5(c). The shares had a fair value of $75,165 at February 29, 2008 and the increase in fair value to the date of disposition was credited against other comprehensive loss. During fiscal 2008, 144,500 shares were sold (2007  105,500 shares) resulting in a net realized loss of $12,679 (2007  net gain of $83,281). The reduction in fair value of $447,458 during the period ended February 29, 2008 was charged to the statement of comprehensive loss.  The difference between cost and market value of $677,888 as at February 28, 2007 was charged to the statement of operations. The Surge shares trade on the NASD Over the Counter Bulletin Board and fair values are readily determinable from this active public market.





4.

EQUIPMENT AND FIXTURES



| |                        |      |         |      |              |   |            |  |   |        |   |              |   |           
| | ---------------------- | ---- | ------- | ---- | ------------ | - | ---------- |  | - | ------ | - | ------------ | - | ----------
| |                        | 2009 |         | 2008
| |                       
| |                        |      |         |      | Accumulated  |   | Net        |  |   |        |   | Accumulated  |   | Net       
| |                        |      | Cost    |      | Amortization |   | Book Value |  |   | Cost   |   | Amortization |   | Book Value
| |                       
| | Leasehold improvements | $    | 197,521 | $    | 29,322       | $ | 168,199    |  | $ | 11,632 | $ | -            | $ | 11,632    
| | Office furniture       |      | 51,056  |      | 7,623        |   | 43,433     |  |   | 27,410 |   | 5,929        |   | 21,481    
| | Computer equipment     |      | 2,289   |      | 458          |   | 1,831      |  |   | 20,570 |   | 16,538       |   | 4,032     
| |                       
| |                        | $    | 250,866 | $    | 37,403       | $ | 213,463    |  | $ | 59,612 | $ | 22,467       | $ | 37,145    



Certain equipment and fixtures with a cost of $26,871 and accumulated amortization of $22,467 as at February 29, 2008 were fully amortized during fiscal 2009 and removed from the balances presented for February 28, 2009.



Amortization of leasehold improvements and certain newly acquired office furniture and computer equipment commenced June 2008 with the beginning of a renewal term of a lease held by a company related by having a number of directors in common. Subsequent to February 28, 2009 the Company became a party to the lease, as described in Note 15.







F-14



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









5.

RESOURCE PROPERTIES



2009
      
      
      2008Sabodala mineral project, Sénégal
      $
      36,759,620
      
      $
      19,924,177Santa Rosa oil and gas project, Argentina
      
      3,532,644
      
      
      1,322,329$
      40,292,264
      
      $
      21,246,506




Sabodala,
      
      
      Santa Rosa,
      
      
      
      Carneirinho,
      
      
      
      TotalSénégal
      
      
      Argentina
      
      
      
      BrazilBalance, February 28, 2007
      $
      9,511,957
      
      $
      1,065,300
      
      
      $
      252,461
      
      
      $
      10,829,718Acquisition costs
      
      -
      
      
      -
      
      
      
      118,891
      
      
      
      118,891Proceeds of disposition (Note 5(b))
      
      -
      
      
      -
      
      
      
      (371,352
      )
      
      
      (371,352
      )Camp operation
      
      1,019,666
      
      
      -
      
      
      
      -
      
      
      
      1,019,666Contractors and geological staff
      
      1,089,405
      
      
      127,753
      
      
      
      -
      
      
      
      1,217,158Corporate services fee
      
      1,224,622
      
      
      -
      
      
      
      -
      
      
      
      1,224,622Drilling
      
      4,649,594
      
      
      -
      
      
      
      -
      
      
      
      4,649,594Exploration office
      
      63,062
      
      
      48,025
      
      
      
      -
      
      
      
      111,087Insurance
      
      11,409
      
      
      -
      
      
      
      -
      
      
      
      11,409Land and legal
      
      183,655
      
      
      90,996
      
      
      
      -
      
      
      
      274,651Presumptive minimum tax
      
      -
      
      
      16,912
      
      
      
      -
      
      
      
      16,912Sample analysis
      
      1,291,653
      
      
      -
      
      
      
      -
      
      
      
      1,291,653Social programs
      
      65,860
      
      
      -
      
      
      
      -
      
      
      
      65,860Travel and accommodation
      
      393,532
      
      
      107,756
      
      
      
      -
      
      
      
      501,288Wages and benefits
      
      419,762
      
      
      -
      
      
      
      -
      
      
      
      419,762Cost reclassifications
      
      -
      
      
      (134,413
      )
      
      
      -
      
      
      
      (134,413
      )10,412,220
      
      
      257,029
      
      
      
      (252,461
      )
      
      
      10,416,788Balance, February 29, 2008
      
      19,924,177
      
      
      1,322,329
      
      
      
      -
      
      
      
      21,246,506Acquisition costs
      
      -
      
      
      707,636
      
      
      
      -
      
      
      
      707,636Camp operation
      
      1,692,971
      
      
      -
      
      
      
      -
      
      
      
      1,692,971Contractors and geological staff
      
      1,375,398
      
      
      499,254
      
      
      
      -
      
      
      
      1,874,652Corporate services fee
      
      1,656,035
      
      
      -
      
      
      
      -
      
      
      
      1,656,035Drilling
      
      7,189,120
      
      
      -
      
      
      
      -
      
      
      
      7,189,120Engineering
      
      1,038,643
      
      
      -
      
      
      
      -
      
      
      
      1,038,643Exploration office
      
      212,772
      
      
      91,832
      
      
      
      -
      
      
      
      304,604Insurance
      
      40,886
      
      
      10,991
      
      
      
      -
      
      
      
      51,877Land and legal
      
      43,243
      
      
      241,038
      
      
      
      -
      
      
      
      284,281Presumptive minimum tax
      
      -
      
      
      37,698
      
      
      
      -
      
      
      
      37,698Sample analysis
      
      2,111,989
      
      
      -
      
      
      
      -
      
      
      
      2,111,989Social programs
      
      274,156
      
      
      -
      
      
      
      -
      
      
      
      274,156Tenure payments and mineral bonds
      
      -
      
      
      395,397
      
      
      
      -
      
      
      
      395,397Travel and accommodation
      
      422,760
      
      
      138,507
      
      
      
      -
      
      
      
      561,267Value added taxes
      
      -
      
      
      87,962
      
      
      
      -
      
      
      
      87,962Wages and benefits
      
      777,470
      
      
      -
      
      
      
      -
      
      
      
      777,47016,835,443
      
      
      2,210,315
      
      
      
      -
      
      
      
      19,045,758Balance, February 28, 2009
      $
      36,759,620
      
      $
      3,532,644
      
      
      $
      -
      
      
      $
      40,292,264


F-15



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









5.

RESOURCE PROPERTIES (contd)



The Company holds its exploration rights to the Sabodala and Santa Rosa projects by way of rights granted by the sovereign governments of the jurisdictions in which they are located.  The Company has investigated the status of its rights in and to each of its resource properties and, to the best of its knowledge, these rights are in good standing.



The Companys oil and gas assets, namely the Santa Rosa property, are unproved and as such there is no basis on which to recognize depletion.



a)

Sabodala, Sénégal



In October 2004 the Company was awarded an exploration concession in Sénégal known as the Sabodala Project and the Companys rights were formalized in a Mining Convention with the government of Sénégal dated February 17, 2005 and updated thereafter. The Mining Convention grants the Company the sole right to acquire a 100% interest in this project, subject to a 10% free carried interest, after repayment of capital, held in favour of the government of Sénégal. The Sabodala Project is held by Oromin Joint Venture Group Ltd. (OJVG), a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Limited (SHL), a company wholly-owned by the Company, 43.5% by Bendon International Ltd. (Bendon), an arms length private company incorporated in the British Virgin Islands, and 13.0% by Badr Investment & Finance Company (Badr), an arms length private company based in Saudi Arabia. The Company provides exploration and management services to OJVG for which it may recover a portion of its administration costs.  In order to acquire its interest in the Sabodala Property, OJVG was obliged to spend at least US$8 million on exploration of the Sabodala Property by April 17, 2007, a condition which was met in October 2006. In March 2007 the Government of Sénégal granted a 20 month extension, to December 2008, to the current Mining Convention conditional on the joint venture spending an additional US$12,000,000 during the extension period. This expenditure has been met. In December 2008 the Government of Sénégal granted a further 12 month extension, to December 22, 2009, to the current Mining Convention conditional on the joint venture spending an additional US$12,000,000 during the extension period.



OJVG was incorporated in August 2006 in anticipation of the completion of the US$8 million expenditure obligation, and in December 2006, SHL, Bendon and Badr completed a shareholders agreement governing the conduct of OJVG and the Sabodala Project. Under the terms of a prior agreement which has been superseded by the establishment of OJVG, Bendon provided the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. During the year ended February 28, 2006, the Company incurred exploration and general and administrative costs as project manager and recovered $3,329,267 (US$2.8 million) from Bendon. Following the completion of the US$8 million obligation in October 2006, SHL and Bendon were required to fund and have been funding further exploration and related costs of the Sabodala Project equally; Badr has a free carried interest through the commencement of production.  The Company billed OJVG $667,112 as project administration fees during the year ended February 28, 2009. This amount plus $1,120,046 advanced to OJVG during the year ended February 28, 2009 comprise the amount shown as advances to joint venture on the balance sheet.



Pursuant to a corporate advisory agreement entered into October 25, 2007 with Bendon, the Company paid Bendon $1,224,622 (US$1,250,000) during the year ended February 29, 2008 and $1,656,035 (US$1,500,000) during the year ended February 28, 2009. Effective March 11, 2009 the Company agreed to a renewal of the corporate advisory agreement, and committed to make payments totaling US$1,250,000 between March and December 2009. This agreement has not been fully executed as of the audit report date and no payments are required until it is fully executed.





F-16



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









5.

RESOURCE PROPERTIES (contd)



a)

Sabodala, Sénégal(contd)



The Companys proportionate interest in OJVG is summarized as follows:



| |                                   |   |             |   |   |            |   |   |            |  
| | --------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | -
| |                                   |   | 2009        |   |   | 2008       |   |   | 2007       |  
| | ASSETS                            |   |             |   |   |            |   |   |            |  
| | Current                           |   |             |   |   |            |   |   |            |  
| | Cash                              | $ | 204,289     |   | $ | 997,924    |   |   |            |  
| | Receivables                       |   | 77,727      |   |   | 55,182     |   |   |            |  
| |                                   |   | 282,016     |   |   | 1,053,106  |   |   |            |  
| | Resource properties               |   | 34,546,075  |   |   | 18,667,487 |   |   |            |  
| | Contractor deposit                |   | 222,372     |   |   | 171,465    |   |   |            |  
| |                                   | $ | 35,050,463  |   | $ | 19,892,058 |   |   |            |  
| | LIABILITIES                       |   |             |   |   |            |   |   |            |  
| | Current liabilities               | $ | 1,974,501   |   | $ | 1,106,104  |   |   |            |  
| | SHAREHOLDERS EQUITY              |   |             |   |   |            |   |   |            |  
| | Equity                            |   | 32,863,420  |   |   | 18,760,686 |   |   |            |  
| | Retained earnings                 |   | 212,542     |   |   | 25,268     |   |   |            |  
| |                                   |   | 33,075,962  |   |   | 18,785,954 |   |   |            |  
| |                                   | $ | 35,050,463  |   | $ | 19,892,058 |   |   |            |  
| | Cash flows provided by (used in): |   |             |   |   |            |   |   |            |  
| | Operating activities              | $ | 136,367     |   | $ | 25,268     |   | $ | -          |  
| | Financing activities              |   | 14,102,734  |   |   | 10,305,734 |   |   | 2,169,026  |  
| | Investing activities              |   | (15,032,736 | ) |   | (9,333,078 | ) |   | (2,169,026 | )



The Companys share of OJVGs income for the years ended February 28, 2009, February 29, 2008 and February 28, 2007 was $187,274 , $25,268 and $Nil respectively.



b)

Carneirinho, Brazil



During the year ended February 28, 2005, the Company and Lund, a company related by way of common directors, were granted an option to jointly acquire a 100% interest in the Carneirinho gold property in north-central Brazil.  The option was structured in two stages with the companies jointly acquiring a 50% interest at each stage.  In April 2007 the Company sold its interest in the project to Lund, in consideration of the issue by Lund of 1,197,906 of its treasury shares to the Company at a fair value of $371,352.  This amount included an option payment of US $100,000 ($118,891) made by the Company in March 2007 prior to the sale to Lund.

F-17



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









5.

RESOURCE PROPERTIES (contd)

c)

Santa Rosa, Argentina

On September 29, 2000, the Company, through its subsidiary Exploraciones Oromin, S.A. (EOSA), submitted a bid to the Secretariat of Energy of the Republic of Argentina (the Secretariat) to acquire certain oil and gas rights in the Cuyana Basin of central Argentina.  In March 2001, the Secretariat approved the Companys bid to acquire a 100% interest in those certain oil and gas exploration rights, which are located in the Province of Mendoza (the Santa Rosa Property). In January 2007 the federal government of the Republic of Argentina agreed to the assumption by the Province of Mendoza of jurisdiction over hydrocarbon resources in the province.

On May 2, 2008 the government of the Province of Mendoza issued Decree 1018/2008 which formally granted to EOSA the exploration and exploitation rights over the oil and gas concession comprising the Santa Rosa Property. Pursuant to the decree the Company is committed to incur exploration expenditures of US$600,000 by May 1, 2011.

The Companys exploration rights will remain in effect for a period of six years from the date of formal acceptance by government authorities and will be converted into exploitation rights for a further period of 25 years if commercial quantities of hydrocarbons are discovered.  Also pursuant to the May 2, 2008 decree, the Company was required to and did put in place a performance bond to guarantee a minimum US$600,000 exploration expenditure. If the Company fails to carry out the minimum expenditure, under certain circumstances the arms length bonding company which has provided the bond has recourse to the Company for the cash value of any shortfall.

Agreements with Surge Global Energy, Inc.

By a series of agreements over the period June 2002 through February 2005 the Company, through its subsidiaries, conveyed an effective 17.52% interest in the Santa Rosa Property to Surge, a corporation whose shares trade on the OTC Bulletin Board market in the United States, in consideration of the payment by Surge during the 2005 fiscal year of US$600,000 in cash and the issue to a subsidiary of the Company of 1,000,000 shares of Surge. The cash payment was translated as $832,680 and the Surge shares ascribed a fair value of $1,377,940 at the time received, and a subsidiary of the Company which indirectly holds the Santa Rosa Project issued common shares to Surge to establish Surges agreed 17.52% interest. During the 2007 and 2008 fiscal years the Company sold a total of 250,000 of the Surge shares. A director of the Company served as a director of Surge from August 2002 until April 2007.



Effective March 25, 2008 the Company acquired back from Surge the 17.52% interest in consideration of the payment to Surge of US$600,000 and the delivery to Surge of 1,000,000 of Surges shares, of which 750,000 were the balance after the sales described above of the shares originally obtained, and 250,000 were acquired from a director and senior officer of the Company.



Participation interest of Otto Energy Ltd.



On November 15, 2005, the Company entered into a letter of intent (the LOI) with Otto Energy Ltd. (Otto), a corporation whose shares trade on the Australian Stock Exchange, whereby Otto could acquire up to a 41.24% interest in the Santa Rosa Property, in two stages, by spending up to US$2,297,381 on exploration and development of the project.  In December 2008 the LOI was replaced by a joint venture agreement, pursuant to which Otto elected to acquire a 32.48% interest in the project by paying US$1,400,000. This acquisition was completed in May 2009 and the US$1,400,000 payment was received.





F-18



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









6.

PERFORMANCE BOND  RESTRICTED CASH



The Company has a bond lodged at a bank in Argentina with a value of US$19,300 (2008  US$68,125) maturing on August 3, 2012. The bond bears interest at the six month LIBOR rate payable semi-annually. This bond was established in 2002 to secure the Santa Rosa property bid in Argentina (Note 5(c)) and is subject to annual releases of US$13,625 commencing in 2005. During the year ended February 29, 2008, the Company received its releases for 2005, 2006 and 2007, which previously had remained on deposit. The release of US$13,625 for 2008 was received in April 2009. In October 2008 agencies of the federal government of Argentina seized US$35,200 of the balance as part of a taxation dispute. The Company expects the dispute to be resolved in its favour and the amount of the seized funds is recorded as a current amount receivable.





7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS



a)

In December 2006, the Company closed a non-brokered private placement of 3,030,500 units and a brokered private placement of 6,061,000 units, all at a price of $1.65 per unit for proceeds of $13,609,604 (net of share issue costs of $1,391,371).  Each unit consisted of one share and one half share purchase warrant, every whole warrant entitling the purchase of one additional share at a price of $2.20 per share until December 7, 2008.  The warrants were subject to forced conversion provisions whereby if the closing trading price of the Companys shares exceeded $3.40 for twenty consecutive trading days, the Company could provide notice of the warrants expiry within 21 days following such notice. The Company also issued 606,100 broker compensation warrants with a value of $377,142. Each broker warrant was exercisable for one common share at $1.65 per share until December 7, 2008. The assumptions used for the Black-Scholes valuation of the broker warrants were a risk-free interest rate 3.79%, an expected life of two years, a dividend rate of 0% and an annualized volatility of 64.69%.



b)

In November 2007, the Company closed a non-brokered private placement of 1,800,000 units and a brokered private placement of 5,400,000 units, all at a price of $2.50 per unit for proceeds of $16,569,024 (net of share issue costs of $1,430,976).  Each unit consisted of one share and one half share purchase warrant, every whole warrant entitling the purchase of one additional share at a price of $3.30 per share until November 15, 2009 in the case of 2,700,000 warrants and November 26, 2009 in the case of 900,000 warrants.  The warrants are subject to forced conversion provisions whereby if the closing trading price of the Companys shares equals or exceeds $5.00 for twenty consecutive trading days, the Company may provide notice that the warrants will expire within 21 days following such notice. The Company also issued 540,000 broker compensation warrants with a value of $545,821. Each broker warrant can be exercised for one common share at $2.75 per share until November 15, 2009. The assumptions used for the Black-Scholes valuation of the broker warrants were a risk-free interest rate 4.08%, an expected life of two years, a dividend rate of 0% and an annualized volatility of 62.35%.











F-19



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (contd)





| |                                                                        |            |  |   |            |   |  |   |             |  
| | ---------------------------------------------------------------------- | ---------- |  | - | ---------- | - |  | - | ----------- | -
| |                                                                        | Number     |  |   |            |   |  |   | Contributed |  
| |                                                                        | of Shares  |  |   | Amount     |   |  |   | Surplus     |  
| | Authorized                                                             |            |  |   |            |   |  |   |             |  
| | An unlimited number of common shares no par value                      |            |  |   |            |   |  |   |             |  
| |                                                                       
| | Issued                                                                 |            |  |   |            |   |  |   |             |  
| | Balance as at February 28, 2006                                        | 40,494,088 |  | $ | 19,964,141 |   |  | $ | 2,500,570   |  
| | For cash pursuant to private placement (a)                             | 9,091,500  |  |   | 13,609,604 |   |  |   | -           |  
| | Broker compensation warrants                                           | -          |  |   | -          |   |  |   | 377,142     |  
| | For cash on exercise of warrants                                       | 135,290    |  |   | 162,348    |   |  |   | -           |  
| | For cash on exercise of stock options                                  | 737,000    |  |   | 566,350    |   |  |   | -           |  
| | Transfer from contributed surplus on exercise of stock options         | -          |  |   | 333,066    |   |  |   | (333,066    | )
| | Stock-based compensation                                               | -          |  |   | -          |   |  |   | 652,789     |  
| |                                                                       
| | Balance as at February 28, 2007                                        | 50,457,878 |  |   | 34,635,509 |   |  |   | 3,197,435   |  
| | For cash pursuant to private placement (b)                             | 7,200,000  |  |   | 16,569,024 |   |  |   | -           |  
| | Broker compensation warrants                                           | -          |  |   | (545,821   | ) |  |   | 545,821     |  
| | For cash on exercise of warrants                                       | 7,088,705  |  |   | 6,559,166  |   |  |   | -           |  
| | For cash on exercise of stock options                                  | 226,000    |  |   | 66,300     |   |  |   | -           |  
| | Transfer from contributed surplus on exercise of stock options         | -          |  |   | 40,855     |   |  |   | ( 40,855    | )
| | Transfer from contributed surplus on exercise of compensation warrants | -          |  |   | 183,978    |   |  |   | (183,978    | )
| | Stock-based compensation                                               | -          |  |   | -          |   |  |   | 627,334     |  
| |                                                                       
| | Balance as at February 29, 2008                                        | 64,972,583 |  |   | 57,509,011 |   |  |   | 4,145,757   |  
| | For cash on exercise of stock options                                  | 1,025,000  |  |   | 554,500    |   |  |   | -           |  
| | For cash on exercise of warrants                                       | 70,023     |  |   | 138,598    |   |  |   | -           |  
| | Transfer from contributed surplus on exercise of stock options         | -          |  |   | 309,088    |   |  |   | (309,088    | )
| | Transfer from contributed surplus on exercise of compensation warrants | -          |  |   | 17,002     |   |  |   | ( 17,002    | )
| | Stock-based compensation                                               | -          |  |   | -          |   |  |   | 4,655,439   |  
| |                                                                       
| | Balance as at February 28, 2009                                        | 66,067,606 |  | $ | 58,528,199 |   |  | $ | 8,475,106   |  









F-20



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









8.

STOCK OPTIONS



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



Stock option transactions are summarized as follows:



2009
      
      2008
      
      2007Weighted
      
      
      
      
      
      Weighted
      
      
      
      
      
      WeightedAverage
      
      
      
      
      
      Average
      
      
      
      
      
      AverageNumber
      
      
      Exercise
      
      
      Number
      
      
      Exercise
      
      
      Number
      
      
      Exerciseof Shares
      
      
      Price
      
      
      of Shares
      
      
      Price
      
      
      of Shares
      
      
      PriceOutstanding, beginning of year
      3,958,000
      
      $
      1.50
      
      
      3,624,000
      
      $
      1.23
      
      
      3,821,000
      
      $
      1.03Granted
      2,645,000
      
      
      3.23
      
      
      560,000
      
      
      2.80
      
      
      540,000
      
      
      2.00Exercised
      (1,025,000
      )
      
      0.54
      
      
      (226,000
      )
      
      0.29
      
      
      (737,000
      )
      
      0.77Outstanding, end of year
      5,578,000
      
      $
      2.50
      
      
      3,958,000
      
      $
      1.50
      
      
      3,624,000
      
      $
      1.23Exercisable, end ofyear
      5,578,000
      
      $
      2.50
      
      
      3,751,750
      
      $
      1.43
      
      
      3,624,000
      
      $
      1.23




During fiscal 2009, the Company granted options to acquire 2,645,000 (2008  560,000; 2007  540,000) common shares with a weighted average fair value of $1.65 (2008  $1.66; 2007  $1.21) per option, of which 2,645,000 (2008  353,750; 2007  540,000) vested during the year resulting in stock-based compensation being recognized of $4,365,242 (2008  $627,334; 2007  $652,789). An additional $290,197 in stock-based compensation was recognized in respect of the vesting of options granted in prior years.



The following assumptions were used for the Black-Scholes valuation of options granted during the years:



| |                         |              |              |             
| | ----------------------- | ------------ | ------------ | ------------
| |                         | 2009         | 2008         | 2007        
| |                        
| | Risk-free interest rate | 2.8  3.0%   | 4.2  4.6%   | 4.0  4.4%  
| | Expected life           | 2 to 5 years | 2 to 5 years | 2 to 5 years
| | Annualized volatility   | 54  78 %    | 62  82 %    | 62  79 %   
| | Dividend rate           | 0%           | 0%           | 0%          









F-21



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









8.

STOCK OPTIONS(contd.)



As at February 28, 2009, the following stock options were outstanding and exercisable:



Exercise
      
      Number of shares
      
      
      Number of sharesprice
      
      outstanding
      
      Expiry date
      exercisable$
      2.60
      
      100,000
      
      July 1, 2009
      100,0000.40
      
      75,000
      
      June 1, 2010
      75,0000.35
      
      87,000
      
      July 12, 2010
      87,0000.70
      
      300,000
      
      September 15, 2010
      300,0002.79
      
      75,000
      
      October 1, 2010
      75,0000.80
      
      100,000
      
      November 22, 2010
      100,0001.90
      
      1,621,000
      
      February 15, 2011
      1,621,0002.02
      
      20,000
      
      April 21, 2011
      20,0002.13
      
      100,000
      
      May 4, 2011
      100,0002.04
      
      70,000
      
      January 9, 2012
      70,0002.80
      
      200,000
      
      April 20, 2012
      200,0002.91
      
      85,000
      
      May 8, 2012
      85,0002.91
      
      100,000
      
      May 9, 2012
      100,0003.40
      
      75,000
      
      March 1, 2013
      75,0003.25
      
      2,320,000
      
      March 26, 2013
      2,320,0003.00
      
      250,000
      
      May 14, 2013
      250,0005,578,000
      
      
      5,578,000




9.

WARRANTS



Share purchase warrant transactions are summarized as follows:



2009
      
      2008
      
      2007Weighted
      
      
      
      
      Weighted
      
      
      
      
      WeightedAverage
      
      
      
      
      Average
      
      
      
      
      AverageNumber
      
      
      Exercise
      
      Number
      
      
      Exercise
      
      Number
      
      
      Exerciseof Shares
      
      
      Price
      
      of Shares
      
      
      Price
      
      of Shares
      
      
      PriceBalance, beginning of year
      8,724,582
      
      $
      2.67
      
      11,673,287
      
      $
      1.41
      
      6,656,727
      
      $
      1.00Issued
      -
      
      
      -
      
      4,140,000
      
      
      3.23
      
      5,151,850
      
      
      2.14Exercised
      ( 70,023
      )
      
      1.99
      
      (7,088,705
      )
      
      0.93
      
      (135,290
      )
      
      1.20Expired
      (4,514,559
      )
      
      2.17
      
      -
      
      
      -
      
      -
      
      
      -Balance, end of year
      4,140,000
      
      $
      3.23
      
      8,724,582
      
      $
      2.67
      
      11,673,287
      
      $
      1.41




F-22





---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









9.

WARRANTS(contd)



As at February 28, 2009, the following share purchase warrants were outstanding and exercisable:



Number
      
      Exerciseof Shares
      
      Price
      
      Expiry Date2,700,000
      $
      3.30
      
      November 15, 2009*540,000
      
      2.75
      
      November 15, 2009900,000
      
      3.30
      
      November 26, 2009*4,140,000




* These warrants are subject to forced conversion provisions as outlined in Note 7(b).





10.

RELATED PARTY TRANSACTIONS



The Company incurred costs with directors and companies related by directors in common as follows:



2009
      
      2008
      
      2007Rent
      $
      88,783
      $
      52,920
      $
      50,920Professional and consulting fees
      
      357,734
      
      334,024
      
      350,965Salaries and benefits
      
      258,400
      
      229,153
      
      182,750




Professional and consulting fees and salaries and benefits have been expensed to operations, capitalized to resource properties or recorded as share issue costs, based on the nature of the expenditure.



Included in accounts payable and accrued liabilities at February 28, 2009 is $114,938 (February 29, 2008 - $37,098) due to directors and companies with common directors.



These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.









F-23



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









11.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT



The Companys financial instruments consist of cash, receivables, investments, contractor deposit, restricted cash, and accounts payable and accrued liabilities. The balance of restricted cash is not material. The carrying values of cash, receivables, contractor deposit, and accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturity. Investments are recorded at fair value based on quoted market prices at the balance sheet date.



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



Foreign currency risk



Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash and receivables, the contractor deposit, and a portion of its accounts payable and accrued liabilities in United States dollars (USD), Argentinean pesos, Euros or CFA francs  a currency which has a fixed exchange rate with the Euro. At February 28, 2009 the Companys exposure to exchange rate changes for the peso, Euro or CFA franc was not material; however, its exposure to exchange rate changes for the USD was $29,090 for each one per cent change, and, accordingly, a ten per cent increase or decrease in the exchange rate of the CAD versus the USD would result in an increase or decrease in foreign exchange gain of $290,900. To date the Company has elected not to hedge its USD exposures by futures or options strategies.



Liquidity risk



Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 28, 2009 the Company held cash resources of $6,550,450 and had accounts payable and accrued liabilities of $2,332,359 and is able to meet its obligations as they became due. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on managements ability to raise the funds required through future equity financings. If such funds cannot be raised, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration and corporate activities and anticipating investing and financing activities.  Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings.



Equity market risk



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



Interest rate risk



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



F-24



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









11.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (contd)



Credit risk



Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, or, to a lesser extent, at major banks in Sénégal and in Argentina. The Companys material receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk.





12.

INCOME TAXES



A reconciliation of income taxes at statutory rates with the reported taxes is as follows:



2009
      
      
      
      2008
      
      
      
      2007Loss for the year
      $
      (4,574,185
      )
      
      $
      (1,377,648
      )
      
      $
      (1,801,883
      )Expected income tax recovery
      $
      1,387,544
      
      
      $
      464,067
      
      
      $
      644,840Stock-based compensation and other permanent differences
      
      (1,490,272
      )
      
      
      (221,935
      )
      
      
      (547,324
      )Effect of reduction in future income tax rates
      
      (96,574
      )
      
      
      (521,425
      )
      
      
      -Change in valuation allowance
      
      199,302
      
      
      
      279,293
      
      
      
      (97,516
      )$
      -
      
      
      $
      -
      
      
      $
      -




The significant components of the Companys future income tax assets are as follows:



2009
      
      
      
      2008Future income tax assetsResource properties and equipment
      $
      2,044,763
      
      
      $
      2,353,185Non-capital loss carry-forwards
      
      742,031
      
      
      
      906,545Share issue costs
      
      323,764
      
      
      
      471,754Other
      
      79,496
      
      
      
      43,7753,190,054
      
      
      
      3,775,259Less: valuation allowance
      
      (3,190,054
      )
      
      
      (3,775,259
      )$
      -
      
      
      $
      -




The Company has non-capital losses of approximately $2,900,000 (2008  $3,400,000) available for deduction against future years taxable income in Canada.  These losses, if unutilized, will expire up to 2029.  The future tax benefits which may arise as a result of these non-capital losses, resource expenditures and other future tax assets have not been recognized in these consolidated financial statements and have been offset by a valuation allowance.

F-25



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









13.

SEGMENT INFORMATION



The Company has one operating segment, being the exploration of resource properties. The Companys equipment and resource properties are located in the following geographic areas:



2009
      
      
      2008Sénégal
      $
      36,759,620
      
      $
      19,924,177Argentina
      
      3,532,644
      
      
      1,322,329Canada
      
      213,463
      
      
      37,145$
      40,505,727
      
      $
      21,283,651






14.

CAPITAL MANAGEMENT



The capital of the Company consists of the items included in shareholders equity. The Company manages its capital structure and makes adjustments to it based on the funds required by and available to the Company. The Companys objective for capital management is to plan for the capital required to support the Companys ongoing acquisition and exploration of its mineral properties and to provide sufficient funds for its corporate activities.



The Companys mineral properties are in the exploration stage. As an exploration stage company, the Company is currently unable to self-finance its operations. The Company has historically relied on equity financings to finance operations. In order to carry out the Companys planned exploration programs and to pay for administrative costs, the Company will spend its existing working capital and raise additional funds as required. The Company uses a planning and budgeting process to manage its capital requirements.



15.

COMMITMENT



Effective April 1, 2009 the Company became a joint party to a lease on its office premises in Vancouver, Canada which terminates May 31, 2013. Jointly with a company related by having a number of common directors, the Company is committed to annual lease payments as follow, for the fiscal years ended February 28 or 29:

| |  |      |   |         |  |                                                      
| |  | ---- | - | ------- |  | -----------------------------------------------------
| |  | 2010 | $ | 206,597 |  | For the ten months April 1, 2009 to February 28, 2010
| |  | 2011 |   | 230,882 |  | For the 12 month fiscal year                         
| |  | 2012 |   | 237,815 |  | For the 12 month fiscal year                         
| |  | 2013 |   | 240,161 |  | For the 12 month fiscal year                         
| |  | 2014 |   | 60,541  |  | For the three months March 1, 2013 to termination    









F-26



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

February 28, 2009









16.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS



2009
      
      
      
      2008
      
      
      
      2007Non-cash operating activitiesAccounts payable incurred for resource property expenditures
      $
      2,110,789
      
      
      $
      1,516,482
      
      
      $
      1,168,252Performance bond included in receivables
      
      (62,042
      )
      
      
      -
      
      
      
      -$
      2,048,747
      
      
      $
      1,516,482
      
      
      $
      1,168,252Non-cash financing activitiesExercise of stock options
      $
      (309,088
      )
      
      $
      (40,855
      )
      
      $
      (333,066
      )Contributed surplus allocated to capital stock on exercise of stock options
      
      309,088
      
      
      
      40,855
      
      
      
      333,066Broker compensation warrants
      
      -
      
      
      
      545,821
      
      
      
      377,142Contributed surplus arising from broker compensation warrants
      
      -
      
      
      
      (545,821
      )
      
      
      (377,142
      )Exercise of broker compensation warrants
      
      (17,002
      )
      
      
      (183,978
      )
      
      
      -Contributed surplus allocated to capital stock on exercise of broker compensation warrants
      
      17,002
      
      
      
      183,978
      
      
      
      -Performance bond
      
      62,042
      
      
      
      -
      
      
      
      -$
      62,042
      
      
      $
      -
      
      
      $
      -Non-cash investing activitiesResource property expenditures incurred through accounts payable
      $
      (2,110,789
      )
      
      $
      (1,516,482
      )
      
      $
      (1,168,252
      )Resource property expenditures incurred through advances to joint venture
      
      (667,112
      )
      
      
      -
      
      
      
      -Advances to joint venture for resource property expenditures
      
      667,112
      
      
      
      -
      
      
      
      -Investments received (delivered) on disposition (acquisition) of mineral property
      
      (81,650
      )
      
      
      371,352
      
      
      
      -Proceeds from acquisition (disposition) of mineral property for investments
      
      81,650
      
      
      
      (371,352
      )
      
      
      -$
      (2,110,789
      )
      
      $
      (1,516,482
      )
      
      $
      (1,168,252
      )Interest paid during the year
      $
      -
      
      
      $
      -
      
      
      $
      -Income taxes paid during the year
      
      -
      
      
      
      -
      
      
      
      -








F-27



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FEBRUARY 28, 2009









17.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES



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



Balance sheets



2009
      
      2008Balance,
      
      
      
      
      Balance,
      
      
      Balance,
      
      
      
      
      Balance,Canadian
      
      
      
      
      U.S.
      
      
      Canadian
      
      
      
      
      U.S.GAAP
      
      Adjustment
      
      
      GAAP
      
      
      GAAP
      
      Adjustment
      
      
      GAAPCurrent assets
      $
      6,828,825
      $
      -
      
      $
      6,828,825
      
      $
      26,683,481
      $
      -
      
      $
      26,683,481Resource properties (a)
      
      40,292,264
      
      (36,759,620
      )
      
      3,532,644
      
      
      21,246,506
      
      (19,924,177
      )
      
      1,322,329Advances to joint venture
      
      1,787,158
      
      -
      
      
      1,787,158
      
      
      -
      
      -
      
      
      -Contactor deposit
      
      222,372
      
      -
      
      
      222,372
      
      
      171,465
      
      -
      
      
      171,465Equipment and fixtures
      
      213,463
      
      -
      
      
      213,463
      
      
      37,145
      
      -
      
      
      37,145Performance bond
      
      24,525
      
      -
      
      
      24,525
      
      
      66,749
      
      -
      
      
      66,749$
      49,368,607
      $
      (36,759,620
      )
      
      $12,608,987
      
      $
      48,205,346
      $
      (19,924,177
      
      $
      28,281,169Current liabilities
      $
      2,332,359
      $
      -
      
      $
      2,332,359
      
      $
      2,175,285
      $
      -
      
      $
      2,175,285Shareholders equity (a)
      
      47,036,248
      
      (36,759,620
      )
      
      10,276,628
      
      
      46,030,061
      
      (19,924,177
      )
      
      26,105,884$
      49,368,607
      $
      (36,759,620
      )
      
      $12,608,987
      
      $
      48,205,346
      $
      (19,924,177
      
      $
      28,281,169




Loss for the year



2009
      
      
      
      2008
      
      
      
      2007Loss for the year - Canadian GAAP
      $
      (4,574,185
      )
      
      $
      (1,377,648
      )
      
      $
      (1,801,883
      )Exploration expenditures expensed under U.S. GAAP (a)
      
      (16,835,443
      )
      
      
      (10,257,701
      )
      
      
      (7,857,268
      )Loss for the year - U.S. GAAP
      
      (21,409,628
      )
      
      
      (11,635,349
      )
      
      
      (9,659,151
      )Holding losses on investments (c)
      
      ( 209,138
      )
      
      
      ( 531,311
      )
      
      
      (1,669,333
      )Reversal of unrealized loss
      
      440,973
      
      
      
      -
      
      
      
      -Comprehensive loss - U.S. GAAP
      $
      (21,177,793
      )
      
      $
      (12,166,660
      )
      
      $
      (11,328,484
      )Basic and diluted loss per share - U.S. GAAP
      $
      (0.33
      )
      
      $
      (0.21
      )
      
      $
      (0.23
      )




F-28



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

FEBRUARY 28, 2009









17.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (contd ...)



Cash flows



2009
      
      
      
      2008
      
      
      
      2007Cash flows from operating activitiesPer Canadian GAAP
      $
      1,281,133
      
      
      $
      427,406
      
      
      $
      (544,736
      )Expenditures on resource properties
      
      (18,016,212
      )
      
      
      (10,977,283
      )
      
      
      (6,647,507
      )Per U.S. GAAP
      $
      (16,735,079
      )
      
      $
      (10,549,877
      )
      
      $
      (7,192,423
      )Cash flows from investing activitiesPer Canadian GAAP
      $
      (21,563,698
      )
      
      $
      (11,340,576
      )
      
      $
      (7,075,274
      )Expenditures on resource properties
      
      18,016,212
      
      
      
      10,977,283
      
      
      
      6,647,507Per U.S. GAAP
      $
      (3,547,486
      )
      
      $
      (363,293
      )
      
      $
      (427,767
      )




a)

Resource properties



Oil and gas properties



The Company follows the full cost method of accounting for oil and gas properties, and accordingly, there are no significant measurement differences with U.S. GAAP.



Mineral properties



Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. For U.S. GAAP purposes, the Company capitalizes acquisition costs and expenses as incurred exploration costs relating to unproven mineral properties. When proven and probable reserves are determined for a property and a feasibility study prepared, then subsequent development costs of the property would be capitalized. The capitalized costs of such properties would then be measured periodically for recoverability of carrying values.



The Company applies the provisions of EITF 04-02 Whether Mineral Rights are Tangible or Intangible Assets which concludes that mineral rights are tangible assets and, accordingly, the Company capitalizes costs related to the acquisition of mineral rights.









F-29



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

FEBRUARY 28, 2009









17.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (contd)



b)

Stock-based compensation



Effective March 1, 2006, the Company adopted SFAS No. 123 (revised), Share-Based Payment (SFAS 123(R)), utilizing the modified prospective approach. The impact of adopting this standard did not materially affect the Companys financial position, results of operations or cash flows because the Company previously adopted the fair value based method of accounting for stock options prescribed by SFAS 123, Accounting for Stock-Based Compensation. Under SFAS 123 the Company used the fair value based method of accounting for stock-based employee compensation. The Companys results for the year ended February 28, 2007 were not significantly affected as a result of adopting SFAS 123(R) on March 1, 2006.



Under Canadian GAAP, the Company accounts for stock-based compensation using the fair value method as disclosed in Note 2. Accordingly, there is no difference between Canadian GAAP and U.S. GAAP on the accounting for stock-based compensation for the years ended February 28, 2009, February 29, 2008 and February 28, 2007.



c)

Investments



Under Canadian GAAP for the 2007 fiscal year, investments held by the Company were recorded at the lower of cost and market value.  Under U.S. GAAP, investments held by the Company would be classified as available for sale equity securities and recorded at market value. Any unrealized holding gains or losses would be reported as a separate component of shareholders equity until realized. This accumulated difference between cost and market value is also recorded as part of comprehensive income.



Effective March 1, 2007, the Company adopted Section 3855 under Canadian GAAP and classified investments held by the Company as available for sale equity securities recorded at fair value, with changes in fair value recorded in other comprehensive income. Accordingly, there is no difference between Canadian GAAP and U.S. GAAP on accounting for investments for the years ended February 28, 2009 and February 29, 2008.



d)

Joint ventures



Under Canadian GAAP, investments in jointly-controlled entities are permitted to be accounted for using the proportionate consolidation method. Under U.S. GAAP, investments in jointly-controlled entities are accounted for using the equity method. Although there are material differences between these accounting methods, the Company relies on an accommodation of the United States Securities and Exchange Commission (SEC) permitting the Company to exclude the disclosure of such differences, which affect only the display and classification of the financial statement items excluding shareholders equity and net income.



e)

Income taxes



In June 2006, the FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement 109 (FIN 48). This interpretation clarifies the recognition threshold and measurement of a tax position taken or expected to be taken on a tax return, and requires expanded disclosure with respect to the uncertainty in income taxes. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provisions of FIN 48 on March 1, 2007 and the adoption of this policy did not result in an adjustment to the Companys financial statements.



F-30



---



OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

FEBRUARY 28, 2009









17.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (contd)



f)

Adoption of new accounting policies



Effective March 1, 2008, the Company adopted the following accounting pronouncements:



In September 2006 the FASB issued SFAS No. 157, Fair Value Measures (SFAS No. 157).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value and enhances disclosure about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of this standard has not had a material effect on the Companys consolidated financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings.  The Company did not elect to adopt the fair value option under this statement.



g)

Recent accounting pronouncements



In December 2007, the FASB issued SFAS No. 160, Non-controlling interest in consolidated financial statements (SFAS No. 160). SFAS No. 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. This statement amends FASB No. 128, Earnings per share; the calculation of the EPS amounts in consolidated financial statement will continue to be based on amounts attributable to the parent. SFAS No. 160 is effective for fiscal years beginning after December 31, 2008. The Company is currently evaluating the impact of SFAS No. 160 on its consolidated financial position and results of operations.



In December 2007, FASB issued SFAS No. 141 Business Combinations (SFAS No. 141) (revised 2007) to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects.  SFAS No. 141 establishes principles and requirements for the acquirer to (1) recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest; (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; (3) determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. The effective date of SFAS No. 141 is December 15, 2008. The Company is currently evaluating the impact of SFAS No. 141 on its consolidated financial statements.









F-31



---

OROMIN EXPLORATIONS LTD.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

FEBRUARY 28, 2009









17.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (contd)



g)

Recent accounting pronouncements (contd)



The Company is currently reviewing the provisions of SFAS No. 161 and has not yet adopted the statement. However, as the provisions of SFAS No. 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of SFAS No. 161 will have a material impact on its consolidated operating results, financial position, or cash flows.



In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, or SFAS 162. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement shall be effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meeting of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not believe that implementation of this standard will have a material impact on our consolidated financial position, results of operations or cash flows.





18.

SUBSEQUENT EVENTS



In June 2009 the Company completed a private placement of 28,571,429 common shares at the price of $0.70 per share for gross proceeds of $20,000,000.  The agents were paid a cash commission of $1,260,000.



In July 2009 the Company granted options for the acquisition of up to a total of 3,870,000 common shares, exercisable for a five year term at the price of $1.12 per share.









F-32



---



SHAREHOLDER RIGHTS PLAN AGREEMENT





THIS SHAREHOLDER RIGHTS PLAN AGREEMENT made as of June 27, 2008.



BETWEEN:



OROMIN EXPLORATIONS LTD., a body corporate incorporated pursuant to the laws of British Columbia and having an office at Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6C 4M3



(the Company)



OF THE FIRST PART



AND:



COMPUTERSHARE INVESTOR SERVICES INC., a company existing under the laws of Canada.



(the Rights Agent)



OF THE SECOND PART





WHEREAS:



R.1

The Board of Directors of the Company have determined that it is in the best interests of the Company to adopt a shareholder rights plan to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company.



R.2

In order to implement the adoption of a shareholder rights plan as established by this Agreement, the Board of Directors of the Company has:



(a)

authorized the issuance, effective at 12:01 a.m. (Vancouver time) on the Effective Date, of one Right in respect of each Common Share outstanding at 12:01 a.m. (Vancouver time) on the Effective Date (the Record Time); and



(b)

authorized the issue of one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and Expiration Time.



R.3

Each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Company pursuant to the terms and subject to the conditions set forth in this Agreement.



R.4

The Company wishes to appoint the Rights Agent to act on behalf of the Company and the holders of Rights, and the Rights Agent is willing to act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to in this Agreement.



E-306



---

-2-





R.5

The Board of Directors of the Company proposes that this Agreement be in place for a period of ten years.



NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereto agree as follows:



1.

INTERPRETATION



1.1

Definitions: In this Agreement, the following words and terms will, unless the context otherwise requires, have the following meanings:



(a)

Acquiring Person means any Person who is or becomes the Beneficial Owner of 20% of more of the outstanding Voting Shares, provided that the term Acquiring Person will not include:



(i)

the Company or any Subsidiary of the Company;



(ii)

any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of one or any combination of:



(A)

a Voting Share Reduction;



(B)

Permitted Bid Acquisition;



(C)

an Exempt Acquisition; or



(D)

a Pro Rata Acquisition,



provided that if a Person becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares by reason of one or any combination of a Voting Share Reduction, Permitted Bid Acquisitions, an Exempt Acquisition or a Pro Rata Acquisition and thereafter such Person becomes the Beneficial Owner of any additional Voting Shares (other than pursuant to a Voting Share Reduction, Permitted Bid Acquisitions, an Exempt Acquisition or a Pro Rata Acquisition), then as of the date that such Person becomes the Beneficial Owner of such additional Voting Shares, such Person will become an Acquiring Person;



E-307



---

-3-



(iii)

for a period of ten days after the Disqualification Date (as defined below), any person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on Section 1.1(f)(viii) solely because such Person or the Beneficial Owner of such Voting Shares has participated in, proposes or intends to make or is participating in a Take-Over Bid or any plan or proposal relating thereto or resulting therefrom, either alone or by acting jointly or in concert with any other Person.  For the purposes of this definition, Disqualification Date means the first date of public announcement of an act indicating that any Person has participated in, has made, proposes or intends to make or is participating in a Take-Over Bid or any plans or proposals relating thereto or resulting therefrom, including, without limitation, a report filed pursuant to Section 101 of the Securities Act (Ontario);



(iv)

an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares in connection with a bona fide distribution to the public of securities pursuant to an underwriting agreement with the Company; or



(v)

a Grandfathered Person, provided that this exception will not be, and will cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person, after the Record Time, become the Beneficial Owner of any additional Voting Shares that increases its Beneficial Ownership of Voting Shares by more than 2% of the number of Voting Shares outstanding from time to time, other than through a Voting Share Reduction, a Permitted Bid Acquisition, and Exempt Acquisition, a Pro Rata Acquisition or through the exercise of existing rights to acquire additional Voting Shares from the Company where such rights were owned by the Grandfathered Person at the Record Time.



(b)

Affiliate means, when used to indicate a relationship with a specified Person, a Person that, directly, or indirectly through one or more intermediaries or otherwise, controls, or is controlled by, or is under common control with, such specified Person.



(c)

Agreement means this shareholder rights plan agreement dated as of June 27, 2008 between the Company and the Rights Agent, as amended, modified or supplemented from time to time.



(d)

annual cash dividend means cash dividends paid at regular intervals in any financial year of the Company to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:



(i)

200% of the aggregate amount of cash dividends declared payable by the  Company on its Common Shares in its immediately preceding financial year;



E-308



---

-4-



(ii)

300% of the arithmetic average of the aggregate amount of cash dividends declared payable by the Company on its Common Shares in its three immediately preceding financial years; and



(iii)

100% of the aggregate consolidated income of the Company, before extraordinary items, for its immediately preceding financial year.



(e)

Associate means, when used to indicate a relationship with a specified Person:







(i)

a corporation of which that Person owns, at law or in equity, shares or securities currently convertible into shares carrying more than 10% of the Voting Rights exercisable with respect to the election of directors under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities and with whom that Person is acting jointly or in concert;



(ii)

a partner of that Person acting on behalf of the partnership of which they are partners;



(iii)

a trust or estate in which that Person has a beneficial interest and with whom that Person is acting jointly or in concert or in which that Person has a beneficial interest of 50% or more in respect of which that Person serves as a trustee or in a similar capacity provided, however, that a Person shall not be an associate of a trust by reason only of the fact that such Person serves as a trustee or any similar capacity in relation to such trust if such Person is duly licensed to carry on the business of a trust company under the laws of Canada or any province thereof or if the ordinary business of such Person includes the management of investment funds for unaffiliated investors and such Person acts as trustee or in a similar capacity in relation to such trust in he ordinary course of such business; and



(iv)

a spouse of the Person, any person of the same or opposite sex with whom that person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if that relative has the same residence as that Person.



(f)

Beneficial Owner: a Person shall be deemed the Beneficial Owner, and to have Beneficial Ownership of, and to Beneficially Own, any securities:



E-309



---

-5-



(i)

any securities as to which such Person or any of such Persons Affiliates is the direct or indirect owner at law or in equity and for the purposes of this Clause 1.1(f)(i), but without limiting the generality of the foregoing, a Person shall be deemed to be an owner at law or in equity of all securities:



(A)

owned by a partnership of which the Person is a partner;



(B)

owned by a trust in which the Person has a beneficial interest and which is acting jointly or in concert with that Person or in which the Person has a beneficial interest of 50% or more;



(C)

owned jointly or in common with others; and



(D)

of which the Person may be deemed to be the beneficial owner (whether or not of record) pursuant to the provisions of the Business Corporations Act, or the Securities Act (British Columbia) or pursuant to Rule 13d-3 or 13d-5 under the 1934 Exchange Act (or pursuant to any comparable or successor laws, regulations or rules enacted in relation to the provisions of the Business Corporations Act or the Securities Act (British Columbia) or pursuant to Rule 13d-3 or 13d-5 as in effect on the date of this Agreement);



(ii)

any securities as to which such Person or any of such Persons Affiliates or Associates has, directly or indirectly:



(A)

the right to acquire (whether such right is exercisable immediately or after the lapse or passage of time and whether or not on condition or the happening of any contingency or otherwise) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (other than (i) customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a bona fide public offering of securities (ii) pledges of securities in the ordinary course of business that meet all the conditions specified in Rule 13d-3(d)(3) under the 1934 Exchange Act, except for the condition in Rule 13-3(d)(3)(ii), and (iii) pledge agreements with a registered securities dealer relating to the extension of credit for purchases of securities on margin in the ordinary course of the dealers business), or upon the exercise of any conversion right, exchange right, share purchase right (other than the Rights), warrant or option, or otherwise; or



E-310



---

-6-



(B)

the right to vote such securities (whether such right is exercisable immediately or after the lapse or passage of time and whether or not on condition or the happening of any contingency or otherwise) pursuant to a mutual agreement, arrangement, pledge (other than (i) pledges of securities in the ordinary course of business that meet all the conditions specified in Rule 13d-3(d)(3) under the 1934 Exchange Act, except for the condition in Rule 13d-3(d)(3)(iii), and (ii) pledge agreements with a registered securities dealer relating to the extension of credit for purchases of securities on margin in the ordinary course of the dealers business) or understanding (whether or not in writing) or otherwise;



(iii)

any securities which are Beneficially Owned within the meaning of Clauses 1.1(f)(i) or (ii) by any other Person with which such Person or any of such Persons Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing (other than (i) customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a bona fide offering of securities, (ii) pledges of securities in the ordinary course of business that meet all the conditions specified in Rule 13d-3(d)(3) under the 1934 Exchange Act, except for the condition in Rule 13d-3(d)(3)(ii), and (iii) pledge agreements with a registered securities dealer relating to the extension of credit for purchases of securities on margin in the ordinary course of the dealers business) with respect to or for the purpose of acting jointly or in concert in acquiring, holding, voting or disposing of any Voting Shares of any class; and



(iv)

any securities which are directly or indirectly owned at law or in equity by an Associate of such Person;



provided, however, that a Person shall not be deemed the Beneficial Owner of, or to have Beneficial Ownership of, or to Beneficially Own, any security:



(v)

where such security has been deposited or tendered pursuant to any Take-Over Bid made by such Person, made by any of such Persons Affiliates or Associates or made by any other Person referred to in Clause 1.1 (f)(iii), until such deposited or tendered security has been taken up or paid for, whichever shall first occur;



(vi)

where such Person, any of such Persons Affiliates or Associates or any other Person referred to in Clause 1.1(f)(iii), has or shares the power to vote or direct the voting of such security pursuant of a revocable proxy given in response to a public proxy solicitation or where such Person has an agreement, arrangement or understanding with respect to a shareholder proposal or proposals or a matter or matters to come before a meeting of shareholders, including the election of directors;

E-311



---

-7-



(vii)

where such Person, any of such Persons Affiliates or Associates or any other Person referred to in Clause 1.1(f)(iii), has or shares the power to vote or direct the voting of such security in connection with or in order to participate in a public proxy solicitation or where such Person has an agreement, arrangement or understanding with respect to a shareholder proposal or proposals or a matter or matters to come before a meeting of shareholders, including the election of directors;



(viii)

where such Person, any of such Persons Affiliates or Associates or any other Person referred to in Clause 1.1(f)(iii), holds or exercises voting or dispositive power over such security provided that:



(A)

the ordinary business of any such Person (the Investment Manager) includes the management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such voting or dispositive power over such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Managers duties for the account of any other Person (a Client);



(B)

such Person (the Trust Company) is licensed to carry on the business of a trust company under the laws of Canada or any  province thereof and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an Estate Account) or in relation to other accounts (each an Other Account) and holds such voting or dispositive power over such security in the ordinary course of such duties for the estate of any such deceased or incompetent Person or for such other accounts;



(C)

such Person is established by statute for purposes that include, and a substantial portion of the ordinary business or activity of such Person (the Statutory Body) is, the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies; or



(D)

such Person (the Administrator) is the administrator or trustee of one or more pension funds or plans registered under the laws of Canada or any Province thereof or the laws of the United States of America or any State thereof;

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provided, in any of the above cases, that the Investment Manager, the Trust Company, the Statutory Body or the Administrator, as the case may be, is not then making or proposing to make a Take-Over Bid, other than an Offer to Acquire Voting Shares or other securities by means of a distribution by the Company or by means of ordinary market transactions (including prearranged trades) executed through the facilities of a stock exchange or organized over-the-counter market, alone or by acting jointly or in concert with any other Person; or



(ix)

where such Person is a Client of the same Investment Manager as another Person on whose account the Investment Manager holds or exercises voting or dispositive power over such security, or by reason of such Person being an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds or exercises voting or dispositive power over such security.



(g)

Board of Directors means the board of directors from time to time of the Company or any duly constituted and empowered committee thereof.



(h)

Business Corporations Act means the British Columbia Business Corporations Act and the regulations thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.



(i)

Business Day means any other day other than a Saturday, Sunday or a day on which banking institutions in Vancouver are authorized or obligated by law to close.



(j)

Canadian Dollar Equivalent means, for any amount which is expressed in United States dollars on any date, the Canadian dollar equivalent of such amount is determined by reference to the U.S.-Canadian Exchange Rate on such date.



(k)

Canadian-U.S. Exchange Rate means, on any date, the inverse of the U.S.-Canadian Exchange Rate.



(l)

close of business means, on any given date, the time on such a date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the principal transfer office in Vancouver, British Columbia of the transfer agent for the Common Shares of the Company (or, after the Separation Time, the principal transfer office in Vancouver of the Rights Agent) closes to the public.



(m)

Common Shares means the common shares without par value in the capital of the Company as presently constituted, as such shares may be subdivided, consolidated, reclassified or otherwise changed from time to time.



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(n)

Competing Permitted Bid means a Take-Over Bid made while a Permitted Bid is in existence and that satisfies all of the provisions of a Permitted Bid except that the condition set forth in Section 1.1(kk)(ii) may provide that the Voting Shares that are the subject of the Take-Over Bid may be taken up or paid for on a date which is not earlier than the later of 21 days after the date of the Take-Over Bid or the earliest date on which Voting Shares may be taken up or paid for under any Permitted Bid that is in existence for Voting Shares.



(o)

controlled: a corporation shall be deemed to be controlled by another Person or two or more Persons if:



(i)

securities entitled to vote in the election of directors carrying more than 50% of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons; and



(ii)

the votes carried by such securities are entitled if exercised, to elect a majority of the Board of Directors of such corporation.



(p)

Co-Rights Agents means a Co-Rights Agent appointed pursuant to Subsection 4.1(a).



(q)

Company means Oromin Explorations Ltd.



(r)

Disposition Date has the meaning ascribed thereto in Subsection 5.1(h).



(s)

Dividend Reinvestment Acquisition shall mean an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan.



(t)

Dividend Reinvestment Plan means a regular dividend reinvestment or other plan of the Company made available by the Company to holders of its securities where such plan permits the holder to direct that some or all of:



(i)

dividends paid in respect of Common Shares;



(ii)

proceeds of redemption of shares of the Company;



(iii)

interest paid on evidence of indebtedness of the Company; or



(iv)

optional cash payments;



be applied to the purchase from the Company of Common Shares.



(u)

Effective Date means June 27, 2008.



(v)

Election to Exercise means an election to exercise Rights substantially in the form attached to the Rights Certificate.



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(w)

Exchange Act of 1934" means the Securities Exchange Act of 1934 (United States of America), as amended, and the rules and regulations thereunder, as now in effect or as the same may be from time to time amended, re-enacted or repealed.



(x)

Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Sections 5.1(a) or (b).



(y)

Exercise Price means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of one whole Right which, until adjusted in accordance with the terms hereof, will be $20.



(z)

Expansion Factor shall have the meaning ascribed thereto in Section 2.3(a)(1).



(aa)

Expiration Time means the close of business on that date which is the earlier of the date of termination of this Agreement pursuant to Section 5.16 or, if this Agreement is confirmed pursuant to Section 5.16, the close of business on the tenth anniversary of the Effective Date.



(bb)

Flip-in Event means a transaction or event in or pursuant to which a Person becomes an Acquiring Person.



(cc)

Grandfathered Person means a Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares of the Company determined as at the Record Time.



(dd)

holder shall have the meaning ascribed thereto in Section 2.8.



(ee)

Independent Shareholders means holders of outstanding Voting Shares, other than:



(i)

any Acquiring Person;



(ii)

any Offeror;



(iii)

any Affiliate or Associate of any Acquiring Person or Offeror;



(iv)

any Person acting jointly or in concert with any Acquiring Person or Offeror, or with any Affiliate or Associate of any Acquiring Person or Offeror; and



(v)

any employee benefit plan, deferred profit-sharing plan, stock participation plan and any other similar plan or trust for the benefit of employees of the Company unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or direct whether the Voting Shares are to be tendered to a Take-Over Bid.



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(ff)

Market Price per share of any securities on any date means the average daily Closing Price per Share of such securities on each of the 20 consecutive Trading Days through and including the Trading Days immediately preceding such date provided, however, that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused the closing prices used to determine the Market Price on any Trading Day not to be fully comparable with the closing price on such date (or, if such date is not a Trading Day, on the immediately preceding Trading Day), each such closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the closing price on such date or, if such a date is not a Trading Day, on the immediately preceding Trading Day.  The closing price per share (Closing Price per Share) of any securities on any date shall be:



(i)

the closing board lot sale price or, in case no sale takes place on such date, the average of the closing bid and asked prices per security, as reported by the principal Canadian stock exchange (as determined by the Board of Directors) on which such securities are listed and posted for trading;



(ii)

if for any reason none of such prices is available on such day or the securities are not listed or posted for trading on a Canadian stock exchange, the last sale price or, in case no sale takes place on such date, the average of the closing bid and asked prices for each of such securities as reported by the principal United States securities exchange (as determined by the Board of Directors) on which such securities are listed or remitted to trading;



(iii)

if for any reason none of such prices is available on such date or the securities are not listed or remitted to trading on a Canadian stock exchange or a United States securities exchange, the last sale price or, in case no sale takes place on such date, the average of the high bid and low ask prices for each of such securities in the over the counter market, as quoted by any reporting system then in use (as determined by the Board of Directors); or



(iv)

if for any reason none of such prices is available on such date or the securities are not listed or remitted to trading on a Canadian stock exchange or a United States securities exchange or quoted by any such reporting system, the average of the closing bid and ask prices as furnished by a professional marketmaker making a market in the securities selected by the Board of Directors;



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provided, however, that if for any reason none of such prices is available on such day, the Closing Price per Share of such securities on such a date means the fair value per share of such securities on such date as determined by the Board of Directors, after consultation with a nationally recognized investment dealer or investment banker with respect to the fair value per share of such securities.  The market price shall be in Canadian dollars and, if initially determined in respect of any date following part of the 20 consecutive trading day period in question in United States dollars, such amount shall be translated into Canadian dollars at such date at the Canadian dollar equivalent thereof.



Notwithstanding the foregoing, where the Board of Directors is satisfied that the Market Price of securities, as determined herein was affected by an anticipated or actual Take-Over Bid or by improper manipulation, the Board of Directors may, acting in good faith, determine the Market Price of securities, such determination to be based on a finding as to the price at which a holder of securities of that class could reasonably have expected to dispose of his securities immediately prior to the relevant date excluding any change in price reasonably attributable to the anticipated or actual Take-Over Bid or to the improper manipulation.



(gg)

Nominee has the meaning ascribed thereto in Subsection 2.2(c).



(hh)

Offer to Acquire includes:



(i)

an offer to purchase or a solicitation of an offer to sell Voting Shares; and



(ii)

an acceptance of an offer to sell Voting Shares, whether or not such offer to sell has been solicited;



or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell.



(ii)

Offeror means a Person who has announced an intention to make, or who has made, a Take-Over Bid.



(jj)

Offerors Securities means the aggregate of all Voting Shares Beneficially Owned by the Offeror on the date of an Offer to Acquire.



(kk)

Permitted Bid means a Take-Over Bid made by an Offeror by way of a take-over bid circular which also complies with the following additional provisions:



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(i)

the Take-Over Bid is made for all outstanding Voting Shares and to all holders of Voting Shares as registered on the books of the Company, other than the Offeror.  The Take-Over Bid shall expressly state that Common Shares issued on the exercise of share purchase warrants, options and other securities convertible into Common Shares shall, subject to compliance with the procedures applicable generally to the tendering of Voting Shares of the Take-Over Bid, be eligible to be tendered under the Take-Over bid;



(ii)

the Take-Over Bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified provision that no Voting Shares will be taken up or paid for pursuant to the Take-Over Bid prior to the close of business on the date which is not less than 60 days following the date of the Take-Over Bid and only if at such date more than 50% of the Voting Shares held by Independent Shareholders shall have been deposited or tendered pursuant to the Take-Over Bid and not withdrawn;



(iii)

the Take-Over Bid contains an irrevocable and unqualified provision that Voting Shares may be deposited pursuant to such Take-Over Bid at any time during the period of time described in Section 1.1(ak)(ii) and that any Voting Shares deposited pursuant to the Take-Over Bid may be withdrawn until taken up and paid for; and



(iv)

the Take-Over Bid contains an irrevocable and unqualified provision that in the event that the deposit condition set forth in Section 1.1(ak)(ii) is satisfied the Offeror will make a public announcement of that fact and the Take-Over Bid will remain open for deposits and tenders of Voting Shares for not less than ten Business Days from the date of such a public announcement.



(ll)

Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid.



(mm)

Person includes an individual, body corporate, partnership, syndicate or other form of unincorporated association, a government and its agencies or instrumentalities, any entity or group (as such term is used in Rule 13d-5 under the Exchange Act of 1934 as in effect on the day hereof) whether or not having legal personality and any of the foregoing acting in any derivative, representative or fiduciary capacity.



(nn)

Pro-Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:



(i)

a Dividend Reinvestment Acquisition;



(ii)

a stock dividend, stock split or other event in respect of securities of the Company pursuant to which such Person becomes a beneficial owner of Voting Shares on the same pro-rata basis as all other holders of securities;

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(iii)

the exercise by the Person of only those rights to purchase Voting Shares distributed to that Person in the course of a distribution to all holders of securities of the Company pursuant to a bona fide rights offering or pursuant to a prospectus; or



(iv)

a distribution to the public of Voting Shares, or securities convertible into or exchangeable for Voting Shares (and the conversion or exchange of such convertible or exchangeable securities), made pursuant to a prospectus or by way of a private placement, provided that the Person does not thereby acquire a greater percentage of such Voting Shares, or securities convertible into or exchangeable for Voting Shares, so offered than the Persons percentage of Voting Shares beneficially owned immediately prior to such acquisition.



(oo)

Record Time means 12:01 a.m. (Vancouver time) on June 27, 2008.



(pp)

Redemption Price has the meaning ascribed thereto in Section 5.1(b).



(qq)

Right means a right to purchase Common Shares on and subject to the terms and conditions of this Agreement.



(rr)

Rights Agent means Computershare Investor Services Inc. and any successor rights agent hereunder.



(ss)

Rights Certificate means a certificate representing rights in substantially the form of Schedule A attached hereto.



(tt)

Rights Register shall have the meaning ascribed in Section 2.6(a).



(uu)

Securities Act of 1933 means the Securities Act of 1933 (United States of America), as amended, and the rules and regulations thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.



(vv)

Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c.s. 5, as amended, and the regulations thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.



(ww)

Separation Time means the close of business on the tenth Business Day after the earlier of:



(i)

the Share Acquisition date; and



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(ii)

the date of commencement of or first public announcement of the intent of any Person (other than the Company or any Subsidiary of the Company) to commence a Take-Over Bid (other than a Permitted Bid or a Competing Permitted Bid), or such earlier or later time as may be determined by the Board of Directors, provided that, if any Take-Over Bid referred to in this clause (ii) expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-Over Bid shall be deemed, for the purposes of this definition, never to have been made.



(xx)

Share Acquisition Date means the first date of a public announcement or disclosure (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 101 of the Securities Act (Ontario)) by the Company or an Acquiring Person that a Person has become an Acquiring Person.



(yy)

Subsidiary: a corporation shall be deemed to be a subsidiary of another corporation if:



(i)

it is controlled by:



(A)

that other; or



(B)

that other and one or more corporations, each of which is controlled by that other; or



(C)

two or more corporations, each of which is controlled by the other; or



(ii)

it is a Subsidiary of a corporation that is the others Subsidiary.



(zz)

Take-Over Bid means an Offer to Acquire Voting Shares, or securities convertible into Voting Shares if, assuming that the Voting Shares or convertible securities subject to the Offer to Acquire are acquired and are Beneficially Owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion of securities, convertible into Voting Shares) together with the Offerors Securities, constitute in the aggregate 20% or more of the outstanding Voting Shares at the date of the Offer to Acquire.



(aaa)

Trading Day means, when used with respect to any securities, a day on which the principal Canadian stock exchange on which such securities are listed or posted for trading is open for the transaction of business or, if the securities are not listed or posted for trading on any Canadian stock exchange, a Business Day.



(bbb)

U.S.-Canadian Exchange Rate means, on any date:





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(i)

if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; and



(ii)

in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars calculated in the manner  determined by the Board of Directors from time to time.



(ccc)

U.S. Dollar Equivalent means, for any amount which is expressed in Canadian dollars on any date, the United States dollar equivalent of such amount determined by reference to the Canadian-U.S. Exchange Rate on such date.



(ddd)

Voting Shares means the Common Shares and any other shares of the Company entitled to vote generally and at all times for the election of directors of the Company.



(eee)

Voting Share Reduction means an acquisition or redemption by the Company of outstanding Voting Shares which, by reducing the number of Voting Shares outstanding increases the percentage of Voting Shares Beneficially Owned by a Person to 20% or more of the Voting Shares then outstanding.



1.2

Currency: All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.



1.3

Headings and References: The headings of the articles, sections and subsections of this Agreement and the table of contents are inserted for the convenience of reference only and shall not effect the construction or interpretation of this Agreement.  All references to articles, sections, subsections and paragraphs are to articles, sections, subsections and paragraphs of this Agreement.  The words hereto, herein, hereof, hereunder, this Agreement, the Rights Agreement and similar expressions refer to this Agreement including the schedule attached hereto as a whole, as the same may be amended, modified or supplemented at any time or from time to time.



1.4

Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares: For purposes of this Agreement, the percentage of Voting Shares of any class Beneficial Owned by any Person, will be and be deemed to be the product (expressed as a percentage) determined by the formula:

100 x A/B

where



A = the number of votes for the election of all directors generally attaching to the Voting Shares of the particular class Beneficially Owned by such Person; and



B =the number of votes for the election of all directors generally attaching to all outstanding Voting Shares of the particular class.



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Where any Person is deemed to Beneficially Own unissued Voting Shares such Voting Share will be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares of the particular class Beneficially Owned by such Person.



1.5

Acting Jointly or in Concert: For purposes of this Agreement, whether Persons are acting jointly or in concert is a question of fact in each circumstance, however, a Person shall be deemed to be acting jointly or in concert with another Person if such Person would be deemed to be acting jointly or in concert with such other Person for purposes of section 91(1) of the Securities Act (Ontario) (other than by virtue of the inclusion of the word associate in Section 91(1) of the Securities Act (Ontario) as it exists on the date hereof).  Notwithstanding the foregoing and for greater certainty, the phrase acting jointly or in concert, wherever used in this Agreement, shall not include conduct:



(a)

unrelated to the Company; or



(b)

pertaining to:



(i)

voting or directing the vote of securities of the Company pursuant to a revocable proxy given in response to a public proxy solicitation;



(ii)

voting or directing the vote of securities of the Company in connection with or in order to participate in a public proxy solicitation made or to be made;



(iii)

having an agreement, arrangement or understanding with respect to a particular shareholder proposal or a particular matter to come before a meeting of shareholders, including the election of directors.



1.6

Generally Accepted Accounting Principles: Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as of the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles.  Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.



2.

THE RIGHTS



2.1

Legend on Common Share Certificates: Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, will evidence one Right for each Common Share represented thereby and shall have impressed, printed or written thereon or otherwise affixed thereto the following legend:



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Until the Separation Time (as such term is defined in the Shareholder Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain rights as set forth in the shareholder rights agreement (the Shareholder Rights Agreement) dated as of June 27, 2008 between Oromin Explorations Ltd. (the Company) and Computershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive office of the Company.  Under certain circumstances as set forth in the Shareholder Rights Agreement, such Rights may be amended, redeemed or exchanged, may expire, may lapse, may become void (if, in certain circumstances, they are Beneficially Owned by a person who is or becomes an Acquiring Person, as such terms are defined in the Shareholder Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate.  The Company will mail or arrange for the mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.



Certificates representing Common Shares that are issued and outstanding at the Record Time will also evidence on Right for each one Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time.



2.2

Initial Exercise Price: Exercise of Rights: Detachment of Rights:



(a)

Exercise Terms: Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price.  Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries will be void.



(b)

No Exercise Prior to Separation Time: Until the Separation Time:



(i)

the Rights will not be exercisable and no Right may be exercised; and



(ii)

each Right shall be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and shall be transferable only together with, and shall be transferred by a transfer of, such associated Common Share.



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(c)

Exercise After Separation Time: From and after the Separation Time and prior to the Expiration Time:



(i)

the Rights are exercisable; and



(ii)

the registration and transfer of Rights will separate from and independent of Common Shares.



Promptly following the Separation Time, the Company will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held by such Acquiring Person, the holder of such Rights (a Nominee)), at such holders address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):



(iii)

a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as we are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation with any rule or regulation of any self-regulatory organization, stock exchange or system on which the Rights may from time to time be listed or traded, or to conform to usage; and



(iv)

a disclosure statement describing the Rights;



provided that a Nominee shall be sent the materials provided for in (iii) and (iv) in respect of all Common Shares of the Company held of record by it which are not Beneficially Owned by an Acquiring Person.



(d)

Manner of Exercise: Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent:



(i)

the Rights Certificate evidencing such Right;



(ii)

an election to exercise such Rights (an Election to Exercise) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and



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(iii)

payment by certified cheque, bankers draft or money order payable to the order of the Company, in a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved and the transfer or delivery of Rights Certificates or the issuance or delivery of certificates of Common Shares in a name other than that of the holder of the Rights being exercised.



(e)

Issue of Common Shares: Upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Subsection 2.2(d)(ii) which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Section 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Company in the event that the Company is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:



(i)

requisition from the transfer agent certificates representing the number of Common Shares to be purchased (the Company hereby irrevocably authorizing its transfer agent to comply with all such requisitions);



(ii)

when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuing fractional Common Shares;



(iii)

after receipt of the certificates referred to in Section 2.2(e)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; and



(iv)

when appropriate, after receipt, deliver the cash referred to in clause 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate.



(f)

Partial Exercise: In case the holder of any Rights shall exercise less than all of the Rights evidenced by the Rights Certificate of such holder, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holders authorized assigns.



(g)

Covenants: The Company covenants and agrees to:



(i)

take all such action as may be necessary on its part and within its powers to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates evidencing such Common Shares (subject to payment of the Exercise Price), be validly authorized, executed, issued and delivered and be fully paid and non-assessable;



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(ii)

take all such action as may be necessary and within its power to comply with any applicable requirements of the Company Act, the Securities Act (Ontario), and the securities laws or comparable legislation of each of the other provinces and territories of Canada, and any other applicable law, rule or regulation thereof, in connection with the issue and delivery of the Rights Certificates and the issuance of the Common Shares upon exercise of Rights;



(iii)

use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed upon the stock exchanges upon which the Common Shares were traded immediately prior to the Share Acquisition Date;



(iv)

cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights;



(v)

pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Company to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for the Common Shares to be issued upon exercise of any Rights, provided that the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and



(vi)

after the Separation Time, except as permitted by Section 5.1, not take (or permit any subsidiary to take) any action if at the time such action is take it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.



(h)

Authorized Capital: If the number of Common Shares which are not issued or reserved for issue is insufficient to permit the exercise in full of the Rights in accordance with this Section 2.2, then each Right, when such Right is aggregated with a sufficient number of Rights to acquire a whole number of Common Shares, will entitle the holder thereof, after the Separation Time, to purchase that number of Common Shares at the Exercise Price per Common Share equal to the quotient determined by dividing the difference between the number of authorized Common Shares and the number of Common Shares then issued or allotted or reserved for issuance by the Company, by the number of Rights then outstanding.



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2.3

Adjustments to Exercise Price; Number of Rights: The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.



(a)

Share Reorganization: If the Company shall at any time after the date of this Agreement:



(i)

declare or pay a dividend on Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of the Company) other than pursuant to any optional stock dividend program;



(ii)

subdivide or change the then outstanding Common Shares into a greater number of Common Shares;



(iii)

consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or



(vi)

issue any Common Shares for other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of the Company or in respect of, in lieu of or in exchange for existing Common Shares, except as otherwise provided in this Section 2.3,



the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted s of the payment or effective date in the manner set forth below.



If the Exercise Price and number of Rights outstanding are to be adjusted:



(1)

the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other capital stock) (the Expansion Factor) that a holder of one Common Share immediately prior to such dividend, subdivision change, consolidation or issuance would hold thereafter as a result thereof; and



(2)

each Right held prior to such adjustment will become that number of Rights as result from the application of the Expansion Factor,



and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each Common Share (or other capital stock) will have exactly one Right associated with it in effect following the payment or effective date of the event referred to in Clause 2.3(a)(i), (ii), (iii) or (iv), as the case may be.



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For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result of such dividend, subdivision, change, consolidation or issuance.



If, after the Record Time and prior to the Expiration Time, the Company shall issue any shares of capital stock other than Common Shares in a transaction of a type described in Clause 2.3(a)(i) or (iv), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Company and the Rights Agent agree to amend this Agreement in order to effect such treatment.



In the event the Company shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in this Subsection 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share.



(b)

Rights Offering: If the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per share) less than the Market Price per Common Share on such record date, use Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:



(i)

the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable or exchangeable securities or rights) would purchase at such Market Price per Common Share; and



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(ii)

the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable).



In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights.  Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.



For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by the Company; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 95% of the current market price per share (determined as provided in such plans) of he Common Shares.



(c)

Special Distribution: If the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution made in connection with a merger or amalgamation) of evidences of indebtedness, cash (other than an annual cash dividend or a dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares), assets or rights, options or warrants (excluding those referred to in Subsection 2.3(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:



(i)

the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights), on a per share basis, of he portion of the cash, assets, evidences of indebtedness, rights, options or warrants so to be distributed; and



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(ii)

the denominator of which shall be such Market Price per Common Share.



Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.



(d)

Minimum Adjustment: Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one per cent in the Exercise Price; provided, however, that any adjustments which by reason of this Subsection 2.3(d) are not required to be made shall be carried forward and taken into account in many subsequent adjustment.  All calculations under Section 2.3 shall be made to the nearest cent or the nearest ten-thousandths of a share.  Notwithstanding the first sentence of this Subsection 2.3(d), any adjustment required by Section 2.3 shall be made no later than the earlier of:



(i)

three years from the date of the transaction which gives rise to such adjustment, or



(ii)

the Expiration Date.



(e)

Discretionary Adjustment: If the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Clause 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made.  The Company and the Rights Agent shall have authority without the approval of the holders of the Common Shares or the holders of Rights to amend this Agreement as appropriate to provide for such adjustments.



(f)

Benefit of Adjustments: Each Right originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein.



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(g)

No Change of Certificates: Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per Common Share  and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.



(h)

Timing of Issuance: In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of the Company, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment;



(i)

Adjustments Regarding Tax: Notwithstanding anything contained in this Section 2.3 to the contrary, the Company shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgement the Board of Directors shall determine to be advisable, in order that any:



(i)

consolidation or subdivision of Common Shares;



(ii)

issuance (wholly or in part for cash) of Common Shares or securities that by their terms are convertible into or exchangeable for Common Shares;



(iii)

stock dividends; or



(iv)

issuance of rights, options or warrants referred to in this Section 2.3,



hereafter made by the Company to holders of its Common Shares, shall not be taxable to such shareholders.



2.4

Date on Which Exercise is Effective: Each Person in whose name any certificate for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Common Shares of the Company are closed, such Person shall be deemed to have become the holder of record of such Common Shares on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Common Shares are open.



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2.5

Execution, Authentication, Delivery and Dating of Rights Certificates:



(a)

Execution: The Rights Certificates shall be executed on behalf of the Company, under its corporate seal reproduced thereon, by any one of its Chairman, President, Chief Executive Officer or a Vice-President or Secretary.  The signature of any of these officers on the Rights Certificates may be manual or facsimile.



(b)

Valid Signatures: Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.



(c)

Delivery: Promptly after the Company learns of the Separation Time, the Company shall notify the Rights Agent of such Separation Time and shall deliver Rights Certificates executed by the Company to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Company) and send such Rights Certificates to the holders of the Rights pursuant to Subsection 2.2(c) hereof.  No Rights Certificates shall be valid for any purpose until countersigned by the Rights Agent in the manner described above.



(d)

Date: Each Rights Certificate shall be dated the date of countersignature thereof.



2.6

Registration, Transfer and Exchange:



(a)

Maintaining of Registrar: The Company shall cause to be kept a register (the Rights Register) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of Rights.  The Rights Agent is hereby appointed registrar for the Rights (Rights Registrar) for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment.  If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent shall have the right to examine such register at all reasonable times.  After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provision of Subsection 2.6(c) below, the Company shall execute, and the Rights Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holders instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered.



(b)

Effect of Transfer or Exchange: All Rights issued upon any registration of a transfer or exchange of Rights Certificates shall be valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.



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(c)

Transfer or Exchange of Rights: Every Rights Certificate surrendered for registration of transfer or exchange shall have the form of assignment thereon completed and executed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, executed by the holder thereof or the attorney of such holder duly authorized in writing.  As a condition to the issue of any new Rights Certificates under this Section 2.6, the Company may require the payment of an amount sufficient to cover any tax or governmental charge that may be imposed in relation thereto and other expenses, including the reasonable fees and expenses of its Rights Agent, connected therewith.



(d)

No Transfer or Exchange After Termination: The Company shall not be required register the transfer or exchange of any Rights after the Rights have been terminated under Section 5.1(e) hereof.



2.7

Mutilated, Destroyed, Lost and Stolen Certificates:



(a)

Mutilation: If there shall be delivered to the Company and the Rights Agent prior to the Expiration Time, evidence to their satisfaction of the mutilation or defacing of any Rights Certificates, the Company shall execute and the Rights Agent shall countersign and deliver a new Rights Certificate upon surrender and cancellation of the mutilated or defaced Rights Certificate.



(b)

Destruction, Loss: If there shall be delivered to the Company and the Rights Agent prior to the Expiration Time:



(i)

evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate; and



(ii)

such security or indemnity as may be required by them to save each of them and their respective agents harmless,



then, in the absence of notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Company shall execute and the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificates, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificates so destroyed, lost or stolen.



(c)

Taxes: As a condition to the issue of any new Rights Certificate under this Section 2.7, the Company may require the payment of an amount sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses, including the reasonable fees and expenses of the Rights Agent, connected therewith.



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(d)

Original Obligation: Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Rights Certificate shall evidence an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights issued hereunder.



2.8

Persons Deemed Owners: The Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the person in whose name such Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof, and of the Rights evidenced thereby for all purposes whatsoever.  As used in this Agreement, unless the context otherwise requires, the term holder of any Right shall mean the registered holder of such Right (or, prior to the Separation Time of the associated Common Share).



2.9

Delivery and Cancellation of Certificates: All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent.  The Company may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent.  No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement.  The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Company.



2.10

Agreement of Rights Holders: Every holder of Rights by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of Rights that:



(a)

such holder is bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;



(b)

prior to the Separation Time, each Right shall be transferable only together with, and shall be transferred by a transfer of, the associated Common Share certificate representing such Right;



(c)

after the Separation Time, the Rights Certificates shall be transferable only on the Rights Register as provided herein;



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(d)

prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Common Shares certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Common shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary;



(e)

such holder has waived all rights to receive any fractional Right or any fractional Common Share or other securities upon exercise of a Right (except as provided herein); and



(f)

that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.



(g)

and that, notwithstanding anything in this agreement to the contrary, neither the Company nor the Rights Agent will have any liability to any holder of a Right to any other Person as a result of its inability to perform any of its obligations under this agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.



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2.11

Rights Certificate Holder Not Deemed a Shareholder: No holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share or any other share or security of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Right or Rights Certificate, as such, any right, title, benefit or privilege of a holder of Common Shares or any other shares or securities of the Company or any right to vote at any meeting of shareholders of the Company whether for the election of directors or otherwise or upon any matter submitted to the holders of Common Shares or any other shares of the Company at any meeting thereof, or to give or withhold consent to any action of the Company, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other shares of the Company except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until the Rights or Rights evidenced by the Rights Certificates shall have been duly exercised in accordance with the terms and the provisions hereof.





3.

ADJUSTMENTS TO THE RIGHTS



3.1

Flip-in Event:



(a)

Flip-In: Subject to the provisions of Section 3.1(b), 3.2 and Section 5.1, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Share Acquisition Date, the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, that number of Common Shares as have an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred).



(b)

Certain Rights Void: Notwithstanding anything in the Agreement to the contrary, upon the occurrences of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Share Acquisition Date by:



(i)

an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring); or

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(ii)

a transferee of Rights, directly or indirectly, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any affiliate or associate of an Acquiring Person or any person acting jointly or in concert with an Acquiring Person or any affiliate or associate of an Acquiring Person), that has the purpose or effect of avoiding Section 3.1(b)(i),



shall become null and void without any further action and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.



(c)

Compliance with Laws: From and after the Separation Time, the Company shall do all acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things that may be required to satisfy the requirements of the Securities Act (Ontario) and the securities laws or comparable legislation of each of the Provinces of Canada in respect of the issue of Common Shares on the exercise of Rights in accordance with this Agreement.



(d)

Legend: Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Section 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange or replacement of any other Rights Certificate referred to in this sentence shall contain and be deemed to contain the following legend:



The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person.  This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Agreement.

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provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.



3.2

Exchange Option:



(a)

Optional Exchange: In the event that the Board of Directors acting in good faith shall determine that conditions exist which would eliminate or otherwise materially diminish in any respect the benefits intended to be afforded to the holders of Rights pursuant to this Agreement, the Board of Directors may at its option and without seeking the approval of holders of Common Shares or Rights at any time after a Flip-in Event has occurred, authorize the Company to issue and deliver in respect of each Right which is not void pursuant to Section 3.1(b) either:



(i)

in return for the Exercise Price and Right, cash, debt, equity or other securities or other property or assets (or a combination thereof) having a value equal to twice the Exercise Price; or



(ii)

in return for the Right and without further charge, subject to any amounts that may be required to be paid under applicable law, cash, debt, equity or other securities or other property or assets (or a combination thereof), having a value equal to the Exercise Price;



in full and final settlement of all rights attaching to the Rights; provided that the value of any such debt, equity or other securities or other property or assets shall be determined by the Board of Directors who may rely for that purpose on the advice of a nationally recognized Canadian firm of investment dealers or investment bankers selected by the Board of Directors.  To the extent that the Board of Directors determines in good faith that any action need be taken pursuant to this Section 3.2, the Board of Directors may suspend the exercisability of the Rights for a period up to 60 days following the date of the occurrence of the relevant Flip-in Event in order to determine the appropriate form and value of cash, debt, equity or other securities or other property or assets (or a combination thereof) to be issued or delivered on such exchange for Rights.  In the event of any such suspension, the Company shall notify the Rights Agent and issue as promptly as practicable a public announcement stating that the exercisability of the Rights has been temporarily suspended.



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(b)

Termination of Right to Exercise: If the Board of Directors authorizes and directs the exchange of cash, debt, equity or other securities or other property or assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a) hereof, then without any further action or notice the right to exercise the Rights will terminate and the only right thereafter of a holder of Rights shall be to receive such cash, debt, equity or other securities or other property or assets (or a combination thereof) in accordance with the determination of the Board of Directors made pursuant to Section 3.2(a).  Within 10 Business Days of the Board of Directors authorizing and directing any such exchange, the Company shall give notice of such exchange to the holders of such Rights in accordance with Section 5.9.  Each such notice of exchange shall state the method by which the exchange of cash, debt, equity or other securities or other property or assets (or a combination thereof) for Rights will be effected.



(c)

Additional Securities: If there shall not be sufficient securities authorized but unissued to permit the exchange in full of Rights pursuant to this Section 3.2, the Company will take all such action as may be necessary to authorize additional securities for issuance upon the exchange of Rights provided however, that the Company shall not be required to issue fractions of securities or to distribute certificates evidencing fractional securities.  In lieu of issuing such fractional securities, subject to Section 5.5(b), there shall be paid to the registered holders of Rights to whom such fractional securities would otherwise be issuable, an amount in cash equal to the same fraction of the market price of a whole such security.



4.

THE RIGHTS AGENT



4.1

General:



(a)

Appointment of Rights Agent: The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of Rights in accordance with the terms and conditions hereof and the Rights Agent hereby accepts such appointment.  The Company may from time to time appoint one or more Co-Rights Agents as it may deem necessary or desirable.  In such event, the respective duties of the Rights Agent and any Co-Rights Agent shall be as the Company may determine.  The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder.  The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and performance of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification shall survive the termination of this Agreement.



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(b)

Protection of Rights Agent: The Rights Agent shall be protected from, and shall incur no liability for or in respect of, any action taken, suffered or omitted by it in connection with its performance of this Agreement in reliance upon any certificate for Common Shares, or any Rights Certificate, certificate for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.



4.2

Merger or Amalgamation or Change of Name of Rights Agent:



(a)

Merger: Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated with or into, or any corporation succeeding to the shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof.  In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned, and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent, and in all such cases such Rights Certificates shall have the full force and effect provided in the Rights Certificates and in this Agreement.



(b)

Change of Name: In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned, and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.



4.3

Duties of Rights Agent: The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:



(a)

Legal Counsel: The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted to be taken by it in good faith and in accordance with such opinion.



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(b)

Satisfactory Proof: Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Rights Agent to be the Chairman, the President, the Chief Executive Officer or any Vice-President and by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent and such certificate shall be full authorization to the Rights Agent and such certificate shall be full authorization to the Rights Agent for any action taken, omitted or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.



(c)

Bad Faith: The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or wilful misconduct.



(d)

Recitals: The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates representing Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made only by the Company.



(e)

No Responsibility: The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any certificate representing Common Shares or Rights Certificate (except its countersignature thereof), nor will it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate, any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 2.11 or Subsection 3.2(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 hereof describing any such adjustment) nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares shall, when issued, be duly and validly authorized, executed, issued and delivered and be fully paid and non-assessable.



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(f)

Performance By Corporation: The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.



(g)

Persons To Give Instructions:  The Rights Agent is hereby authorized to rely upon and directed to accept instructions with respect to the performance of its duties hereunder from any person believed by the Rights Agent to be the Chairman, the President, the Chief Executive Officer, any Vice-President, the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Company and to apply to such persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken, omitted or suffered by it in good faith in accordance with the instructions of any such person.



(h)

Ability To Deal: The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement.  Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.



(i)

No Liability: The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through it attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.



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4.4

Change of Rights Agent: The Rights Agent may resign and be discharged from its duties under this Agreement upon 90 days notice (or such lesser notice as is acceptable to the Company) in writing delivered or mailed to the Company and to each transfer agent of Common Shares by lettermail or registered mail.  The Company may remove the Rights Agent upon 60 days notice in writing, mailed or delivered to the Rights Agent and to each transfer agent of Common Shares by first class or registered mail.  If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.  If the Company fails to make such appointment within a period of 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit the Rights Certificate of such holder for inspection by the Company), then the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent.  Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a trust company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Provinces of British Columbia.  After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it has been originally named as Rights Agent without further act or deed; provided that the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.  Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and the transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights.  Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.



5.

MISCELLANEOUS



5.1

Redemption and Waiver:



(a)

The Board of Directors acting in good faith may, until the occurrence of a Flip-in Event, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to such particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(h)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a), the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event which may arise in respect of any Take-Over Bid then in effect or made prior to the public announcement of the completion or termination of the transaction in respect of which the Board of Directors waived the application of Section 3.1.

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(b)

The Board of Directors acting in good faith may, at its option, at any time prior to the provisions of Section 3.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the Redemption Price).  The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.



(c)

In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid or a Competing Permitted Bid, not less that 90% of the outstanding Common Shares other than Common Shares Beneficially Owned at the date of the Permitted Bid or the Competing Permitted Bid by such Person, then the Board of Directors of the Company shall immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at the Redemption Price.



(d)

Where a Take-Over Bid that is not a Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price.



(e)

If the Board of Directors is deemed under Subsection 5.1(c) to have elected, or elects under either of Subsection 5.1(b) or (d), to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.



(f)

Within 10 days after the Board of Directors is deemed under Subsection 5.1(c) to have elected, or elects under Subsection 5.1(b) or (d), to redeem the Rights, the Company shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares.  Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.



(g)

Upon the Rights being redeemed pursuant to Subsection 5.1(d), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred.



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(h)

The Board of Directors may waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined within ten Trading Days following a Share Acquisition Date that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Board of Directors, such Share Acquisition Date shall be deemed not to have occurred.  Any such waiver pursuant to this Subsection 5.1(h) must be on the condition that such Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the Disposition Date), has reduced its Beneficial Ownership of Voting Shares such that the Person is no longer an Acquiring Person.  If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Share Acquisition Date and Section 3.1 shall apply thereto.



5.2

Expiration: No Person shall have any rights pursuant to this Agreement or any Right after the Expiration Time, except as provided in Section 4.1 hereof.



5.3

Issue of New Rights Certificates: Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.



5.4

Supplements and Amendments:



(a)

The Company may make amendments to this Agreement to correct any clerical or typographical error or which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation or regulations thereunder.  The Company may, prior to the date of the shareholders meeting referred to in Section 5.16, supplement or amend this Agreement without the approval of any holders of Rights or Voting Shares in order to make any changes which the Board of Directors acting in good faith may deem necessary or desirable.  Notwithstanding anything in this Section 5.4 to the contrary, no such supplement or amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or amendment.



(b)

Subject to the Section 5.4(a), the Company may, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time prior to the Separation Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally).  Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the holders of Voting Shares duly called and held in compliance with applicable laws and the constating documents of the Company.



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(c)

The Company may, with the prior consent of the holders of Rights, at any time on or after the Share Acquisition Date, vary or delete any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto.  Such consent shall be deemed to have been given if such amendment, variation or deletion is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders and representing 50% plus one of the votes cast in respect thereof.



(d)

Any approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof.  For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in the Companys constating documents and the Business Corporations Act with respect to meetings of shareholders of the corporation.



(e)

Any amendments made by the Company to this Agreement pursuant to Subsection 5.4(a) which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation or regulation thereunder shall:



(i)

if made before the Separation Time, be submitted to the shareholders of the Company at the next meeting of shareholders and the shareholders may, by the majority referred to in Subsection 5.4(b), confirm or reject such amendment;



(ii)

if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders of the Company and the holders of Rights may, by resolution passed by the majority referred to in Subsection 5.4(c), confirm or reject such amendment.



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Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed.  If such amendment is rejected by the shareholders or the holders of Right or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.



5.5

Fractional Rights and Fractional Common Shares:



(a)

No Fractional Rights: The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights.  After the Separation Time, in lieu of issuing fractional Right the Company shall pay to the holders of record of the Right Certificates, at the time such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right.



(b)

No Fractional Common Shares: The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares.  In lieu of issuing fractional Common Shares, the Company shall pay to the holders of record of Right Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of one Common Share that the fraction of a Common Share that would otherwise be issuable upon the exercise of such Right is of a whole Common Share.



5.6

Rights of Action: Subject to the terms of this Agreement, rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights, and any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights may, on such holders own behalf and for such holders own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holders right to exercise the Rights of such holder in the manner provided in the Rights Certificate of such holder and in this Agreement.  Without limited the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of any Person subject to, this Agreement.



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5.7

Regulatory Approvals: Any obligation of the Company or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority, and without limited the generality of the foregoing, necessary approvals of the TSX Venture Exchange and any other exchanges will be obtained, such as to the issuance of Common Shares upon the exercise of Rights under Section 2.2(d) and the issuance of convertible debt, equity or other securities or other property or assets under section 3.2.  Notwithstanding anything to the contrary in this Agreement, no supplement or amendment to this Agreement or to the terms of the Rights may be made without the prior consent of the TSX Venture Exchange.



5.8

Declaration as to Non-Canadian holders: If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance.  In no event shall the Company or the Rights Agent be required to issue or deliver Rights, or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada, in which such issue or delivery would be unlawful without registration of the relevant persons or securities for such purposes.



5.9

Notices:



(a)

Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Company shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with the Rights Agent), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing, as follows:





Oromin Explorations Ltd.

Suite 2000, 1055 West Hastings Street

Vancouver, B.C.  V6E 2E9



Attention:

Chief Financial Officer

Fax No.:

(604) 331-8773



(b)

Notices or demands authorized or required by this Agreement to be given or made by the Company or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with the Company), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing, as follows:



Computershare Investor Services Inc.

3rd Floor, 510 Burrard Street

Vancouver, B.C.  V6C 3B9



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Attention:

Manager, Client Services

Fax No.:

(604) 661-9401



(c)

Notices or demands authorized or required by this Agreement to be given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first class mail, postage prepaid, addressed to such holder as it appears upon the register of the Company for its Common Shares.  Any notice which is mailed or sent in the manner herein provided shall be deemed given, whether or not the holder receives the notice.



(d)

Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter).  Each of the Company and the Rights Agent may from time to time change its address for notice to the other given in the manner aforesaid.



5.10

Costs of Enforcement: The Company agrees that if the Company or any other Person the securities of which are purchasable upon exercise of Rights, fails to fulfill any of its obligations pursuant to this Agreement, then the Company or such Person shall reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce his rights pursuant to any Rights or this Agreement.



5.11

Successors: All of the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind their respective successors and assigns and shall enure to the benefit of their respective successors and permitted assigns hereunder.



5.12

Benefits of this Agreement: Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the holders of Rights any legal or equitable right, remedy or claim under this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of Rights.



5.13

Governing Law: This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of British Columbia and for all purposes shall be governed by and construed in accordance with such laws.



5.14

Severability: If any term or provision hereof or the application thereof in any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision in circumstances other than those as to which it is held invalid or unenforceable.



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5.15

Effective Date: This Agreement is effective and in full force and effect in accordance with its terms from and after the Effective Date, subject to confirmation pursuant to section 5.16.



5.16

Confirmation: The Company shall request the confirmation of this Agreement at a general meeting of holder of Voting Shares to be held no later than six months from the date of this Agreement.  If the Agreement is not confirmed at such meeting by a majority of the votes cast by holders of Voting Shares who vote in respect of the confirmation of this Agreement, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the close of business on the date of termination of such meeting; provided, that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to Section 5.1(a) or (h) hereof) prior to the date upon which this Agreement would otherwise  terminate pursuant to this Section 5.16.



5.17

Determinations and Actions by the Board of Directors: The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to:



(a)

interpret the provisions of this Agreement and



(b)

make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to terminate or redeem or not to terminate or redeem the Rights or to amend the Agreement).



All such actions, calculations, interpretations and determinations (including, for purposes of the balance of this sentence, all omissions with respect to the foregoing) which are done or made by the Board of Directors shall be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of Rights.



5.18

Compliance with Anti-Money Laundering Legislation:  The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline.  Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days' written notice to the Company, provided: (i) that the Rights Agents written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agents satisfaction within such 10 day period, then such resignation shall not be effective.



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5.19

Privacy Legislation:  The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals personal information (collectively, Privacy Laws) applies to obligations and activities under this Agreement.  Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws.  The Company will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws.  The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.



5.20

Counterparts: This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.



IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed.



OROMIN EXPLORATIONS LTD.





By: Signed Chet Idziszek

Name:  Chet Idziszek

Title:

President



COMPUTERSHARE INVESTOR SERVICES INC.





By: Signed David Cavasin

Name:

David Cavasin

Title:

Manager, Client Services



By: Signed Mita Garcia

Name:

Mita Garcia

Title:

Relationship Manager, Client Services



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SCHEDULE A TO THE RIGHTS AGREEMENT

DATED AS OF JUNE 27, 2008 BETWEEN

OROMIN EXPLORATIONS LTD.

AND

COMPUTERSHARE INVESTOR SERVICES INC.



[Form of Rights Certificate]





|                                  |                     
|--------------------------------- | --------------------
|Certificate No. _________________ | _____________ Rights





THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF OROMIN EXPLORATIONS LTD., ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR CERTAIN TRANSFEREES THEREOF ARE VOID.



Rights Certificate



This certified that ____________________, or registered assigns, is the holder of record of the number of Rights set forth above, each one of which entitles the holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement (the Shareholder Rights Agreement), dated as of June 27, 2008 between Oromin Explorations Ltd. (the Corporation), a corporation incorporated under the Business Corporations Act (British Columbia), and Computershare Investor Services Inc., a company existing under the laws of Canada, as Rights Agent under the Shareholder Rights Agreement, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Shareholder Rights Agreement), one common share of the Corporation (a Common Share) (subject to adjustment as provided in the Shareholder Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a completed and executed Form of Election to Exercise at the principal office of the Rights Agent in Vancouver, Canada.  The Exercise Price shall initially be CAD$20 per Common Share and shall be subject to adjustment in certain events as provided in the Shareholder Rights Agreement.



In certain circumstances described in the Shareholder Rights Agreement, the Rights evidenced hereby may entitle the holder of record thereof to purchase shares of an entity other than the Corporation or to purchase or receive in exchange for such Rights assets, securities or shares of the Corporation other than Common Shares or more or less than one Common Share, or some combination of the foregoing, all as provided in the Shareholder Rights Agreement.



This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates.  A copy of the Shareholder Rights Agreement is on file at the principal executive office of the Corporation and is available upon written request.



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This Rights Certificate, with or without other Rights Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing the aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered.  If this Rights Certificate shall be exercised in part, the holder of record shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.



Subject to the provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.0001 per Right, subject to adjustment in certain events, under certain circumstances at the option of the Corporation.



Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be terminated or amended by the Corporation at its option without the consent of holders of Rights.



No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right.  After the Separation Time, in lieu of issuing factional Rights a cash payment will be made as provided in the Shareholder Rights Agreement.



No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Shareholder Rights Agreement), to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement.



This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.



WITNESS the facsimile signature of the proper officers of the Corporation.



|                                                                                                         |                                                                                                                   
|-------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|OROMIN EXPLORATIONS LTD.
      
      
      By:_______________________________
      Name:
      Title: | Countersigned:
      
      COMPUTERSHARE INVESTOR SERVICES INC.
      
      By:_________________________________



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[Form of Reverse Side of Rights Certificate]



FORM OF ASSIGNMENT



(To be executed by the holder of record if such holder desires to transfer the Rights.)





FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto



_______________________________________________________________________

(Please print name and address of transferee)



this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ as attorney, to transfer the within Rights Certificate on the books of the Company with full power of substitution.



Dated: ______________________



Signature Guaranteed:_______________________________________

Signature



(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)



Signatures must be guaranteed by a Canadian chartered bank or an eligible guarantor with membership in an approved signature medallion guarantee program.



CERTIFICATION

(To be completed if true)



The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement).



| |          
| | ---------
| |          
| | Signature



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NOTICE



In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as defined in the Shareholder Rights Agreement) and accordingly will deem the Rights evidenced by this Rights Certificate to be void and not transferable or exercisable.



FORM OF ELECTION TO EXERCISE



(To be executed if the holder desires to exercise the Rights Certificate)



TO: ______________________



The undersigned hereby irrevocably elects to exercise

whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of:



|        
|--------
|        
|Address:



Social Insurance or Other Taxpayer Identification Number: ______________________



If such number of Rights shall not be all the whole Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such whole Rights shall be registered in the name of and delivered to:



|        
|--------
|        
|Address:



Social Insurance or Other Taxpayer Identification Number: ______________________



Dated: ____________________

Signature Guaranteed:________________________________________

Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)



Signatures must be guaranteed by a Canadian chartered bank or an eligible guarantor with membership in an approved signature medallion guarantee program.



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CERTIFICATION



(To be completed if true)



The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement).



| |          
| | ---------
| |          
| | Signature



NOTICE



In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as defined in the Shareholder Rights Agreement) and accordingly will deem the Rights evidenced by this Rights Certificate to be void and not transferable or exercisable.





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OROMIN EXPLORATIONS LTD.







SHARE COMPENSATION PLAN























July 29, 2008





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SHARE COMPENSATION PLAN





1.

GENERAL PROVISIONS



1.1

Interpretation



For the purposes of this Plan, the following terms shall have the following meanings:



(a)

Board means the Board of Directors of the Company;



(b)

Bonus Shares means Common Shares of the Company allotted or issued to Eligible Persons under the Plan in recognition of extraordinary contributions to the advancement of the Company or any of its associated, affiliated, controlled and subsidiary companies;



(c)

Common Shares means the Common Shares without par value of the Company as currently constituted;



(d)

Company means OROMIN EXPLORATIONS LTD.;



(e)

Consultant means an individual (including an individual whose services are contracted through personal holding corporation) with whom the Company or a subsidiary has a contract for substantial services;



(f)

Eligible Person means, subject to all applicable laws, any officer, employee or Consultant of the Company or any of its associated, affiliated, controlled and subsidiary companies whom the Board, in its sole and absolute discretion, deems to have provided extraordinary contributions to the advancement of the Company or any of its associated, affiliated, controlled and subsidiary companies;



(g)

Market Price shall have the meaning ascribed to it in the TSX Venture Exchange Corporate Finance Manual in effect from time to time;



(h)

Participant means Eligible Persons to whom Bonus Shares have been granted;



(i)

Plan means this Share Compensation Plan of the Company;



(j)

Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise; and



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(k)

Termination Date means the date on which a Participant ceases to be an Eligible Person.



Words importing the singular only shall include the plural and vice versa and words importing the masculine shall include the feminine.  Headings are for the convenience only and shall not affect the interpretation hereof.



1.2

Shares Reserved



The maximum number of Bonus Shares which may be reserved for issuance for all purposes under the Plan shall not exceed 250,000 Common Shares in any twelve month period or such greater number as may be approved from time to time by the shareholders of the Company.



1.3

Amendment and Termination



The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required approval.  No such amendment, suspension or termination shall alter or impair the rights of any Participant to receive Bonus Shares allotted but not yet issued without the consent of such Participant.  If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time that any Bonus Shares have been allotted but not yet issued.  With the consent of the affected participants, the Board may amend or modify any grant of Bonus Shares in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, subject to the prior approval of the relevant stock exchanges.



1.4

Compliance with Legislation



The Plan and the allotment and issuance of Bonus Shares hereunder shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required.  The Company shall not be obliged by any provision of the Plan or the allotment of any Bonus Shares hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.  No Bonus Shares shall be allotted or issued or sold hereunder where such allotment or issuance would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported allotment and issuance of Bonus Shares hereunder in violation of this provision shall be void.  In addition, the Company shall have no obligation to issue any Bonus Shares pursuant to the Plan unless such Bonus Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.  Bonus Shares issued to Participants may be subject to limitations on sale or resale under applicable securities laws.  In particular, if Bonus Shares are allotted and issued to any resident or citizen of the United States, the Board and the Company will use their best efforts to ensure that all matters pertaining to such Bonus Shares shall be made in compliance with applicable United States securities laws.

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1.5

Effective Date



The Plan shall be effective upon the approval of the Plan by:



(a)

the TSX Venture Exchange and any other exchange upon which the Common Shares of the Company may be posted and listed for trading; and



(b)

the shareholders of the Company, given by the affirmative vote of a majority of the votes attached to the Common Shares of the Company entitled to vote and represented and voted at an annual or special meeting of the holders of such Common Shares held, among other things, to consider and approve the Plan.



1.6

Board Discretion



The awarding of Bonus Shares to any Eligible Person is a matter to be determined solely in the discretion of the Board.  The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan.  Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.



1.7

Governing Law and Interpretation



This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable herein



2.

BONUS SHARES



2.1

Authority to Allot and Issue Bonus Shares



The Board shall have the authority and power in its sole discretion, to allot, issue and distribute in such amounts as the Board in its sole and absolute discretion deems fit, as fully paid and non-assessable shares in the capital of the Company, up to a total of 250,000 Bonus Shares in any twelve month period or such greater number as may be approved from time to time by the shareholders of the Company, to Eligible Persons of the Company whom the Board, in its sole and absolute discretion, deems to have provided extraordinary contributions to the advancement of the Company.  The granting of Bonus Shares pursuant to the Plan shall be subject to such further shareholder and regulatory approval as may be required by the TSX Venture Exchange.





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2.2

Basis for Allotment and Issuance



The Bonus Shares will be issued in consideration of the fair value of the extraordinary contribution to the Company by the recipient as determined by the Board, in its discretion, and shall be issued at a deemed price determined by the Board at the time of issuance of such Bonus Shares, but such price shall not be less than the Market Price.  No Bonus Shares shall be issued at a time when it is unlawful to fix the price for such Bonus Shares.



2.3

No Right to Allotment and Issuance



Nothing in this Plan shall require the issue or distribution of any Bonus Shares in any given year or the distribution to any particular person of Bonus Shares at any time.  The receipt by a recipient in any year of Bonus Shares shall not create any entitlement to a receipt of Bonus Shares by such recipient in any other year.  No person shall have any right to receive a distribution of Bonus Shares in a year, whether or not other persons receive Bonus Shares in such other year.  The pool of Bonus Shares available for any given year, if not distributed, shall cease to be available at the end of such year and shall not accumulate or be available for any succeeding year.





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OROMIN EXPLORATIONS LTD.





STOCK OPTION

PLAN

























July 29, 2008





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STOCK OPTION PLAN





1.

GENERAL PROVISIONS



1.1

Interpretation



For the purposes of this Plan, the following terms shall have the following meanings:



(a)

Associate has the meaning ascribed to that term under Section 1 of the Securities Act (British Columbia);



(b)

Board means the Board of Directors of the Company;



(c)

Common Shares means the Common Shares without par value of the Company as currently constituted;



(d)

Company means OROMIN EXPLORATIONS LTD.;



(e)

Consultant means an individual (including an individual whose services are contracted through personal holding corporation) with whom the Company or a subsidiary has a contract for substantial services;



(f)

Discounted Market Price shall have the meaning ascribed to it in the TSX Venture Exchange Corporate Finance Manual in effect from time to time;



(g)

Disinterested Shareholder Approval means approval by a majority of votes cast at a general meeting of the shareholders of the Company excluding votes attached to shares beneficially owned by the Insiders of the Company and their respective Associates and Participants;



(h)

Eligible Person means, subject to all applicable laws, any director, officer, bona fide employee, management company employee or Consultant of the Company or any of its associated, affiliated, controlled and subsidiary companies;



(i)

Insider means an insider as defined under Section 1(1) of the Securities Act (British Columbia),  other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of the Company, and an associate as defined under Section 1(1) of the Securities Act (British Columbia) of any person who is an insider by virtue of (i) above;



(j)

Investor Relations Activities shall have the meaning ascribed to it in the TSX Venture Exchange Corporate Finance Manual in effect from time to time;

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(k)

Option means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;



(l)

Outstanding Issue is determined on the basis of the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Option in question, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one-year period;



(m)

Participant means Eligible Persons to whom Options have been granted;



(n)

Plan means this Stock Option Plan of the Company;



(o)

Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise; and



(p)

Termination Date means the date on which a Participant ceases to be an Eligible Person.



Words importing the singular only shall include the plural and vice versa and words importing the masculine shall include the feminine.  Headings are for the convenience only and shall not affect the interpretation hereof.



1.2

Purpose



The purpose of the Plan is to advance the interests of the Company by:



(a)

providing Eligible Persons with additional incentive;



(b)

encouraging stock ownership by such Eligible Persons;



(c)

increasing the propriety interest of Eligible Persons in the success of the Company;



(d)

encouraging each Eligible Person to remain with the Company or its Controlled, Associated, Affiliated or Subsidiary Companies, and



attracting new employees and officers.



1.3

Administration



This Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than three directors.  If a committee is appointed for this purpose, all references to the Board will be deemed to be references to such committee.  Subject to the limitations of the Plan, the Board shall have the authority:

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(a)

to grant options to purchase Common Shares to Eligible Persons;



(b)

to determine the terms, limitations, restrictions and conditions respecting such grants;



(c)

to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and



(d)

to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with Section 1.8 hereof, as it may deem necessary or advisable.



The Boards guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Company and all other persons.



1.4

Shares Reserved



The maximum number of Common Shares which may be reserved for issuance for all purposes under the Plan shall not exceed ten percent (10%) of the Outstanding Issue (which figure includes Common Shares presently subject to the terms of existing stock options), or such greater number as may be approved from time to time by the shareholders of the Company.  The maximum number of Common Shares which may be reserved for issuance under Options and the maximum numbers of Options which may be granted in any twelve month period to any one person at any one time under the Plan shall be five percent (5%) of the Outstanding Issue, except in the case of Eligible Persons involved in Investor Relations Activities in which case the maximum number shall be two percent (2%) of the Outstanding Issue for all of such persons and except in the case of Consultants in which case the maximum number shall be two percent (2%) of the Outstanding Issue to any one Consultant, less the aggregate number of Common Shares reserved for issuance to any such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism.  Any Common Shares subject to an existing stock option or an Option which for any reason is cancelled or terminated without being exercised, shall again be available for grant under the Plan.  The grant of any stock options to Insiders that, together with all of the Companys previously established and outstanding stock option plans or grants, could result at any time in the grant to Insiders, within a 12 month period, of a number of options exceeding 10% of the issued shares shall be subject to Disinterested Shareholder Approval being obtained prior to the exercise of any such Options.









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1.5

Amendment and Termination



The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required approval.  No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Participant without the consent of such Participant.  If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.  With the consent of the affected participants, the Board may amend or modify any outstanding Option in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable, subject to the prior approval of the relevant stock exchanges.  It shall be a condition that shareholder approval to the grant of Options and Disinterested Shareholder Approval to any amendment of existing Options shall be obtained prior to the exercise of Options granted to Insiders.



1.6

Compliance with Legislation



The Plan, the grant and exercise of Options hereunder and the Companys obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required.  The Company shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.  No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision shall be void.  In addition, the Company shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.  Common Shares issued and sold to Participants pursuant to the to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.  In particular, if Options are granted to any resident or citizen of the United States, the Board and the Company will use their best efforts to ensure that all matters pertaining to such Options shall be made in compliance with applicable United States securities laws.



1.7

Effective Date



The Plan shall be effective upon the approval of the Plan by:



(a)

the TSX Venture Exchange and any other exchange upon which the Common Shares of the Company may be posted and listed for trading; and

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(b)

the shareholders of the Company, given by the affirmative vote of a majority of the votes attached to the Common Shares of the Company entitled to vote and represented and voted at an annual or special meeting of the holders of such Common Shares held, among other things, to consider and approve the Plan.



1.8

Board Discretion



The awarding of options to any Eligible Person is a matter to be determined solely in the discretion of the Board.  The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan.  Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.



1.9

Rights of Participants



Nothing contained in the Plan nor in any Option granted hereunder:



(a)

shall be deemed to give any Participant any interest or title in or to any Common Shares of the Company or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than set forth in the Plan and pursuant to the exercise of an Option; or



(b)

gives any Participant or any employee of the Company or any of its Associated, Affiliated, Subsidiary or Controlled Companies the right or obligation to or to continue to serve as a director, officer or employee, as the case may be, of the Company or any of its Associated, Affiliated, Subsidiary or Controlled Companies.



1.10

Capital Alterations



If there is a change in the outstanding Common Shares by reason of any stock dividend or any recapitalization, amalgamation, subdivision, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to prior approval of the relevant stock exchanges, appropriate substitution or adjustment in:



(a)

the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and



(b)

the number and kind of shares subject to unexercised Options theretofore granted and the option price of such shares;





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provided, however, that no substitution or adjustment shall obligate the Company to issue or sell fractional shares.  No fractional Common Shares shall be issued upon the exercise of options granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, such Participant shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.  If the Company is reorganized, amalgamated with another corporation or consolidated, the Board shall make such provision for the protection of the rights of the Participants as the Board in its discretion deems appropriate.



1.11

Governing Law and Interpretation



This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable herein.



2.

OPTIONS



2.1

Grants



Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited.  An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.



2.2

Exercise Price



The Board shall establish the exercise price at the time each Option is granted, which shall in all cases not be less than the less than the Discounted Market Price of the Common Shares on the day preceding the date of the grant of the Option.  The exercise price shall be subject to adjustment in accordance with the provisions of Section 1.10 above.



2.3

Exercise of Options



Options granted must be exercised no later than five years after the date of grant or such lesser period as may be determined by the Board, except in the case of Options granted to consultants which must be exercised no later than five years after the date of grant.  The Board may determine when any Option will become exercisable and may determine that the Option shall be exercisable in installments.  Options shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant s legal representative.  Subject to this Section 2.3 and except as otherwise determined by the Board, if a Participant:

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(a)

ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable 30 days after the Termination Date.  If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant.  Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or without cause and regardless of whether the Participant received compensation in respect of dismissal or as entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant;



(b)

dies, the legal representative of the Participant may exercise the Participants Options within one year after the date of the Participant s death, but only to the extent the Options were by their terms exercisable on the date of death.



The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.  All Options shall be non-assignable and non-transferable.



2.4

Options Held By Eligible Persons Undertaking Investor Relations Activities



Options granted to Eligible Persons involved in Investor Relations Activities shall be subject to the vesting requirements of the TSX Venture Exchange, namely that such Options shall vest over twelve months with no more than twenty five percent (25%) of such Options vesting in any three month period.



2.5

Option Agreements



Each Option shall be confirmed by an option agreement executed by the Company and by the Participant.







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OROMIN EXPLORATIONS LTD.

STOCK OPTION PLAN

July 14, 2009

























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OROMIN EXPLORATIONS LTD.

STOCK OPTION PLAN

1.

INTERPRETATION

1.1

Defined Terms

For the purposes of this Plan, the following terms will have the following meanings:

(a)

Associate has the meaning ascribed to that term under section 1(1) of the Securities Act(British Columbia);

(b)

Assignee means

(i)

the legal personal representatives of a Participant or

(ii)

a Permitted Assign of a Participant to whom Options have been granted or issued in accordance with subsection ,

and includes the legal personal representatives and successors and permitted assigns of a Permitted Assign of a Participant;

(c)

Blackout Period means an interval of time

(i)

when the Disclosure Policy restricts Participants from trading in any securities of the Company because they may be in possession of confidential information; or

(ii)

when the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of confidential information; or

(iii)

when, in accordance with the listing rules of any exchange on which the Common Shares are listed, dealings (including issuances or trades) in the securities of the Company are prohibited;

(d)

Board means, subject to subsection , the board of directors of the Company;

(e)

Business Day means any day other than a Saturday, a Sunday, a statutory or public holiday or any other day on which the banks are not regularly open for business in the City of Vancouver, British Columbia;

(f)

Cause means any act, omission or course of conduct recognized as cause for dismissal or termination of employment or engagement under applicable law, including, without limitation, embezzlement, theft, fraud, wilful failure to follow any lawful directive of the Company and wilful misconduct detrimental to the interests of the Company;

(g)

Change of Control means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than 50% plus one of the outstanding voting securities of the Company;

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(h)

Common Shares means the common shares without par value of the Company as constituted on the date of this Plan, provided that, in the event of any adjustment pursuant to section , Common Shares will thereafter mean the securities or other property resulting from the events giving rise to the adjustment;

(i)

Company means Oromin Explorations Ltd.;

(j)

Disability means any disability with respect to a Participant that the Board, in its sole and unfettered discretion, considers likely to prevent the Participant permanently from:

(i)

being employed or engaged by the Company, its Subsidiaries or another employer in a position that is the same as or similar to that in which the Participant was last employed or engaged by the Company;

(ii)

acting as a director or officer of the Company or its Subsidiaries; or

(iii)

engaging in any substantial gainful activity by reason of any medically determinable mental or physical impairment that can be expected to result in death or that has lasted or can be expected to last for a continual period of not less than 12 months;

(k)

Disclosure Policy means the disclosure policy of the Company, as may be amended from time to time, which policy is contained in the corporate governance manual of the Company, as may be amended from time to time;

(l)

Eligible Director means each of the directors of the Company from time to time and each of the directors of any Subsidiary from time to time;

(m)

Eligible Officer means each of the officers of the Company from time to time and each of the officers of any Subsidiary from time to time;

(n)

Eligible Person means:

(i)

an Eligible Director,

(ii)

an Eligible Officer,

(iii)

a Service Provider, and

(iv)

an Insider of the Company or any Subsidiary;

(o)

Exchange means the Toronto Stock Exchange or, if the Common Shares are not listed on the Toronto Stock Exchange, such other stock exchange on which the Common Shares are listed that in the opinion of the Board is the Companys principal or home exchange;

(p)

Expiry Date means the date set by the Board under subsection  of the Plan as the last date on which an Option may be exercised by the Participant or its Assignee;

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(q)

Grant Date means

(i)

subject to subsection , the date on which an Option is granted; or

(ii)

if applicable rules of any stock exchange on which the Common Shares are listed require that a particular Option proposed to be granted not be issued or granted until prior shareholder approval is obtained for such issuance or grant, then Grant Date means the date upon which the Board resolves to seek such shareholder approval and grant such Option, notwithstanding that the Option may not actually be granted and issued until a subsequent date upon receipt of the necessary shareholder approval;

(r)

Insider has the meaning ascribed in the Toronto Stock Exchange Company Manual;

(s)

ITA means the Income Tax Act (Canada), as amended or replaced from time to time;

(t)

Joint Actor means a person acting jointly or in concert with an offeror, as defined in section 91 of the Securities Act (Ontario);

(u)

Market Value of Common Shares at any applicable date means:

(i)

subject to subsections (ii) and (iii), the volume weighted average trading price of the Common Shares calculated by dividing the total value of Common Shares traded by the total volume of Common Shares traded for the five trading days immediately preceding the Grant Date on the stock exchange upon which the majority of the trading volume and trading value of the Common Shares occurred for such period; or

(ii)

subject to subsection (iii), if at least 75% of each of the trading volume and trading value of the Common Shares for the six months preceding the Grant Date is on a stock exchange other than the Toronto Stock Exchange, the price per Common Share acceptable under the requirements of that stock exchange that, in the opinion of the Board, is reflective of the market price of the Common Shares on the Exchange and such other stock exchange; or

(iii)

if the Common Shares are not listed on any stock exchange, the price per Common Share on the over-the-counter market determined by dividing the aggregate sale price of the Common Shares sold by the total number of such Common Shares so sold on the applicable market on the last day prior to the Grant Date;

(v)

Offer has the meaning set forth in subsection ;

(w)

Option means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;

(x)

Option Agreement means a written agreement, in the form attached hereto as , evidencing each Option;

(y)

Option Price means the price per Common Share at which a Participant may purchase Option Shares as fixed by the Board, adjusted from time to time in accordance with the provisions of section 8;

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(z)

Option Shares means the aggregate number of Common Shares that a Participant or its Assignee may purchase under an Option;

(aa)

Outstanding Issue is determined on the basis of the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Option in question, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one-year period;

(bb)

Participant means an Eligible Person to whom Options have been granted;

(cc)

Permitted Assign with reference to a Participant means:

(i)

a trustee, custodian, or administrator acting on behalf of, or for the benefit of the Participant,

(ii)

a corporation or other entity that is controlled by the Participant, or

(iii)

a registered retirement savings plan or a registered retirement income fund (as those terms are defined in the ITA) of the Participant;

(dd)

Plan means this Stock Option Plan of the Company;

(ee)

Right has the meaning set forth in subsection ;

(ff)

Service Provider means:

(i)

an employee (including full-time and part-time employees) of the Company or any of its Subsidiaries;

(ii)

any other individual, corporation, partnership or other entity engaged on a bona fidebasis to provide ongoing management or consulting services to the Company, to a Subsidiary or to any entity controlled by the Company or a Subsidiary for an initial, renewable or extended period of twelve months or more; and

(iii)

any individual who is providing ongoing management or consulting services to the Company, to a Subsidiary or to any entity controlled by the Company or a Subsidiary indirectly through a corporation, partnership or other entity that is a Service Provider under subsection ;

(gg)

Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;

(hh)

Subsidiary means any corporation or company of which outstanding securities to which are attached more than 50% of the votes that may be cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other than by way of security only, by or for the benefit of the Company and/or by or for the benefit of any other corporation or company in like relation to the Company, and includes any corporation or company in like relation to a Subsidiary;

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(ii)

Unissued Option Shares means the number of Common Shares, at a particular time, that have been allotted for issuance upon the exercise of an Option but that have not been issued, as adjusted from time to time in accordance with the provisions of section , such adjustments to be cumulative; and

(jj)

Vested means that an Option has become exercisable in respect of a number of Option Shares by the Participant or its Assignee pursuant to the terms of the Option Agreement.

Words importing the singular number only will include the plural and vice versa and words importing the masculine will include the feminine.

This Plan and all matters to which reference is made herein will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

Unless the context otherwise requires or the Board determines otherwise, all references to currency will be to the lawful money of Canada.

2.

STATEMENT OF PURPOSE

2.1

Principal Purposes

The principal purpose of the Plan is to advance the interests of the Company by (i) providing Eligible Persons with additional incentive to develop and promote the growth and success of the Company, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Company, (iv) encouraging Eligible Persons to remain with the Company or its Subsidiaries, and (v) attracting and retaining persons of outstanding competence whose efforts will dictate, to a large extent, the future growth and success of the Company.

3.

ADMINISTRATION OF THE PLAN

3.1

Board or Committee

This Plan will be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than two directors.  If a committee is appointed for this purpose, all references to the Board will be deemed to be references to the committee.

3.2

Authority of the Board

Subject only to the express limitations of the Plan and the requirements of any stock exchange on which the Common Shares are listed, the Board will have the sole and unfettered authority:

(a)

to grant Options to purchase Common Shares to Eligible Persons;

(b)

to determine the terms, limitations, restrictions and conditions respecting such grants, including, the Expiry Date of an Option, the number of Common Shares for which any Option may be granted to an Eligible Person and the Option Price;

(c)

to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it will from time to time deem advisable;

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(d)

to authorize any director or officer to execute and deliver any Option Agreement, notice, commitment or documents and to do any other act as contemplated by the Plan for and on behalf of the Company;

(e)

to delegate to a committee of the Board, on such terms as the Board in its discretion determines, all or any part of the authority of the Board hereunder to administer and implement the Plan; and

(f)

to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with section  hereof, as it may deem necessary or advisable.

3.3

Discretion of the Board

The determinations of the Board under the Plan (including, without limitation, determinations of Service Providers who may receive grants of Options and the amount and timing of such grants), need not be uniform and may be made by the Board selectively among Eligible Persons who receive, or are eligible to receive, grants of Options under the Plan, whether or not such Eligible Persons are similarly situated as to office, length of service, salary or any other factor. The Board may, in its discretion, authorize the granting of additional Options to a Participant or its Assignee before an existing Option has terminated.

3.4

Interpretation of the Plan

Except as set forth in subsection , the interpretation and construction of any provision of the Plan by the Board will be final and conclusive. All guidelines, rules, regulations, decisions and interpretations of the Board respecting the Plan, Option Agreements or the Options will be binding and conclusive on the Company and on all Participants and their Assignees.

4.

GRANT OF OPTIONS

4.1

Eligibility

Participation in this Plan is limited to Participants who are designated from time to time by the Board. Participation is voluntary and the extent to which any Participant is entitled to participate in this Plan will be determined by the Board.

4.2

Option Terms

The Board may from time to time authorize the issue of Options to Participants, or as designated by a Participant in accordance with subsection , on the terms and subject to the conditions set out in this Plan and any additional terms and conditions set out in the Option Agreement as determined by the Board in its sole and unfettered discretion. Notwithstanding any such terms:

(a)

the Board will establish the vesting terms, in accordance with subsection ;

(b)

the Option Price under each Option will be not less than the Market Value on the Grant Date or such other minimum price as the Exchange may require;

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(c)

the Board will set the Expiry Date for each Option at the time of issue of the Option, provided that, subject to extension in connection with a Blackout Period as provided under subsection , the Expiry Date will not be more than 10 years after the Grant Date; and

(d)

Options will not be assignable or transferable by the Participant or its Assignee, except:

(i)

to the extent necessary to enable Options that have Vested at the time of death of a Participant or its Assignee to be exercised by the legal personal representatives or beneficiary(ies) of the Participant or its Assignee as contemplated in subsection  and

(ii)

as provided in subsection .

The Board will not be permitted to amend the Option Price except as set out in section  of this Plan.

4.3

Vesting of Option Shares

The Board may determine and impose terms upon which each Option will become Vested in respect of Option Shares, including whether vesting will be in installments.

4.4

Option Agreements

Each Option will be confirmed by the execution of an Option Agreement. Each Participant or its Assignee will have the option to purchase the Option Shares from the Company at the time and in the manner set out in the Plan and in the Option Agreement applicable to the particular Option. The execution of an Option Agreement will constitute conclusive evidence that the grant of Options to the Participant or its Assignee has been completed in compliance with the Plan.

4.5

Issuance and Transferability of Options

Notwithstanding any other provision of the Plan:

(a)

a Participant may, when offered an Option, specify that the Option be issued to a Permitted Assign of the Participant;

(b)

a Participant or its Assignee may at any time, and regardless of whether the Option has Vested, transfer an Option that has been granted to the Participant or its Assignee, including an Option that was granted to under any previous stock option plan of the Company, to a Permitted Assign of the Participant; provided that the Participant provides prior notification to the Company and a replacement Option Agreement is signed by the Permitted Assign.





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5.

COMMON SHARES SUBJECT TO THE PLAN

5.1

Limits on Common Shares Issuable on Exercise of Options

Subject to section , at any time the maximum number of Common Shares that may be issuable pursuant to Options granted under the Plan, which Options are outstanding but unexercised and whether or not they are Vested, will be a number equal to 10% of the number of issued and outstanding Common Shares. For the purposes of this subsection , the total number of issued and outstanding Common Shares is determined on the basis of the number of Common Shares that are issued and outstanding immediately prior to the Option issuance in question, on a non-diluted basis.

5.2

Terminated or Cancelled Options

Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, will again be available for grant under the Plan.  No fractional shares will be issued.  Refer to subsection  for the manner in which a fractional share value will be treated.

6.

EXERCISE OF OPTIONS

6.1

When Options May be Exercised

Subject to this section , an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares that have Vested at any time after the Grant Date up to the close of business in the location where the Company has its principal office on the Expiry Date and will not be exercisable thereafter.

6.2

Exercise by Written Notice

Subject to the terms and conditions of this Plan, an Option may be exercised by the Participant or its Assignee completing and dating the exercise notice in the form attached as  to the Option Agreement, stating that the Participant or its Assignee elects to exercise his or her rights to purchase Option Shares under such Option and the number of Option Shares in respect of which such Option is being exercised, accompanied by full payment for the Option Shares being purchased under such Option delivered to the Company at its principal office at 2000  1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (or such other address of the principal office of the Company at the time of exercise) addressed to the attention of the Chief Financial Officer of the Company.  Delivery of any notice of exercise accompanied by the payment may be made by personal delivery, by courier service or by agent.

6.3

Payment of Exercise Price

The exercise price of each Common Share purchased under an Option will be paid in full by bank draft or certified cheque at the time of such exercise, in lawful money of Canada, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised will be duly issued as fully paid and non-assessable.

6.4

Effect of Exercise

As soon as practicable after the exercise of an Option in accordance with sections  and , the Company will issue a certificate or certificates evidencing the Option Shares in respect of which the Option is exercised.

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6.5

Ceasing to be an Eligible Person

If a Participant ceases to be an Eligible Person, the Options of such Participant will be exercisable as follows:

(a)

Death, Disability or Retirement

If a Participant ceases to be a an Eligible Person due to his or her death, Disability or retirement, the Options then held by the Participant or its Assignee, will, subject to subsection , be exercisable to acquire Unissued Option Shares that have Vested at the time of death, Disability or retirement at any time up to but not after the earlier of:

(i)

365 days after the date of death, Disability or retirement; and

(ii)

the Expiry Date,

provided that the Board will have the discretion to increase the period referred to in subsection , above, at any time for any period of time up to the Expiry Date.

(b)

Termination For Cause

If a Participant ceases to be an Eligible Person as a result of termination for Cause, any outstanding Options held by such Participant or its Assignee on the date of such termination, whether in respect of Option Shares that are Vested or not, will be cancelled as of the date of delivery of written notice of termination (and specifically without regard to the date any period of reasonable notice, if any, would expire).

(c)

Early Retirement, Voluntary Resignation or Termination Other than For Cause

If the Participant ceases to be an Eligible Person due to his or her retirement at the request of his or her employer, or due to his or her voluntary resignation or due to the termination of his or her employment by the Company for reasons other than Cause, the Options then held by the Participant or its Assignee will be exercisable, subject to subsection , to acquire Unissued Option Shares that have Vested at the time of retirement, resignation or termination for reasons other than Cause, at any time up to but not after the earliest of:

(i)

the Expiry Date;

(ii)

six months after ceasing to be an Eligible Person under this subsection ; and

(iii)

six months after the date of delivery of written notice of retirement, resignation or termination (and specifically without regard to the date any period of reasonable notice, if any, would expire);

provided that the Board will have the discretion to increase the six-month period referred to in subsection  or  above, as applicable, at any time for any period of time up to the Expiry Date.

For greater certainty, an Option that has not Vested in respect of any Unissued Option Shares at the time that the relevant events referred to in subsections  or  occur will not be or become exercisable in respect of such Unissued Option Shares and will be cancelled.

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For greater certainty, the retirement of any Participant who is a director of the Company or any Subsidiary at any annual general meeting of the Company or such Subsidiary as required by the constating documents of the Company or Subsidiary, as the case may be, will not result in the termination of the Option granted to such Participant or its Assignee provided that such Participant is re-elected at such annual general meeting as a director of the Company or Subsidiary, as the case may be.

For greater certainty, it is understood that the change in the duties or position of a Participant or the transfer of such Participant from a position with the Company to a position with a Subsidiary, or vice-versa, will not trigger the termination of the Options of such Participant or its Assignee, provided such Participant remains an Eligible Person as such term is defined herein.

6.6

Share Appreciation Right

A Participant or its Assignee may, if determined by the Board, have the right (the Right), when entitled to exercise an Option, to terminate such Option in whole or in part by notice in writing to the Company and, in lieu of receiving Option Shares pursuant to the exercise of the Option, will receive instead and at no cost to the Participant or its Assignee that number of Common Shares, disregarding fractions, which, when multiplied by the Market Value on the day immediately prior to the date of the exercise of the Right, have a total value equal to the product of the number of Option Shares subject to the Option times the difference between the Market Value on the day immediately prior to the exercise of the Right and the Option Price.  The Right will not exist, however, until the Board formally approves the activation of the Right for a specific Participant or its Assignee.  Upon the exercise of the Right by a Participant or its Assignee, all Options utilized for the exercise of such Right will be cancelled.

6.7

No Fractional Common Shares

No fractional Common Shares will be issued upon the exercise of Options granted under the Plan and, accordingly, if a Participant or its Assignee would become entitled to a fractional Common Share upon the exercise of an Option, such Participant or its Assignee will only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

6.8

Blackout Periods

No Option may be exercised by a Participant during a Blackout Period.  If the Expiry Date of an Option or the deadline for exercising the Option as determined under subsection  or  of this Plan, as applicable, falls within a Blackout Period, such Expiry Date or deadline will be deemed to be extended by ten Business Days after the last day of the Blackout Period.

6.9

Representations by Participants

Upon the exercise of Options, each Participant or its Assignees will, if so requested by the Company, represent and agree in writing that:

(a)

the Participant is or was, an Eligible Person;

(b)

the Participant or its Assignee has not been induced to purchase the Option Shares by expectation of employment or continued employment;

(c)

the Participant or its Assignee is purchasing the Option Shares pursuant to the exercise of such Option as principal for his, her or its own account for investment purposes, and not with a view to the distribution or resale thereof to the public;

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(d)

the Participant or its Assignee will, prior to and upon any sale or disposition of any of the Option Shares purchased pursuant to the exercise of such Option, comply with all applicable securities laws and any other federal, provincial or state laws or regulations to the extent that such laws or regulations are applicable to such sale or disposition; and

(e)

such Participant or its Assignee

(i)

will not offer, sell or deliver any of the Option Shares purchased pursuant to the exercise of such Option, directly or indirectly, in the United States or to any citizen or resident of, or any corporation, partnership or other entity created or organized in or under the laws of, the United States, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source, except in compliance with United States federal and state securities laws;, and

(ii)

will acknowledge that the Company has the right to place any restriction or legend on any securities issued pursuant to the Plan including, but in no way limited to, placing a legend to the effect that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless registration or an exemption from registration is available.

6.10

Other Procedures and Documentation

The Company may employ other procedures and require further documentation from a Participant or its Assignee to ensure compliance with all applicable laws.

7.

TAKE-OVER BID / CHANGE OF CONTROL

7.1

Effect of a Take-Over Bid

If a bona fide offer (an Offer) for Common Shares is made to the Participants or to shareholders of the Company generally or to a class of shareholders of the Company that includes the Participants, which Offer, if accepted in whole or in part, could result in the offeror becoming a control person of the Company, within the meaning of the Securities Act(British Columbia), the Company will, immediately upon receipt of notice of the Offer, provide each Participant with full particulars of the Offer, and notify the Participants that, as of a date specified in such notice, all Options will become Vested and each Option may be exercised in whole or in part by the Participant or its Assignee so as to permit the Participant or its Assignee to tender the Option Shares received upon such exercise pursuant to the Offer, provided that if

(a)

the Offer is not completed within the time specified therein; or

(b)

all of the Option Shares tendered by a Participant or its Assignee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of subsection  the Option Shares that are not taken up and paid for, will be returned by the Participant or its Assignee to the Company and reinstated as authorized but Unissued Option Shares and, with respect to such returned Option Shares, the related Options will be reinstated as if they had not been exercised and the terms for such Options becoming Vested will be reinstated pursuant to subsection . If any Option Shares are returned to the Company under this section , the Company will immediately refund the exercise price to the Participants or their Assignees for such Option Shares.

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7.2

Acceleration of Expiry Date

If, at any time when an Option remains unexercised with respect to any Unissued Option Shares, an Offer is made, the Board may, upon notifying each Participant or its Assignee of full particulars of the Offer, declare that all Options granted under the Plan be Vested and accelerate the Expiry Date for the exercise of all unexercised Options granted under the Plan so that all Options will either be exercised or expire prior to the date upon which Common Shares must be tendered pursuant to the Offer.

7.3

Effect of a Change of Control

If a Change of Control occurs, all Options granted to each Participant or its Assignee will become Vested, whereupon each Option may be exercised in whole or in part by the Participant or its Assignee.

7.4

Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Participant retires, resigns or is terminated from employment or engagement with the Company or a Subsidiary, the loss or limitation, if any, pursuant to the Option Agreement with respect to Options which were not Vested at that time or which, if Vested, were cancelled, will not give rise to any right to damages and will not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Participant.

7.5

Right to Participate in New Issues

To the extent that shareholders of the Company are entitled to participate in new issuances of Common Shares, a Participant or its Assignee, with respect to Vested Options held by such Participant or its Assignee, will not be entitled to participate in such issuance by virtue of holding such Vested Options, unless such Participant or its Assignee first exercises the Vested Options in accordance with the terms of the Plan and the Option Agreement.

8.

ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

8.1

Share Reorganization

Whenever the Company issues Common Shares to all or substantially all holders of Common Shares by way of a stock dividend or other distribution, or subdivides all outstanding Common Shares into a greater number of Common Shares, or combines or consolidates all outstanding Common Shares into a lesser number of Common Shares (each of such events being a Share Reorganization), then effective immediately after the effective date for such Share Reorganization for each Option:

(a)

the Option Price will be adjusted to an exercise price that is the product of:

(i)

the Option Price in effect immediately before that effective date, and

(ii)

a fraction, the numerator of which is the total number of Common Shares outstanding on that effective date before giving effect to the Share Reorganization and the denominator of which is the total number of Common Shares that are or would be outstanding immediately after such effective date after giving effect to the Share Reorganization; and

(b)

the number of Unissued Option Shares will be adjusted to that number that is the product of:

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(i)

the number of Unissued Option Shares immediately before such effective date, and

(ii)

a fraction which is the reciprocal of the fraction described in subsection .

8.2

Special Distribution

Subject to the prior approval of the Exchange, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Common Shares:

(a)

shares of the Company, other than Common Shares;

(b)

evidences of indebtedness;

(c)

any cash or other assets, excluding cash dividends (other than cash dividends that the Board has determined to be outside the normal course); or

(d)

rights, options or warrants,

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being a Special Distribution), and effective immediately after the effective date at which holders of Common Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Common Shares as a result of such Special Distribution.

8.3

Corporate Organization

Whenever there is:

(a)

a reclassification of outstanding Common Shares, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in subsections  or ;

(b)

a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Common Shares into other shares or securities or a change of Common Shares into other shares or securities; or

(c)

a transaction whereby all or substantially all of the Companys undertaking and assets become the property of another corporation or entity,

(any such event being a Corporate Reorganization)

the Participant or its Assignee will have an option to purchase (at the times, for the consideration and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he or she would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he or she would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he or she had been the holder of all Unissued Option Shares or, if appropriate, as otherwise determined by the Board.

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8.4

Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions will be conclusively determined by the Companys auditors or, if the Companys auditors decline to so act, any other firm of nationally or internationally recognized chartered accountants in Canada that the Board may designate and who will have access to all appropriate records, and such determination will be binding upon the Company and all Participants or their Assignees.

8.5

Compliance with Regulatory Authorities

Notwithstanding subsections ,  or , in the event of any reorganization (including, without limitation, consolidation, sub-division, reduction or return of the issued capital of the Company), on or prior to the Expiry Date, the rights of the Participant or its Assignee will be changed to the extent necessary at the time of such reorganization, in such manner as determined by the Board, to ensure compliance with the policies of the Exchange that apply to a reorganization of capital at the time of such reorganization. For greater certainty, any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of subsections ,  or  is subject to the approval of the Exchange and any other governmental and securities regulatory authority and exchange having jurisdiction.

9.

AMENDMENT AND TERMINATION

9.1

Amendments to the Plan

(a)

The Board may from time to time, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such suspension, termination, amendment or revision will be made:

(i)

except in compliance with applicable law and with the prior approval, if required, of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company; and

(ii)

in the case of an amendment or revision, if it materially adversely affects the rights of any Participant or its Assignee, without the consent of the Participant or its Assignee.

(b)

If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.

(c)

The Board may from time to time, in its absolute discretion and without shareholder approval, make the following amendments to the Plan or any Option:

(i)

amend the date upon which an Option may expire, unless the amendment extends the Expiry Date of an Option held by an Insider;

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(ii)

amend the vesting provisions of the Plan and any Option Agreement;

(iii)

provide for a cashless exercise feature to an Option or the Plan;

(iv)

amend the Plan or an Option as necessary to comply with applicable law or the requirements of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company;

(v)

any amendment of a housekeeping nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;

(vi)

any amendment respecting the administration of the Plan; and

(vii)

any other amendment that does not require shareholder approval under subection .

(d)

Shareholder approval is required for the following amendments to the Plan:

(i)

any increase in the maximum number of Option Shares that may be issuable pursuant to Options granted under the Plan set out in subsection ;

(ii)

any reduction in the Option Price or extension of the Expiry Date of an Option held by an Insider;

(iii)

any change that would materially modify the eligibility requirements for participation in the Plan.

10.

COMPLIANCE WITH LEGISLATION

10.1

Approvals

The Plan is subject to the approval of:

(a)

any stock exchange on which the Companys Common Shares are listed for trading; and

(b)

approval by the shareholders of the Company at the next general meeting of shareholders.

Options may be granted under the Plan pending such receipt of such approvals, however no securities will be issued upon the exercise of any Options granted under the Plan until such approvals are obtained.



E-385



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10.2

Regulatory Compliance

The Plan, the grant and exercise of Options hereunder and the Companys obligation to sell and deliver Option Shares upon exercise of Options will be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required.  The Company will not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.  No Option will be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision will be void.  Option Shares issued and sold to Participants or their Assignees pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.  In particular, if Options are granted to any resident or citizen of the United States, the Board and the Company will use their best efforts to ensure that all matters pertaining to such Options will be made in compliance with applicable United States securities laws.

10.3

No Obligations to Issue Common Shares if Non-Compliance

The issue and sale of Option Shares pursuant to any Option granted under the Plan is specifically conditioned on such issue and sale being made in compliance with applicable securities laws, and the Company will have no obligation to issue or sell any Common Shares pursuant to the exercise of any Option unless the Board determines, in its sole discretion, that such issue and sale will be made in compliance with applicable securities laws.  The Company will be entitled to take such action as it deems necessary to restrict the transferability in the United States of any Option Shares acquired on exercise of any Option.

11.

MISCELLANEOUS

11.1

Other Compensation Arrangements

Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements, subject to any required Exchange or regulatory approval.

11.2

No Other Interests

Nothing contained in the Plan nor in any Option granted hereunder will be deemed to give any Participant any interest or title in or to any Common Shares of the Company or any rights as shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option.

11.3

No Fetter to Boards Discretion

The Plan does not give any Participant or any employee of the Company or any of its Subsidiaries the right or obligation to or to continue to serve as a director, officer or employee, as the case may be, of the Company or any of its Subsidiaries.  The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board.  The Plan will not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan.

E-386



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11.4

Right to Employment

Neither this Plan nor any of the provisions hereof will confer upon any Participant or its Assignee any right with respect to employment, engagement or appointment or continued employment, engagement or appointment with the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate such employment, engagement or appointment.

11.5

Related Rights and Other Benefit Plans

No Participant or its Assignee will have any of the rights of a shareholder of the Company with respect to any Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering) until such Option Shares have been issued to such Participant or its Assignee upon exercise of the Option and the Participant or its Assignee has made full payment to the Company. Participation in the Plan will not affect a persons eligibility to participate in any other benefit or incentive plan of the Company. The grant of any Option pursuant to this Plan will not obligate the Company to make any benefit available to any person under any other plan of the Company unless otherwise specifically provided for in such plan.

11.6

Income Taxes

As a condition of and prior to participation in the Plan, any Participant or its Assignee will, on request, authorize the Company in writing to withhold from any remuneration otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan.

11.7

Agreement of Participants and Assignees

Each grant of an Option under the Plan will be subject to the requirement that if at any time the Board determines that any agreement, undertaking or other action or co-operation on the part of an Participant or its Assignee, including in respect to a disposition of the Option Shares, is necessary or desirable as a condition of, or in connection with

(a)

the listing, registration or qualification of the Option Shares subject to the Plan upon any stock exchange or under the laws of any applicable jurisdiction, or

(b)

obtaining a consent or approval of any governmental or other regulatory body,

the exercise of such Option and the issue of Option Shares thereunder may be deferred in whole or in part by the Board until such time as the agreement, undertaking or other action or cooperation will have been obtained in a form and on terms acceptable to the Board.

11.8

Form of Notice

Any notice to be given to the Company pursuant to the provisions of this Plan will be addressed to the Company to the attention of its Chief Financial Officer at the Companys principal office, and any notice to be given to a Participant or its Assignee will be delivered personally or addressed to him, her or it at the address set out in the Option Agreement, or at such other address as such Participant or Assignee may thereafter designate in writing to the Company. Any such notice will be deemed duly given when made in writing and delivered to the Company or the Participant or Assignee, as the case may be, or if mailed, then on the fifth business day following the date of mailing such notice in a properly sealed envelope addressed as aforesaid, registered or certified mail, postage prepaid, in a post office or post office branch maintained in Canada.

E-387







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11.9

No Representation or Warranty

The Company makes no representation or warranty as to the future market value of the Common Shares or with respect to any income tax matters affecting the Participant or its Assignee resulting from the grant or exercise of an Option and/or transactions in the Option Shares. Neither the Company, nor any of its directors, officers or employees are liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity or other conditions and circumstances of the purchase or sale of Option Shares hereunder, with respect to any fluctuations in the market price of Common Shares or in any other manner related to the Plan.

11.10

Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company, then such provision will be deemed to be amended to the extent required to bring such provision into compliance therewith.

11.11

No Assignment

Except as provided in subsection , no Option will be assignable or transferable by the Participant and any purported assignment or transfer of an Option will be void and will render the Option void, provided that in the event of death of the Participant or its Assignee, the legal personal representative of such Participant or its Assignee may exercise the Option in accordance with subsection .

11.12

Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan will govern.

11.13

Governing Law

The laws of the Province of British Columbia will govern the Plan and each Option Agreement issued pursuant to the Plan.

11.14

Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver that time is to be of the essence.

11.15

Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Company and the Participants and their Assignees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

12.

EFFECTIVE DATE

The effective date of the Plan is July 14, 2009, subject to receipt of all approvals which the Company requires in connection with the implementation of the Plan.

Approved by the shareholders of the Company on July 14, 2009.

E-388



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SCHEDULE A

OROMIN EXPLORATIONS LTD.

OPTION AGREEMENT

This Option Agreement is entered into between Oromin Explorations Ltd. (the Company) and the Optionee named below pursuant to the Oromin Explorations Ltd. Stock Option Plan (the Plan), a copy of which has been provided to the Optionee (as defined below), and confirms that on the _____ day of _____________________, 20___, _____________________________________________________ (the Optionee) was granted the option (the Option) to purchase _________________________________ common shares in the capital of the Company (the Option Shares) for the price of $________________ per share, which shall be exercisable (Vested) in whole or in part in the amounts and on or after the dates set forth in the Vesting Table below, if applicable, and which Options will terminate on the _____ day of _____________________, 20___, on the terms and subject to the conditions set out in the Plan and the following additional conditions imposed by the Board:



|
|
|
|
|

Vesting Table (if applicable)

|                         |                      |           |        |                 |        
|------------------------ | -------------------- | --------- | ------ | --------------- | -------
|Number of Options        | Date of Vesting     
|________________________ | Options will vest on | the _____ | day of | ______________, | 20_____
|________________________ | Options will vest on | the _____ | day of | ______________, | 20_____
|________________________ | Options will vest on | the _____ | day of | ______________, | 20_____
|________________________ | Options will vest on | the _____ | day of | ______________, | 20_____
|________________________ | Options will vest on | the _____ | day of | ______________, | 20_____



For greater certainty, once Options have become Vested, they continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

IN WITNESS WHEREOFthe parties hereto have executed this Option Agreement as of the ____ day of _________________________, 20____.

|         |  |                         
|-------- |  | ------------------------
|         |  | OROMIN EXPLORATIONS LTD.
|         |  |                         
|OPTIONEE |  | Authorized Signatory    

E-389







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EXHIBIT 1

EXERCISE FORM

TO:

Oromin Explorations Ltd. (the Company)
  Suite 2000, Guiness Tower
  1055 West Hastings Street
  Vancouver, B.C.
  V6E 2E9

Attention:  Chief Financial Officer

________________________________, (the Optionee), the holder of ___________________ share purchase options of the Company (the Options), granted pursuant to an option agreement dated the ____, day of ___________________, 20____, (the Option Agreement) hereby subscribes for __________________________ common shares of the Company (the Subscribed Option Shares) according to the conditions set forth in the Option Agreement and in the Plan referred to therein, and herewith makes payment of the purchase price in full for the said number of Option Shares at the rate of $_________________ per share.  A certified cheque or bank draft in the amount of $_________________ is enclosed herewith for such payment.

In the event that the number of Subscribed Option Shares is less than the number of Option Shares (as defined in the Option Agreement), the Company will deliver to the Optionee, together with the share certificates representing the Subscribed Option Shares, the grid attached hereto as  showing the balance of the Option Shares which it is entitled to purchase pursuant to the Option Agreement.

The undersigned hereby directs that the Option Shares hereby subscribed for be issued and delivered as follows:

|     |  |        
|---- |  | -------
|NAME |  | ADDRESS
|     |  |        
|     |  |        
|     |  |        
|     |  |        



DATED at ____________________ this _____ day of ____________________, _______.





___________________________________________

Signature of Optionee



E-390



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APPENDIX 1

OROMIN EXPLORATIONS LTD.

STOCK OPTION EXERCISE GRID

Capitalized terms used herein have the meaning provided in the option agreement dated the ____ day of ___________________, 20___, (the Option Agreement) between Oromin Explorations Ltd. and ________________________________ (the Optionee).

Pursuant to the Option Agreement, the Optionee is entitled to purchase that number of Option Shares indicated in the table below.

|                     |                            |                                |      | 
|-------------------- | -------------------------- | ------------------------------ | ---- | 
|Option Shares Issued | Option Shares Available    | Initials of Authorized Officer | Date
|                     |                            | Vested                         |      | 
|                     | not Vested (if applicable)
|                     |                            | Vested                         |      | 
|                     | not Vested (if applicable)
|                     |                            | Vested                         |      | 
|                     | not Vested (if applicable)
|                     |                            | Vested                         |      | 
|                     | not Vested (if applicable)
|                     |                            | Vested                         |      | 
|                     | not Vested (if applicable)







E-391



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DATED 2008





OTTO ENERGY LIMITED

(ABN 56107555046)





and





OROMIN EXPLORATIONS LTD





and





IRIE ISLE LIMITED





and





CYNTHIA HOLDINGS LTD



and



EXPLORACIONES OROMIN S.A.















SANTA ROSA PROJECT

PARTICIPATION AGREEMENT







E-392



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2



TABLE OF CONTENTS



|    |                                                  |   
|--- | ------------------------------------------------ | --
|1.  | DEFINITIONS AND INTERPRETATION                   | 1 
|2.  | ISSUE OF INTEREST SHARES                         | 5 
|3.  | REDEMPTION OF IRIE PREFERENCE SHARES             | 6 
|4.  | APPLICATION OF PURCHASE PRICE                    | 7 
|5.  | COMPLETION                                       | 8 
|6.  | PAYMENT  OF PURCHASE PRICE AND REDEMPTION AMOUNT | 11
|7.  | FURTHER COMPLETION OBLIGATIONS                   | 13
|8.  | RESIDUAL LIABILITIES POST-COMPLETION             | 13
|9.  | CONDUCT PENDING COMPLETION                       | 15
|10. | CONDUCT DURING PRE JOA PERIOD                    | 17
|11. | REORGANISATION OF THE SANTA ROSA PROJECT         | 17
|12. | REORGANISATION COMPLETION                        | 18
|13. | WARRANTIES                                       | 20
|14. | INDEMNITIES                                      | 21
|15. | DISPUTE RESOLUTION                               | 21
|16. | CONFIDENTIALITY                                  | 21
|17. | FORCE MAJEURE                                    | 21
|18. | NOTICES                                          | 22
|19. | PARENT COMPANY GUARANTEE                         | 23
|20. | COSTS AND STAMP DUTY                             | 23
|21. | GENERAL                                          | 23





E-393



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EXECUTION VERSION





PARTICIPATION AGREEMENT



This Agreement is made to be effective as of and from the 23rd day of December 2008.



BETWEEN:



(1)

OTTO ENERGY LIMITED(ABN 56 107 555 046) of 32 Delhi Street, West Perth, Australia, 6005 (Otto);

(2)

OROMIN EXPLORATIONS LTDof Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9 (Oromin);

(3)

IRIE ISLE LIMITEDa company incorporated under the laws of the British Virgin Islands of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (Irie);

(4)

CYNTHIA HOLDINGS LTD a company incorporated under the laws of the British Virgin Islands of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (Cynthia);
   and

(5)

EXPLORACIONES OROMIN S.A.a company incorporated under the laws of the Republic of Argentina c/o Torre Pulisich, Rivadavia No. 42, 1 Piso Of. 1, Diudad (M550GHB), Mendoza, Argentina
   and c/o
  Bouzat, Rosenkrantz & Asociados, Avenida Santa Fe 1193, 3rd Floor 11, Cuidad Autonoma de Buenos Aires, Argentina
   (
  EO
   ).

RECITALS:



(A)

EO holds the Contract.

(B)

EO is a subsidiary of Cynthia.

(C)

Cynthia is a subsidiary of Irie.

(D)

Irie is a wholly owned subsidiary of Oromin.

(E)

Oromin has agreed to 
   procure the issue of
  the Interest Shares to Otto, and the redemption of the Irie Preference Shares to Irie, on the terms and conditions of this Agreement.

THE PARTIES AGREEas follows:



1.

DEFINITIONS AND INTERPRETATION

1.1

Unless otherwise stated, defined terms in the JOA have the same meaning when used in this Agreement.

1.2

In addition, in this Agreement, unless the context otherwise requires:

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4



Accountsmeans the audited and approved balance sheets of EO as at February 29, 2008and the audited and approved profit and loss statement and statement of cash flows of EO for the financial year ended on the February 29, 2008, together with the notes to those accounts. A true copy of 
   each of these documents appears in
  Annexure E;

AFIP
   is the Federal Administration of Public Income in Argentina;

AFIP Issue
   means the issue described in Annexure H;

Agreement
   means this agreement and all schedules and annexures to it;

Authorised Shares means the total authorised (but not issued) Common Share capital of Cynthia;

Business Day
   means a day on which the banks in Perth, Western Australia, Vancouver, Canada and Mendoza, Argentina
  
    are customarily open for business;

CAD means Canadian dollars;

Central Bank Notice Issue
   means the issue described in Annexure H;

Completionmeans
   completion of the issue of the Interest Shares and redemption of the Irie Preference Shares which must occur on the date and time specified in clause 5.1;

Common
  Sharemeans a fully paid common share in the capital of Cynthia, as defined in Article 7 of the Memorandum of Association of Cynthia as amended by resolution dated 7 June 2002 and filed at the Registry of Companies British Virgin Islands on 7 June 2002;

Contractmeans the
   exploration permit,
  a copy of which is appended to this Agreement as Annexure F
   ,
  for exploration block CC and B-9 (Cuenca Cuyana y Bolsones 9) Santa Rosa located in the Province of Mendoza and approved by the Governor of the Province of Mendoza in agreement with the Ministries on 30 April 2008 and gazetted in the Official Bulletin of the Province of Mendoza on 2 May 2008;

Cynthia Documents are defined in Annexure A;

Cynthia/EO Operating Agreement
   means
  
   the agreement of that name attached to this Agreement as Annexure D;

Cynthia M&A
   means
  the Memorandum and Articles of Association of Cynthia;

EMEPA Agreementmeans the Technical and Operational Assistance Agreement between EO and EMEPA S.A., a company incorporated in the Argentine Republic, dated 11 April 2008;

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5



Encumbrancemeans any royalty, lien, mortgage, charge, pledge, caveat, contract, security interest, title retention, preferential right or trust arrangement and any other security arrangement or agreement of any kind or which arises in any way and any right of first refusal, option to purchase, lease pre-emptive right or any other right or interest of any third party or any defect or irregularity of title or any obligation or liability to any third party;

EO M&Ameans the Memorandum and Articles of Association of EO;

Escrow Deed
   means the escrow deed between Cynthia, Irie, Otto and Minter Ellison dated on or about the date of this Agreement;

Exploitation Concession
   has the meaning given to that expression in the Contract approval issued by the Government of Mendoza Ministry of Infrastructure, Housing and Transportation dated 30 April 2008;

GICmeans the General Inspection of Corporations;

Haimila Royaltymeans the royalty payable to Dr Norman Haimila 
   for Aurora Projects International 
  with respect to the Contract pursuant to the agreement dated May 11, 2000 
   between Dr Norman E Haimila for Aurora Projects International and Idziszek for Minetech Group, 
  a copy of which is appended to this Agreement as Annexure E;

Idziszek means Chet Idziszek or Chester Idziszek, businessman, of Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9;

Interest Shares means the whole of the legal and beneficial right, title and interest in583.223 Common Shares, being 32.48% of the total issued Common Share capital of Cynthia;

Irie Documents are defined in Annexure A;

Irie Preference Shares
   means the Preference Shares to be redeemed by Irie at Completion as calculated in clause 3.3;

JOA or Joint Operating Agreement means the agreement of that name attached to this Agreement as Annexure B;

Material Amountmeans US$50,000;

Minter Ellisonmeans Minter Ellison lawyers of Level 49, Central Park, 152-158 St George's Terrace, Perth, Western Australia 6000;

Otto Deedmeansthe agreement of that name as set out in the JOA;

Otto Documentsare defined in Annexure A;

Otto Subsidiary means an Argentinean corporation that is a subsidiary of Otto;

E-396

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6



Party means Otto, Irie, Cynthia, Oromin and EO or any or some of them as the context requires;

Pre JOA Period is defined in Clause 10.1;

Preference
  Sharemeans a fully paid preference share in the capital of Cynthia, as defined in Article 7 of the Memorandum of Association of Cynthia as amended by resolution dated 7 June 2002 and filed at the Registry of Companies British Virgin Islands on 7 June 2002;

Purchase Price is defined in clause 2.1;

Redemption Amount is defined in clause 3.1;

Related Corporationmeans a company that 
   Controls
  or is 
   Controlled
  by a Party;

Reorganisation is defined in clause 11.1;

Reorganisation
   Completion
   means the completion of the transaction described in clauses 11 and 12 which must occur at 11am (Vancouver time) on the Reorganisation Date;

Reorganisation
   Costs
   is defined in clause 12.7;

Reorganisation Date means the date
   which is fifteen (15) Business Days after the Reorganisation Notice Date (unless the Parties agree an alternate date and time in writing);

Reorganisation
   Invoices
   is defined in clause 12.7(a);

Reorganisation Notice Dateis defined in clause 11.3;

Santa Rosa Project means the exploration and associated activities and, if a Commercial Discovery is made, exploitation activities under an Exploitation Concession, on the Contract;

Shareholders Agreement
   means the agreement of that name attached to this Agreement as Annexure C;

Surgemeans Surge Global Energy Inc, a company incorporated under the laws of the State of Delaware having an office at Suite 400, 1222 EI Camino Road, San Diego, California, USA 92130;

Surge Agreementmeans the Agreement of Purchase and Sale between Surge, Oromin, Irie, Cynthia and EO dated 28 February 2005; and

Surge Transfer Agreement means the Purchase and Sale Agreement between Surge, Oromin, Irie, Cynthia and Idziszek dated 11 March 2008.

USD means United States dollars.

E-397

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7



1.3

In this Agreement, unless the context otherwise requires:

(a)

the table of contents and headings are for ease of reference only and do not affect the interpretation of this Agreement;

(b)

a reference to any legislation includes regulations, rules, bylaws and orders made under and any amendment, re-enactment, variation or extension of that legislation;

(c)

a reference to an agreement, deed, instrument or other document includes a reference to that agreement, deed, instrument or document as amended, supplemented, novated or replaced from time to time;

(d)

words denoting the singular include the plural and vice versa, words denoting gender include each other gender and a reference to a person includes a body corporate;

(e)

a reference to a Party includes that Partys executors, administrators, successors, substitutes and permitted assigns; and

(f)

where a word or expression is given a particular meaning, another part of speech or grammatical form of that word or expression has a corresponding meaning.

2.

ISSUE OF INTEREST SHARES

2.1

On the terms set out in this Agreement:

(a)

Cynthia 
   agrees
  to issue
   to 
  Otto 
   and Otto agrees
  to subscribe for, the Interest Shares together with all benefits, rights and entitlements accruing or attaching to the Interest Shares free from all Encumbrances, for a subscription price of USD2,400.45 per share; and

(b)

Cynthia agrees that if Cynthia issues any Authorised Shares in addition to those issued pursuant to clause 2.1(a), the whole of the legal and beneficial right, title and interest in 32.48% of any such Authorised Shares must be issued to Otto,

in consideration for Otto paying USD1,400,000 (
  Purchase Price
   ).

2.2

The Interest Shares will be issued from the 10,000 Common Shares which are authorised as at the date of execution of this Agreement.

2.3

The Purchase Price must be paid to Cynthia on Completion as set out in clauses 5 and 6.

2.4

Irie and Otto must execute the Shareholders Agreement on or before Completion, and from Completion Irie and Otto will be shareholders of Cynthia in the portions as set out in this Agreement.

E-398

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8



2.5

If Otto does not pay the Purchase Price in accordance with clause 6 then:

(a)

all rights of Otto to acquire the Interest Shares and Otto's rights in relation to the Authorised Shares shall cease.
   The Parties acknowledge and agree that the cessation of these rights will be Oromin, Cynthia, Irie and EO's only remedy against Otto
  ;

(b)

this Agreement shall terminate and the Parties shall be released of any further obligations to each other except as provided in clause
   2.5
  (c);
   and

(c)

clause 16
  shall continue to apply and shall survive the termination of this Agreement
   .

3.

REDEMPTION OF IRIE PREFERENCE SHARES

3.1

On the terms set out in this Agreement:

(a)

Irie must sell to Cynthia the Irie Preference Shares as calculated in clause 3.3, together with all benefits, rights and entitlements accruing or attaching to the Irie Preference Shares free from all Encumbrances; and

(b)

Cynthia must buy-back the Irie Preference Shares as calculated in clause 3.3,

in consideration for Cynthia paying Irie USD1,400,000 (
  Redemption Amount
   ).

3.2

The Redemption Amount must be paid to Irie on Completion as set out in clauses 5 and 6.

3.3

The number of Irie Preference Shares to be bought back by Cynthia is calculated as follows:

|                         |                                                                   
|------------------------ | ------------------------------------------------------------------
|Irie Preference Shares = | Redemption Amount in CAD
      Par Value per Irie Preference Share

where:

(a)

"
  Redemption Amount in CAD
   " is the Redemption Amount in CAD, calculated as the average of the USD/CAD exchange rate as published by the
  Reserve Bank of Australia over the 30 Business Days preceding Completion; and

(b)

"
  Par Value per Irie Preference Share
   " is CAD100.

3.4

Irie acknowledges and agrees that it must not sell any Preferences Shares to Cynthia in addition to the Irie Preference Shares:

E-399

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9



(a)

from the date of execution of this Agreement until and including Completion; and

(b)

from Completion while the Shareholders Agreement is in effect.

4.

APPLICATION OF PURCHASE PRICE

4.1

Otto acknowledges and agrees that Cynthia will use the Purchase Price to pay the Redemption Amount to Irie in accordance with clauses 5 and 6.

4.2

Irie, Cynthia, EO and Oromin
   :

(a)

consent to Otto
   paying the Purchase Price in accordance with clause 6;

(b)

consent to Cynthia
   paying the Redemption Amount in accordance with clause 6;

(c)

will not do anything which may prevent Otto or Cynthia respectively from
   making such payments; and

(d)

must, or must ensure Irie must, use the Redemption Amount exclusively to:

(i)

reimburse:

(A)

Irie for all expenditures incurred by Irie (if any);

(B)

EO for all expenditures incurred by EO (if any);

(C)

Oromin for all expenditures incurred by Oromin (if any),

directly
   in relation to the Contract
  from 2 May 2008 (being the date the Contract was gazetted) to Completion; and

(ii)

if any portion of the Redemption Amount remains after it is applied as set in out in clause 4.2(d)(i), from Completion fund all financial obligations of EO in respect of the Contract until the Redemption Amount is fully expended.

For the avoidance of doubt, after the Redemption Amount is fully expended, Otto and Irie must contribute to the funding of the Santa Rosa Project in accordance with the Shareholders Agreement.





E-400

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10



4.3

If requested to do so by Otto in writing, Irie, EO and/or Oromin (as applicable) must provide documentation to Otto evidencing the amounts incurred by Irie, EO and/or Oromin in relation to the Contract for which Irie, EO and/or Oromin (as applicable) have been reimbursed out of the Redemption Amount pursuant to clause 4.2(d)(i), or EO has paid pursuant to clause 4.2(d)(ii). Irie, EO and/or Oromin (as applicable) must provide this documentation to Otto within 5 Business Days of receipt of Otto's request under this clause.

5.

COMPLETION

5.1

Completion must occur
  on 14 January 2009 prior to 4pm (Perth, Western Australia time),
   unless the Parties agree an alternate date and time in writing or Completion is delayed in accordance with this clause 5
  .

5.2

The obligation of Cynthia at Completion is to issue to Otto the Interest Shares, free of Encumbrances. Accordingly, and without limitation, 
   Cynthia prior to Completion must obtain the consent of the directors and/or shareholders of Cynthia (as required under Cynthia M&A) to the issue of the Interest Shares to Otto, and Cynthia
  must deliver or cause to be delivered to Otto the Cynthia Documents at Completion in accordance with the procedure set out in clauses 5 and 6.

5.3

The obligation of Irie at Completion is to redeem the Preference Shares. Accordingly, and without limitation,
   Irie prior to Completion must obtain the consent of the directors and/or shareholders of Irie and/or Cynthia (as required) to the issue of the Interest Shares to Otto, and Irie
  must deliver or cause to be delivered to Otto the Irie Documents at Completion in accordance with the procedure set out in clauses 5 and 6.

5.4

Immediately after receipt of the Cynthia Documents and Irie Documents at Completion, Otto must deliver or cause to be delivered the Otto Documents to Cynthia in accordance with the procedure set out in clauses 5 and 6.

5.5

In order to facilitate Completion, the Parties agree  that:

(a)

Cynthia must email draft copies of the Cynthia Documents to Otto at the following email address: king@ottoenergy.com;

(b)

Irie must email draft copies of the Irie Documents to Otto at the following email address: king@ottoenergy.com; and

(c)

Otto must email draft copies of the Otto Documents  to Irie at the following email address: JStewart@mine-tech.com,

as soon as possible but prior to the date in clause 5.6 after execution of this Agreement. Each Party (Receiving Party) must review the documents provided by the other Party (Sending Party) and must immediately inform the Sending Party of any deficiencies in the documents provided by the Sending Party. The Sending Party must immediately rectify any such deficiencies in the

E-401

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11



documents provided by the Sending Party. If the Sending Party disagrees with the Receiving Party regarding whether any document provided is satisfactory, the Receiving Party and the Sending Party must negotiate reasonably and in good faith to resolve the issue as soon as possible.

5.6

At least 2 Business Days prior to Completion:

(a)

Cynthia must deliver or cause to be delivered final executed copies of the Cynthia Documents to Minter Ellison to be held in escrow;

(b)

Irie must deliver or cause to be delivered final executed copies of the Irie Documents to Minter Ellison to be held in escrow; and

(c)

Otto must deliver or cause to be delivered final executed copies of the Otto Documents to Minter Ellison to be held in escrow,

to the offices of Minter Ellison at the following address:

Level 49, Central Park

152-158 St George's Terrace

PERTH  Western Australia  6000,

and such documents will be held by Minter Ellison until release in accordance with clauses 5.8 to 5.11 and the Escrow Deed.

5.7

Cynthia, Irie and Otto must each:

(a)

execute the Escrow Deed immediately after execution of this Agreement; and

(b)

fax Minter Ellison a copy of the executed Escrow Deed on +61 8 9429 7666 marked "Attention: Otto Energy Ltd", and promptly provide Minter Ellison with an executed original
  .

5.8

Immediately after receipt of the Cynthia Documents and Irie Documents, Minter Ellison will provide copies of the Cynthia Documents and the Irie Documents to Otto for Otto to inspect. Otto must inspect the copies of the Cynthia Documents and the Irie Documents and determine whether any Cynthia Document and/or Irie Document is incomplete, inaccurate or unsatisfactory.

5.9

If Otto, acting reasonably, determines that any Cynthia Document and/or Irie Document is incomplete, inaccurate and/or unsatisfactory:

(a)

in the case of an incomplete, inaccurate and/or unsatisfactory Cynthia Document:

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12



(i)

Otto must immediately notify Cynthia in writing, setting out the details of why such Cynthia Document is incomplete, inaccurate or unsatisfactory, and how it must be rectified or which additional documents must be provided;

(ii)

subject only to clauses 5.9(a)(iii) and (iv), Cynthia must immediately rectify the deficiency and immediately deliver or cause to be delivered to Minter Ellison rectified a rectified copy of any such incomplete, inaccurate or unsatisfactory Cynthia Document. Each such rectified Cynthia Document must then be subject to the process as set out in clauses 5.8 and 5.9(a);

(iii)

if Cynthia, acting reasonably, disagrees with Otto regarding whether any Cynthia Document is complete, accurate and/or satisfactory, Cynthia must immediately notify Otto in writing, setting out details of why such Cynthia Document is complete, accurate and satisfactory;

(iv)

if Otto disagrees with Cynthia's view as expressed in the written notice under clause 5.9(a)(iii); Otto and Cynthia must negotiate reasonably and in good faith to resolve the issue immediately; and

(b)

in the case of an incomplete, inaccurate and/or unsatisfactory Irie Document:

(i)

Otto must immediately notify Irie in writing, setting out the details of why such Irie Document is incomplete, inaccurate or unsatisfactory, and how it must be rectified;

(ii)

subject only to clause 5.9(b)(iii) and (iv), Irie must immediately rectify the deficiency and immediately deliver or cause to be delivered to Minter Ellison rectified a rectified copy of any such incomplete, inaccurate or unsatisfactory Irie Document. Each such rectified Irie Document must then be subject to the process as set out in clauses 5.8 and 5.9(b);

(iii)

if Irie, acting reasonably, disagrees with Otto regarding whether any Irie Document is complete, accurate and/or satisfactory, Irie must immediately notify Otto in writing, setting out details of why such Irie Document is complete, accurate and satisfactory;

(iv)

if Otto disagrees with Irie's view as expressed in the written notice under clause 5.9(b)(iii), Otto and Irie must negotiate reasonably and in good faith to resolve the issue immediately.



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13



5.10

If:

(a)

Otto determines in accordance with clause 5.9 that any Cynthia Document and/or Irie Document is incomplete, inaccurate and/or unsatisfactory; and

(b)

any such Cynthia Document and Irie Document is not rectified in accordance with clause 5.9 (or any disagreement between Cynthia and Otto described under clause 5.9(a)(iv) is not resolved to the satisfaction of Cynthia and Otto, or any disagreement between Irie and Otto described under clause 5.9(b)(iv) is not resolved to the satisfaction of Irie and Otto), before Completion,

Completion must be delayed and may only take place 2 Business Days after Minter Ellison receives all complete, accurate and satisfactory Cynthia Documents from Cynthia and Irie Documents from Irie, to the satisfaction of Otto or Otto, by written notice to Cynthia and Irie, waives this requirement.
  If Otto does not notify:

(c)

Cynthia in writing
   prior to Completion
  that Otto considers that the Cynthia Documents
   are incomplete, inaccurate or unsatisfactory, at Completion; and

(d)

Irie in writing
   prior to Completion
  that Otto considers that the Irie Documents
   are incomplete, inaccurate or unsatisfactory, at Completion,

Otto will
  be deemed to be prepared to accept the Cynthia Documents and the Irie Documents, and Completion will proceed in accordance with clauses 5 and 6.

5.11

Minter Ellison will hold:

(a)

the Cynthia Documents in escrow for Cynthia;

(b)

the Irie Documents in escrow for Irie; and

(c)

the Otto Documents in escrow for Otto,

until the Purchase Price and the Redemption Amount have been paid.

5.12

In respect of Completion:

(a)

the obligations of the Parties under this Agreement are interdependent; and

(b)

all actions required to be performed are taken to have occurred simultaneously
  on the date of Completion.

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14



6.

PAYMENT OF PURCHASE PRICE AND REDEMPTION AMOUNT

6.1

Provided that Otto is satisfied that it has received complete, accurate and satisfactory Cynthia Documents and Irie Documents in accordance with clause 5, at Completion Otto must pay the Purchase Price to Cynthia by telegraphic transfer in cleared funds to the following bank account (unless another bank account is otherwise notified in writing to Otto by Cynthia):

Account Name:

Cynthia Holdings Ltd
  2000-1055 West Hastings Street

Vancouver, B. C.

V6E 2E9

Bank:

Bank of America NT & SA

New York, N. Y.

ABA: 026 009 593

Swift: BOFAUS3N







Beneficiary Bank:



Canadian Imperial Bank of Commerce



400 Burrard Street



Vancouver, B. C.  V6C 3A6



Attn: Renata Indjic, or Dale Funke



Account Number:

05-90916 (US Acct.)

Attn: Renata Indjic, or Dale Funke

Bank # 010

Transit # 00010

Swift Address: CIBCCATT



and Otto must immediately provide evidence of such payment to Cynthia and Minter Ellison.

6.2

Immediately upon receipt by Cynthia of the Purchase Price from Otto, at Completion Cynthia must pay the Redemption Amount to Irie by telegraphic transfer in cleared funds to the following bank account (unless another bank account is otherwise notified in writing to Cynthia by Irie):

Account Name:

Irie Isle Limited

2000-1055 West Hastings Street

Vancouver, B. C.

V6E 2E9

Bank:

Bank of America NT & SA

New York, N. Y.

ABA: 026 009 593

Swift: BOFAUS3N

E-405



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15



Beneficiary Bank:

Canadian Imperial Bank of Commerce

400 Burrard Street

Vancouver, B. C.  V6C 3A6

Attn: Renata Indjic, or Dale Funke



Account Number:

05-91017 (US Acct.),

Attn: Renata Indjic, or Dale Funke
  Bank # 010
  Transit # 00010
  Swift Address: CIBCCATT

and Cynthia must immediately provide evidence of such payment to Irie, Otto and Minter Ellison.

6.3

Only upon receipt from Otto of evidence that the Purchase Price has been paid in accordance with this Agreement and receipt from Cynthia that the Redemption Amount has been paid in accordance with this Agreement, Minter Ellison will immediately deliver or cause to be delivered:

(a)

the Cynthia Documents and the Irie Documents to Otto; and

(b)

the Otto Documents to Cynthia.

6.4

If Minter Ellison does not receive evidence that the Purchase Price has been paid from Otto and the Redemption Amount has been paid from Cynthia, Minter Ellison will continue to hold the Cynthia Documents, Irie Documents and Otto Documents in escrow until instructed in writing by Otto, Cynthia and Irie as to how to dispose of them.

6.5

Cynthia must provide Otto with a receipt of payment of the Purchase Price by facsimile on the date of Completion, and provide Otto with the original receipt promptly but within 5 Business Days of Completion.

6.6

Irie must provide Cynthia and Otto with a receipt of payment of the Redemption Amount by facsimile on the date of Completion, and provide Cynthia with the original receipt promptly but within 5 Business Days of Completion.

7.

FURTHER COMPLETION OBLIGATIONS

7.1

If any act, matter or thing which ought to have been done or document which ought to have been executed or delivered at Completion of the issue by Cynthia of the Interest Shares (or of the redemption by Cynthia of the Irie Preference Shares), is found not to have been done or executed and delivered each Party must, upon request by the other Party after such Completion immediately do or cause to be done that act, matter or thing or execute and deliver or cause to be executed and delivered that document.

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16



7.2

If any act, matter or thing is required to be done or any document is required to be executed or provided to Otto to more satisfactorily transfer possession or ownership of the Interest Shares to Otto then Cynthia must, upon request by Otto after Completion immediately do or cause to be done that act, matter or thing or execute and deliver or cause to be executed and delivered that document.

7.3

Any obligation of Otto, Cynthia or Irie under clauses 5 or 6 which is not wholly performed at or before Completion shall survive and not merge upon such Completion if such Completion (notwithstanding non-performance) occurs.

8.

RESIDUAL LIABILITIES POST-COMPLETION

8.1

The Parties acknowledge and agree that liabilities may arise in relation to the AFIP Issue, including without limitation that AFIP may request EO to pay any or all of the "Assumed/Estimated Minimum Income Tax" for fiscal years 2000, 2001, 2002, 2004, 2005, 2006 and 2007. If this occurs:

(a)

EO must pay any amount payable to AFIP or any other third party (including any late penalties, legal fees or the fees of any other advisers, or any government charges incurred in respect of such liability or any expense incurred in complying with clause 8.1(c)) as soon as possible but at the latest within the time specified by AFIP or the relevant third party;

(b)

it is the sole responsibility of Irie and/or Oromin to reimburse EO for any amounts paid under clause 8.1(a). For the avoidance of doubt the Redemption Amount applied under clause 4.2(d) cannot be used to reimburse EO for such payments;

(c)

EO must ensure any inflow of foreign funds into EO for reimbursements under this clause 8.1 must be conducted in accordance with Argentinean Central Bank regulations and preserving Otto's rights under all the agreements executed by the Parties including without but not limited to the Shareholders Agreement.

8.2

The Parties acknowledge and agree that liabilities may arise in relation to the Central Bank Notice Issue including that the Argentine Central Bank may require a non-remunerated mandatory deposit of US$70,000 to be made by EO. If this occurs:

(a)

EO must pay any amount payable to the Argentine Central Bank or any other third party (including any late penalties, legal fees or the fees of any other advisers, any government charges incurred in respect of such liability or any expense incurred in complying with clause 8.2(c)) as soon as possible but at the latest within the time specified by the Argentine Central Bank or the relevant third party;

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17



(b)

it is the sole responsibility of Irie and/or Oromin to reimburse EO for any amounts paid under clause 8.2(a). For the avoidance of doubt the Redemption Amount applied under clause 4.2(d) cannot be used to reimburse EO for such payments; and

(c)

EO must ensure any inflow of foreign funds into EO for reimbursements under this clause 8.2 must be conducted in accordance with Argentinean Central Bank regulations and preserving Otto's rights under all the agreements executed by the Parties including without limitation the Shareholders Agreement.

8.3

The Parties acknowledge and agree that liabilities may arise in relation to the failure of Cynthia, prior to Completion, to keep the register of directors (or a copy thereof) at the registered office of Cynthia, to keep a "Register of Charges" as referred to in clause 9.5 and/or to lodge Idziszek's personal details with the relevant registry in the British Virgin Islands. If this occurs:

(a)

Cynthia must pay any amount payable in respect of such liability (including any late penalties, legal fees or the fees of any other advisers, or any government charges incurred in respect of such liability) as soon as possible but at the latest within the time required by any Government authority; and

(b)

it is the sole responsibility of Irie and/or Oromin to reimburse Cynthia for any amounts paid under clause 8.3(a). For the avoidance of doubt the Redemption Amount applied under clause 4.2(d) cannot be used to reimburse Cynthia for such payments.

9.

CONDUCT PENDING COMPLETION

9.1

In consideration of the rights and obligations of each of the Parties in entering into this Agreement, from
  the date of this Agreement until 
   Completion
  :

(a)

Cynthia and EO shall (and Irie shall cause
  Cynthia and EO to):

(i)

manage and conduct the Santa Rosa Project as a going concern with all due care and in accordance with normal and prudent practice (having regard to the nature of the Santa Rosa Project and the past conduct of the Santa Rosa Project);

(ii)

use best endeavours to maintain the profitability and value of the Santa Rosa Project; and

(iii)

use 
   reasonable commercial
  efforts to comply with all applicable laws;

(b)

Irie, Cynthia and EO shall not (and, if applicable, Irie shall ensure
  that Cynthia and EO do not
   )
  , without the prior written consent of Otto and the authorisations required by Laws/Regulations or by the Contract (if applicable), do or permit any of the following 
   to be done (other than as permitted at Completion in respect of clauses 9.1(b)(v) and (vi) and (xi) in accordance with this Agreement)
  :

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18



(i)

create any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other Encumbrance over the whole or any part of the Contract to secure an amount
   , which separately and in aggregate, is
  in excess of the Material Amount;

(ii)

borrow any sum in an amount
   in excess of the Material Amount or which would result in EO's total sums borrowed being
  in excess of the Material Amount;

(iii)

give any guarantee, letter of comfort or indemnity to secure or assure the liabilities or obligations of any person;

(iv)

sell, transfer, lease, assign or otherwise dispose of a part or the whole of the Contract (or any interest therein), or contract so to do;

(v)

in the case of each of Cynthia and EO only, 
  issue any shares;

(vi)

in the case of Irie only, sell, transfer, lease, assign, redeem or otherwise dispose of any of the Common Shares or Preference Shares;

(vii)

in the case of Cynthia only, sell, transfer, lease, assign, redeem or otherwise dispose of any of Cynthia's shares in EO;

(viii)

in the case of Cynthia and Irie only, 
  grant any options over the Interest Shares, 
   or any of the share capital of Cynthia;

(ix)

in the case of Cynthia and EO only, grant any options over any of the share capital of EO;

(x)

consolidate, sub-divide or convert any of the respective share capital of Cynthia 
   (in the case of Irie or Cynthia) or EO (in the case of Cynthia or EO)
  or in any way alter the rights attaching thereto;

(xi)

conduct the Santa Rosa Project other than as it has been conducted prior to the date of this Agreement
   ;

(xii)

in the case of each of Irie or Cynthia, convert
  all or any of 
   their respective
  shares
   in Cynthia or EO
  into a larger or smaller number of shares;

(xiii)

dispose, or agree to dispose, of the whole, or a substantial part, of its business or property;

(xiv)

charge, or agree to charge, the whole, or a substantial part, of its business or property;

(xv)

resolve to be wound up;

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19



(xvi)

have a liquidator or provisional liquidator appointed;

(xvii)

have a court make an order for the winding up of Cynthia or EO; or

(xviii)

have a receiver, or a receiver and manager appointed in relation to the whole, or a substantial part, of their property,

where a reference to "shares" or any type of shares or share capital in this clause includes all shares in the relevant entity, whether issued or not.

9.2

Until
   Completion
  , Otto and its representatives may attend at the Santa Rosa Project or the premises from which the Santa Rosa Project is being conducted to:

(a)

observe the conduct of the Santa Rosa Project and the operations of Cynthia and EO;

(b)

examine and, if desired, copy any of the records, property and affairs of Cynthia and EO; and

(c)

consult the accountant of Cynthia and EO and any employees concerning the Santa Rosa Project and the operations and affairs of Cynthia and EO.

9.3

Where an event or omission occurs which has or may have a material effect on the profitability or value of Cynthia, EO, the Santa Rosa Project, or the Interest Shares, Irie, Cynthia and EO will immediately upon any of them becoming aware of that event give notice to Otto fully describing the event.

9.4

The Parties acknowledge
  that 
   clauses
  9.1 to 9.3 are fundamental to the Agreement and, without limitation to any of its other rights, Otto may terminate this Agreement by notice in writing to 
   any of 
  Irie
   , Cynthia or EO
  if there is any breach of the terms of 
   clauses 9.1 to 9.3 by any of Irie, Cynthia and/or EO respectively. This clause
  does not limit the fundamental nature of any other terms of this Agreement.

9.5

Within 30 Days from the date of this Agreement, Cynthia will establish a "Register of Charges" setting out all charges, mortgages and other Encumbrances over the shares and assets of Cynthia which register will comply with the requirements of s162 of the Business Companies Act 2004 (BVI), and promptly provide Otto with a copy of this Register of Charges.

10.

CONDUCT DURING PRE JOA PERIOD

10.1

During the period commencing on the
   date of 
  Completion and ending on the Reorganisation Date (the Pre JOA Period) the rights and obligations of the Parties and the conduct of operations on the Contract by EO shall be governed by and conducted in accordance with the
   Shareholders Agreement and the Cynthia/EO Operating Agreement.

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20



10.2

The Parties acknowledge that:

(a)

subject to clauses 10.2(b) and (c), Otto and Irie will be severally liable for payment of the Haimila Royalty in amounts proportional to the percentage interest held respectively by (as applicable):

(i)

Otto and Irie in Cynthia; or

(ii)

the Otto Subsidiary and EO in the
  Contract
   ;

(b)

in the event that at any time Oromin acquires a part or whole of the interest in the Haimila Royalty from Dr Norman Haimila for Aurora Projects International, Otto's obligation to pay its proportionate amount of such relevant part of or all of the Haimila Royalty will terminate immediately; and

(c)

in the event that Otto acquires a part or whole of the interest in the Haimila Royalty from Dr Norman Haimila for Aurora Projects International at any time, Oromin's obligation to pay its proportionate amount of such relevant part of or all of the Haimila Royalty will terminate immediately.

11.

REORGANISATION OF THE SANTA ROSA PROJECT

11.1

The Parties agree that, provided:

(a)

it is legally possible under Argentinean law to do so; and

(b)

Otto
  is not then in default of its obligations under this Agreement
   and/or the Shareholders Agreement ,

Otto may,
   but is under no obligation to,
  during the Pre JOA Period and at any time after Completion, give written notice to Irie, EO and Cynthia that Otto has elected to take a direct interest in the Contract (Reorganisation).

11.2

After receipt of the notice
  pursuant to clause 11.1, the Parties must
   use best endeavours to procure the following
  :

(a)

EO, Otto and/or the Otto Subsidiary (as applicable)
  must obtain all approvals required
   in order for EO to transfer to the Otto Subsidiary, and for Otto Subsidiary to hold, a direct percentage interest in the
  Contract
   , including, if necessary, obtaining qualification of Otto as a foreign corporation before the GIC and any ancilliary registrations with applicable tax authorities; and

(b)

Otto, Cynthia, Irie and/or Oromin must obtain all approvals required under British Virgin Island Laws/Regulations to the transfer of the Interest Shares to Irie.  The Parties agree that Otto may elect for Reorganisation to proceed by the buy-back of the Interest Shares by Cynthia rather than transfer of Interest Shares to Irie, in which case clauses 11 and 12 apply
  mutatis mutandis
   .

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21



For the avoidance of doubt, nothing in this clause
   11.2 obliges EO to continue with Reorganisation if EO is required to accept a revised
  Contract
   which contains terms which are  less favourable than terms of the
  Contract
   which is in existence immediately prior to Reorganisation being initiated.

11.3

Immediately upon procuring each approval in clause 11.2, the relevant Party must furnish to each other Party documents evidencing that such approval has been
  procured.
   Immediately after the last of these approvals have been obtained, Otto must provide notice in writing to Irie, with a copy to Oromin, that the Reorganisation Completion will proceed (
  Reorganisation Notice Date
   ).

12.

REORGANISATION COMPLETION

12.1

Reorganisation
   Completion
  
   must occur at
  the offices of Oromin at Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9
   .

12.2

EO and Otto must execute the Joint Operating Agreement on or before Reorganisation Completion, and
  the Joint Operating Agreement must take effect from the Reorganisation Completion.

12.3

The obligation of EO at Reorganisation
   Completion
  is to transfer to Otto (or its nominee) good title to a direct percentage interest in the Contract equivalent to the percentage interest held by Otto in Cynthia at the time of the Reorganisation in consideration for Otto paying EO US$1. Accordingly, and without limitation,
   EO
  must deliver or cause to be delivered to Otto
   at Reorganisation Completion:

(a)

the authorization of the transfer by the relevant enforcing authority;

(b)

the
   resolution of the EO Board granting the
  Contract
   in favour of EO and Otto Subsidiary;

(c)

all other documents
  required to assign the percentage interest in the Contract, executed as necessary, including any such documents reasonably requested by Otto to EO in writing prior to Reorganisation Completion;

(d)

a tax
  invoice
   for US$1; and

(e)

US$1 paid pursuant to 12.4.

12.4

The obligation of Otto at Reorganisation
   Completion
  is to transfer to Irie good title to the Interest Shares in consideration for Irie paying Otto US$1. Accordingly, and without limitation,
   Cynthia must obtain the consent of the directors and/or shareholders of Cynthia (as required under Cynthia  M&A) to the transfer of the
  Interest Shares
   to Irie, and
  Otto must deliver or cause to be delivered to Irie
   at Reorganisation Completion:

(a)

the share certificates for the Interest Shares;

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22



(b)

instruments of transfer of the Interest Shares in favour of Irie which have been duly executed by Otto and are in registrable form;

(c)

a tax
  invoice
   for US$1;

(d)

US$1 paid pursuant to clause 12.3; and

(e)

the Otto Deed executed by the Otto Subsidiary.

12.5

In respect of Reorganisation Completion:

(a)

the obligations of the Parties under this Agreement are interdependent; and

(b)

all actions required to be performed are taken to have occurred simultaneously
  on the date of Reorganisation Completion.

12.6

Otto must provide Irie with a receipt of payment made pursuant to clause 12.3 and Irie must provide Otto with a receipt of payment made pursuant to clause 12.4. Each receipt must be provided promptly but within 1 Business Day of Reorganisation Completion.

12.7

Each of Oromin, Cynthia, Irie, Otto and EO have consented to, and, at Ottos sole expense, will take all steps necessary to effect, the Reorganisation, including by procuring any company which they each control take all necessary steps as soon as reasonably practicable after the Reorganisation Notice has been issued to effect the Reorganisation. In respect of all reasonable costs incurred by Oromin, Cynthia, Irie or EO to effect the Reorganisation (Reorganisation Costs):

(a)

subject to clause 12.7(b), Otto must promptly reimburse Oromin, Cynthia, Irie or EO (as applicable) for all Reorganisation Costs provided that Oromin, Cynthia, Irie or EO (as applicable) provide all relevant receipts and tax invoices to Otto within 60 Days of Reorganisation Completion (Reorganisation Invoices);

(b)

Otto may inspect the Reorganisation Invoices, and, if Otto (acting reasonably) deems it appropriate, Otto at its cost may elect to appoint an independent auditor to review the Reorganisation Costs incurred. If the independent auditor verifies the Reorganisation Costs against the Reorganisation Invoices, Otto must promptly pay the Reorganisation Costs in accordance with clause 12.7(a). Otherwise, if Oromin, Cynthia, Irie or EO (as applicable) disagree with the amount to be paid as determined by the independent auditor, the Parties must endeavour to agree the amount of Reorganisation Costs to be paid by Otto. If agreement of such amount cannot be reached within 10 Business Days of the decision by the independent auditor, the Parties (at the equal cost of Oromin and Otto) must appoint an independent expert to promptly determine the Reorganisation Costs to be paid. The decision of the independent expert will be final and binding.

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23



12.8

After the Reorganisation, EO, Cynthia, the Otto Subsidiary and Otto will do all things necessary to:

(a)

update all public and private registers and records relating to the Contract to reflect it being jointly held by EO and the Otto Subsidiary in the correct proportions; and

(b)

assign to the Otto Subsidiary by public deed the relevant participating interest in all contracts, agreements and other arrangements (Arrangements) previously entered into by EO alone
   in relation to the Santa Rosa Project
  . If it is not possible to assign the relevant interest in an Arrangement to the Otto Subsidiary, EO acknowledges and agrees that it holds the Otto Subsidiary's participating interest in that Arrangement on trust for the Otto Subsidiary.

13.

WARRANTIES

13.1

Oromin, Irie
   , Cynthia and EO
  each represent and warrant to Otto that the warranties and representations set out in item 1 of Schedule 1 are true, complete and accurate as at the date of this Agreement and as at each of the
   date of 
  Completion
   , and the Reorganisation Date, unless indicated otherwise in item 1 of Schedule 1.

13.2

Otto 
   represents and warrants
  to Oromin, Irie, Cynthia and EO that the warranties and representations set out in item 
   2
  of Schedule 1 are true, complete and accurate as at the date of this Agreement and as at each of the
   date of
  Completion, and the Reorganisation Date
   , unless indicated otherwise in item 2 of Schedule 1.

14.

INDEMNITIES

14.1

Oromin, Cynthia, Irie and EO each indemnifies Otto against any claim or liability which may be incurred or sustained by Otto in connection with any default or delay by Cynthia, Irie and/or EO (as applicable) in the due and punctual performance of any of their respective obligations under this Agreement or the breach of any warranties as given in this Agreement.

15.

DISPUTE RESOLUTION

15.1

If a dispute or difference arises between Otto and the other Parties arising from this Agreement the Parties shall meet on a bona fide basis to seek to resolve such dispute or difference. If the dispute or difference cannot be resolved by the Parties then the Parties will settle the dispute by arbitration by one arbitrator pursuant to and under the rules of the 
   London Court of 
  International Arbitration
   , London.

15.2

The decision of the arbitrator shall be final and binding on the Parties, their successors and assigns. Such award shall not be subject to appeal to any other court or body and the Parties shall forthwith give it full effect. The arbitral award shall deal with the question of the costs of arbitration and all matters related thereto.

E-414

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24



16.

CONFIDENTIALITY

16.1

Unless agreed in writing by all Parties, this Agreement and its terms and all information obtained in relation to the Santa Rosa Project must be kept confidential as between the Parties and must not be disclosed by a Party other than to a Related Corporation or to the minimum extent required by any applicable law or the requirements of any regulatory body or the rules of any stock exchange which are applicable to that Party or its Related Corporations or to a bona fide potential assignee of the whole or any part of that Partys Interest.

16.2

A Party intending to make a public announcement or statement with respect to the Santa Rosa Project shall use its best endeavours to provide a copy of the proposed announcement or statement to the other Parties prior to release. 
   Each Party
  must promptly 
   consult with the other Parties
  prior to release 
   of any public announcement and statement, regarding
  the
   wording and
  timing of 
   any such 
  public 
   announcement
  and 
   statement
  by all or any of them relating to the Santa Rosa Project.

16.3

The provisions of this clause 16 will continue to bind each Party for a period of 5 years following the earlier of the date of termination of this Agreement or the date that the Party ceases to be a Party to this Agreement.

17.

FORCE MAJEURE

17.1

The term "force majeure" means any cause (other than insufficiency of funds) beyond the reasonable control of the Party concerned including act of God, industrial dispute, war, act of public enemies, riot, civil commotion or disturbance, fire, flood, storm and other damage caused by the elements, earthquake, explosion, or any action or inaction of any government or other competent authority, serious interruption in transport or breakdown of essential equipment or other material or services.

17.2

If a Party is rendered unable wholly or in part by force majeure to observe or perform its obligations under this Agreement, that Party must give prompt notice to the other Parties of the date and specific nature of the occurrence and, as far as possible, the estimate of its duration and the obligations of that Party will, insofar as they are affected by the force majeure, be suspended for the continuance of the force majeure. For the avoidance of doubt, the date of Completion
   may be delayed
  for the same period that any force majeure continues.

18.

NOTICES

18.1

All notices, requests, demands or other communications under or for the purposes of this Agreement must be in writing and delivered
   
  or sent by facsimile to the address or facsimile number of the Party set out in clause 18.3 or to such other address or facsimile number as that Party may from time to time notify to the other Parties for the purpose of this clause.

E-415

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25



18.2

A notice given in accordance with clause 18.1 will be treated as having been received:

(a)

if hand delivered, when delivered; and

(b)

if sent by facsimile, on production of a correct and complete transmission report from the despatching machine which indicates that the transmission was sent in its entirety to the facsimile number of the recipient notified for the purpose of this clause.

18.3

The address and facsimile number of each Party is as follows:

Otto Energy Limited:

Attention:

Alex Parks



Address:

32 Delhi Street

West Perth Western Australia 6005



Facsimile:

+ 61 8 6467 8801



Copy to:

Richard King and Jaap Poll



Oromin Explorations Limited, Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin SA:

Attention:

Julio Pulisich

Address:

c/o Torre Pulisich, Rivadavia No. 42, 1 Piso Of. 1, Diudad  (M550GHB), Mendoza, Argentina

Facsimile:

011-54-261-420-0262



with copies to

Attention:                Chet Idziszek & J.G. Stewart

Address:                Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia Canada V6E 2E9

Facsimile:              +1 604 331 8773



19.

PARENT COMPANY GUARANTEE

In consideration of Otto entering into this Agreement at the request of Oromin, Oromin unconditionally and irrevocably guarantees to Otto the due and punctual performance by 
   each of 
  Irie
   , Cynthia and EO
  of 
   their respective
  obligations under this 
   Agreement
  and separately and as principal obligor indemnifies Otto against any claim or liabilities which may be incurred or sustained by Otto in connection with any default or delay by 
   any of 
  Irie
   , Cynthia or EO 
  in the due and punctual performance of any of 
   their
  obligations under this 
   Agreement
  or any breach of warranty given under this 
   Agreement
  .

E-416

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26



20.

COSTS
   AND
  STAMP DUTY

20.1

Each Party must pay its own costs and expenses (including legal costs) in connection with the preparation, negotiation, execution and delivery of this Agreement.

20.2

Any stamp duty payable in respect of this Agreement (including any costs of EO in registering the Agreement in Argentina) will be borne by Otto.

21.

GENERAL

21.1

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements and understandings between the Parties with respect to those matters.

21.2

This Agreement may only be amended in writing signed by all the Parties and not in any other manner.

21.3

No waiver or relaxation by a Party of any of the terms and conditions of this Agreement will be effective unless it is in writing signed by that Party and then will be effective only in the specific instance and for the purpose for which it is given. The delay or default on the part of a Party in exercising any power, right or remedy conferred upon that Party under this Agreement will not operate as a waiver of it or any other right hereunder or affect or impair the Partys right to enforce that power, right or remedy at any time. A single or partial exercise of any power, right or remedy does not preclude any other or further exercise of it or any other power, right or remedy.

21.4

Each Party must sign, execute, deliver and do all deeds, documents, instruments and acts reasonably required of it to carry out and to give full effect to this Agreement and the rights and obligations of the Parties under it.

21.5

If a provision of this Agreement is prohibited, invalid or unenforceable in a jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

21.6

Subject as provided in this Agreement, this Agreement is binding upon and inures for the benefit of the Parties and their respective successors and permitted assigns.

21.7

This Agreement is governed by and construed in accordance with the laws of British Columbia and each Party submits to the non-exclusive jurisdiction of the courts of British Columbia and of all courts competent to hear appeals from the courts of British Columbia in respect of all proceedings arising in connection with this Agreement.

21.8

A Party may only assign its rights or obligations under this Agreement with the prior written consent of the other Parties, such consent not to be unreasonably withheld.

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27



21.9

This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Agreement for all purposes, provided that no Party shall be bound to this Agreement unless and until all Parties have executed a counterpart.





E-418



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28



EXECUTEDas an agreement.





|                                                                                      |  |                                                
|------------------------------------------------------------------------------------- |  | -----------------------------------------------
|EXECUTED BY OTTO ENERGY LIMITEDin accordance with Section 127 of the Corporations Act
|                                                                                      |  |                                                
|Director  Signed:  Jacob J.K. Poll                                                 |  | Director/Secretary  Signed:  Emma McCorrmack
|Print Name  Jacob J.K. Poll                                                          |  | Print Name  Emma McCormack                    





|                                    |  |                   
|----------------------------------- |  | ------------------
|EXECUTED BY OROMIN EXPLORATIONS LTD
|                                    |  |                   
|Director  Signed:  Chet Idziszek |  | Director/Secretary
|Print Name  Chet Idziszek          |  | Print Name        



|                                    |  |                   
|----------------------------------- |  | ------------------
|EXECUTED BY IRIE ISLE LIMITED      
|                                    |  |                   
|Director  Signed:  Chet Idziszek |  | Director/Secretary
|Print Name  Chet Idziszek          |  | Print Name        









E-419

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29





|                                     |  |                   
|------------------------------------ |  | ------------------
|EXECUTED BY CYNTHIA HOLDINGS LIMITED
|                                     |  |                   
|Director  Signed:  Chet Idziszek  |  | Director/Secretary
|Print Name  Chet Idziszek           |  | Print Name        





|                                      |  |                   
|------------------------------------- |  | ------------------
|EXECUTED BY EXPLORACIONES OROMIN S.A.
|                                      |  |                   
|Director  Signed:  Chet Idziszek   |  | Director/Secretary
|Print Name  Chet Idziszek            |  | Print Name        





E-420



---

1



SCHEDULE 1



REPRESENTATION AND WARRANTIES



ITEM 1 OROMIN
   , IRIE, CYNTHIA
  AND 
   EO
  REPRESENTATIONS AND WARRANTIES

Oromin, Irie, Cynthia and EO each jointly and severally represent and warrant to Otto that:

(a)

Each of Oromin
   , Irie, Cynthia
  and 
   EO
  is a corporation duly incorporated and validly subsisting and in good standing under the laws of its jurisdiction of incorporation;

(b)

Each of Oromin
   , Irie, Cynthia
  and 
   EO
  has the power, capacity and authority to enter into and perform this Agreement and all transactions contemplated herein and to take all actions required of 
   each respective Party
  under this Agreement and all corporate and other actions required to authorise 
   each respective Party
  to enter into and perform this Agreement have been properly taken;

(c)

As at the date of this Agreement and at the date of Completion: 
  Irie is the sole registered
   legal
  and beneficial owner of 100% of the issued and authorised shares of Cynthia, all of which shares are fully paid, validly issued and are free and clear from all liens, 
   mortgages, 
  charges, 
   pledges, 
  security interests
   , Encumbrances, equities and other third party interests of
  whatsoever
   nature
  and there are no agreements, options, warrants, rights of conversion, rights of pre-emption or similar rights or other rights pursuant to which (a) Irie is or may become obligated to sell, transfer or assign any shares or other securities of Cynthia to any person other than Otto or (b) Cynthia is required to issue shares other than in accordance with this Agreement;

(d)

Of the 100% issued shares of EO, 50,000 shares in EO are held by Idziszek who holds these 50,000 shares on trust for Cynthia, and 1,950,000 shares are held by
  Cynthia as the sole
   legal and
  beneficial owner. All of these shares are fully paid, validly issued and are free and clear from all liens, charges, security interests and 
   Encumbrances
  whatsoever and there are no agreements, options, warrants, rights of conversion, rights of pre-emption or similar rights or other rights pursuant to which each of B&S Fiduciaria, Idziszek or Cynthia is or may become obligated to sell, transfer or assign any shares or other securities of EO to any person or (b) EO is required to issue shares;

(e)

As at the date of execution of this Agreement As at the date of this Agreement and at the date of Completion, there are issued in the capital of Cynthia 1212.415 
   Common Shares and 21,462 Preference Shares and there are authorised in the capital of Cynthia 10,000 Common Shares and 100,000 Preference Shares. Immediately after Completion there will be
  issued in the capital of Cynthia 1795.638
   Common Shares and 21,462 Preference Shares minus the Irie Preference Shares, and there will be authorised capital of Cynthia of 9,416.777 Common Shares and 100,000 Preference Shares. The
  certified copy of the

E-421

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2



current share register of Cynthia
   provided to Otto at Completion is a true, complete and accurate reflection of the current shareholdings in Cynthia
  ;

(f)

The Interest Shares constitute 32.48% of the issued 
   Common Shares
  of Cynthia and 32.48% of the authorised Common Shares of Cynthia;

(g)

All assets of Cynthia are
  free from all liens, mortgages, charges, pledges, Encumbrances, equities and other third party interests of whatsoever nature
   . 
  Cynthias only material asset is its 
   legal and 
  beneficial ownership of 1,950,000  issued 
   shares of EO, and beneficial ownership of 50,000 issued shares of EO, and Cynthia conducts no other business except its business in relation to its ownership of the shares in EO;

(h)

With the exception of EO, Cynthia has no subsidiaries and has no interest in the share capital of any other company
  ;

(i)

EOs only material asset is its interest in the Contract
   and EO conducts no other business except its business in relation to the Santa Rosa Project;

(j)

EO is legally entitled to hold the Contract.

(k)

EO
   has obtained all permits, approvals and consent from any relevant government body or third party organisation to hold the
  Contract
   including without limitation, any environmental approvals, surveys and issuance of formal title required.

(l)

EO has no subsidiaries and has no interest in the share capital of any other company
  ;

(m)

Cynthia has obtained qualification before the GIC in respect of EO;

(n)

Except for EO, no person, firm, corporation or other entity of any kind whatsoever has any form of right to explore, develop or otherwise exploit the Contract;

(o)

Cynthia and EO 
   each do not trade under any name other than their own corporate name;

(p)

Cynthia and EO 
  are not in default in any respect under any material contracts, leases, or agreements or other indentures (including, without limitation, the Surge Agreement, the Surge Transfer Agreement and the agreements listed in items (i) to (iv) of warranty (r) below (Havana Letter Agreements)) to which Cynthia or EO is a party or by which EO is bound, and there exists no state of facts which, after notice or lapse of time or both, would constitute such a default;

(q)

Except for the Haimila Royalty, EO has not sold, transferred, assigned, 
   Encumbered
  , conveyed, leased, 
   licensed
  or otherwise disposed of the Contract or agreed to do any of these things or granted an option to any person to purchase the Contract or any interest in the Contract;

E-422

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3



(r)

Only the following agreements have been ratified by Cynthia's board of directors:

(i)

Letter Agreement dated 5 February 2003 between Cynthia and Bible Resources Limited, the Havana Group Inc and Irie;

(ii)

Letter Agreement dated 30 April 2003 between Cynthia and Bible Resources Limited, the Havana Group Inc and Irie;

(iii)

Letter Agreement dated 31 April 2003 between Cynthia and Bible Resources Limited, the Havana Group Inc and Irie;

(iv)

Trust Agreement dated 2 November 2004 between Cynthia and Idziszek; and

(v)

the Surge Transfer Agreement,

and Cynthia has not entered into any other material contracts, leases or agreements or other indentures with the exception of the Surge Agreement, which has been validly executed by all relevant parties;

(s)

EO has not entered into any other material contracts, leases or agreements or other indentures with the exception of the agreements referred to in warranty (x) below;

(t)

There are no adverse claims or challenges of any kind whatsoever, including without limitation claims or challenges by third parties, against or to the ownership of, or title to, the 
   shares of Cynthia
  , the shares of EO or the Contract, nor is there any basis 
   for any such adverse claims or challenges
  , that if determined adversely, would have a material adverse effect on the ownership or use thereof;

(u)

To the best of their knowledge, neither Cynthia nor EO  
   has been nor 
  is in breach in any respect of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever, including without limitation environmental laws, ordinances, statutes, regulations, by-laws, orders or decrees
   with the exception of the AFIP Issue and Central Bank Notice Issue detailed in warranty (aa). In particular:

(i)

Cynthia has kept and is keeping the register of directors or a copy thereof at the registered office of Cynthia as required by the BVI Business Companies Act 2004; and

(ii)

all resolutions of Cynthia's board of directors are effective as:

(A)

each resolution is validly passed and registered; or

(B)

each resolution had been subsequently ratified by all directors of Cynthia
  ;

(v)

The execution and delivery of this Agreement, the performance of the obligations 
   of
  Oromin
   ,
  Irie
   , Cynthia and EO
  under this Agreement and the completion of the transactions contemplated under this Agreement will not:

E-423

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4



(i)

conflict with, or result in a breach of or the acceleration of any indebtedness under, or constitute a default under, any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which Oromin, Irie, Cynthia or EO is a party or by which Oromin, Irie, Cynthia or EO is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which Oromin, Irie, Cynthia or EO is bound, which would have a material adverse effect on this Agreement and the completion of the transactions contemplated hereunder; or

(ii)

to the best of their knowledge, result in a violation of any law or regulation of any kind whatsoever by Oromin, Irie, Cynthia or 
   EO
  , which would have a material adverse effect on this Agreement and the completion of the transactions contemplated hereunder;

(w)

Cynthia has no liabilities, whatsoever, whether contingent or accrued and whether or not determined or determinable (including any royalty, financial or other liability, or annual sustaining fees and corporate service fees charged by British Virgin Islands (BVI) counsel);

(x)

EO has no liabilities whatsoever, whether contingent or acquired and whether or not determined or determinable (including any royalty, financial or other liability), other than the following liabilities:

(i)

obligations under the terms of the Contract;

(ii)

the Haimila Royalty;

(iii)

obligations under the loan agreement dated February 14, 2008 between EO and Oromin; and

(iv)

obligations under the EMEPA Agreement
   ;

(v)

liabilities incurred in the normal course of EOs business under the Material Amount per annum;

(vi)

the USD100,000 bonus we have agreed to pay to Carlos Martinez Lopez on a commercial discovery of hydrocarbons, where "commercial discovery" has the meaning defined in the JOA;

(vii)

Carlos Lopez's monthly retainer of USD12,500;

(viii)

the monthly retainer of USD5,000 payable to Torre Pulisich;

(ix)

any costs incurred in the preparation of the environmental impact study;

(x)

all amounts
   paid to Dr Norman Haimila under his consulting/employment contract;

(xi)

including, without limitation, all governmental taxes, royalties or assessments whether currently existing or imposed subsequent to the date of this Agreement; and

E-424

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5



(xii)

any
   costs incurred by Dr Armando Surballe for the negotiation with surface owners;

(y)

The Accounts:

(i)

attached in Annexure E are true, complete and accurate copies of the Accounts;

(ii)

disclose a true and fair view of the assets, liabilities, state of affairs and the financial position of EO as at their date and for the period ending on that date (including appropriate provision for tax liabilities);

(iii)

have
  been prepared in accordance with the accounting policies and practices previously applied by 
   EO
  s auditors or accountants and consistent with generally accepted accounting principles
   and all applicable laws; and

(iv)

contain proper and adequate provision for and full disclosure of all liabilities, whether actual, contingent or otherwise as at their date;

(z)

The financial performance of EO disclosed in the Accounts is not affected by any unusual or non-recurring items and no material changes have occurred in the business of each of the Santa Rosa Project or EO, or in the liabilities or the financial performance of the Santa Rosa Project and EO from that disclosed by the Accounts, other than the reasonable costs which have been incurred by EO in the maintenance and operation of the
  Contract
   from 29 February 2008 to Completion. Documentation of such reasonable costs has been provided to Otto;

(aa)

Since the balance date of the latest Accounts, there has been no occurrence which has or will (either itself or together with any other occurrence) materially and adversely affect the
   assets, liabilities,
  value, financial position, profitability or prospects of the Santa Rosa Project, or EO or the ability of EO to conduct the Santa Rosa Project other than occurrences in financial, political, or economic conditions affecting all investments and businesses in Argentina generally except:

(i)

the AFIP Issue which must be addressed in accordance with clause 8.1; and

(ii)

the Central Bank Notice Issue which must be addressed in accordance with clause 8.2;

(bb)

Notwithstanding the failure by Cynthia since 2005 to prepare financial statements or accounts, or to lodge such financial statements or accounts with the appropriate authorities:

(i)

such failure to prepare and/or lodge such financial statements or accounts with the appropriate authorities will not result in any adverse legal consequences or penalties in either the British Virgin Islands or Argentina;

E-425

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6



(ii)

Oromin, Irie and/or Cynthia (as applicable) have disclosed to Otto a true and fair view of the assets, liabilities, state of affairs and the financial position of Cynthia (including disclosure of any tax liabilities);

(iii)

Oromin, Irie and/or Cynthia (as applicable) have made proper and adequate provision for and full disclosure of all liabilities of Cynthia, whether actual, contingent or otherwise, to Otto;

(iv)

financial performance of Cynthia has not been affected by any unusual or non recurring items and no material changes have occurred in the business of Cynthia, or in the liabilities or the financial performance of Cynthia and EO which has not been disclosed in writing to Otto prior to the date of execution of this Agreement;

(v)

there has been no occurrence which has or will (either itself or together with any other occurrence) materially and adversely affect the assets, liabilities, value, financial position, profitability or prospects of Cynthia or the ability of Cynthia to conduct the Santa Rosa Project other than occurrences in financial, political or economic conditions affecting all investments and businesses in the BVI generally;

(cc)

Since 2005:

(i)

Cynthia has carried on business in the ordinary and usual course and has not entered into any contracts or arrangements other than in the ordinary and usual course of carrying on business;

(ii)

Cynthia has not incurred or undertaken any actual or contingent liabilities or obligations, including tax, except in the ordinary and usual course of business;

(iii)

Cynthia has not acquired or disposed of or dealt with any assets, nor has it entered into any agreement or option to acquire or dispose of any assets other than in the normal course of business for full market value;

(iv)

except in the ordinary and usual course of business, Cynthia has not borrowed money;

(v)

except by operation of law or in the ordinary and usual course of its business, Cynthia has not granted any Encumbrance over any of its assets;

(vi)

no loans have been made nor bonuses paid by Cynthia to its members or directors, nor have any advances or loan money been accepted from any of its members or directors; and

(vii)

no resolutions have been passed by the members or directors of Cynthia except in the ordinary and usual course of business of Cynthia and those necessary to give effect to this Agreement.

E-426

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7



(dd)

Cynthia has not provided any letter of comfort or made any representation or given any undertaking to any person in respect of the obligations or solvency of any other person or in support of or as an inducement to or otherwise in connection with the provision of financial accommodation, whether or not considered by Cynthia to be legally binding.

(ee)

Oromin, Irie, Cynthia and EO have provided to Otto full details in complete terms of every contract under which Cynthia receives, or is entitled to receive, financial accommodation from any person.

(ff)

In the tax warranties (gg) to (ii):

(i)

Tax Authority means any government, semi-government, administrative, municipal, statutory, fiscal or judicial body, department, commission, authority, tribunal, agency, entity or person responsible for the collection of any tax or administration of any Tax Law.

(ii)

Tax Law means any applicable law, including without limitation any common law, statute, statutory instrument, treaty, regulation, directive, decision, by-law, circular, code, guidance, interpretation note, plan, order, notice, demand, decree, injunction, resolution or judgment in relation to any Tax.

(iii)

Tax means any tax (including any income tax, capital gains tax, value-added tax, sales tax, property tax, donations tax, secondary tax on companies or otherwise) levy, assessment, tariff, duty (including any customs duty) or other fee, and any related charge or amount (including any fine, penalty, interest, or addition to tax), imposed, assessed, or collected by or under the authority of any Tax Authority.

(gg)

All rents, rates, Taxes, duties, levies, charges and other assessments charged or chargeable against Cynthia and/or EO (including any interest and/or penalties relating to such rents, rates, Taxes, charges and other assessments) which are due have been paid when due.

(hh)

There is no material dispute or disagreement outstanding with any Tax Authority regarding liability or potential liability to any Tax recoverable from Cynthia and/or EO or regarding the availability of any relief from Tax to Cynthia and/or EO
   with the exception of the AFIP Issue and Central Bank Notice Issue detailed in warranty (aa),
  and there are no circumstances which make it likely that any such dispute or disagreement will arise.

(ii)

Each of Cynthia and EO has:

(i)

complied with all obligations imposed on Cynthia or EO (as applicable) by any Tax Law;



E-427

---

8



(ii)

paid, or Cynthia's or EO's (as applicable) accounts fully provide for, all Tax which Cynthia or EO (as applicable) is or may become liable to pay in respect of the period up to and including the date of Completion;

(iii)

filed, lodged or submitted all Tax returns and information regarding Tax and Tax matters as and when required by Tax Law or requested by any Tax Authority;

(iv)

maintained sufficient and accurate records and all other information required to support all Tax returns and information which has been or may be filed, lodged or submitted to any Tax Authority or is required to be kept under any Tax Law;

(v)

complied with all of its obligations under any statutory provisions or Tax Law requiring the deduction or withholding of Tax from amounts paid by Cynthia or EO (as applicable), whether on its own behalf or as agents, and has properly accounted for any Tax so deducted or withheld to any Tax Authority (other than amounts which have yet to become payable); and

(vi)

complied with all its obligations to register for the purposes of any Tax Law.

(jj)

The records of Cynthia, EO and the Santa Rosa Project and the records which relate to the

  Contract:

(i)

have been fully and properly maintained and contain due records of all matters required to be entered by prudent business practice;

(ii)

do not contain or reflect any material inaccuracies or discrepancies; and

(iii)

the Contract
   attached in Annexure F is a true, complete and accurate copy of the Contract, and that the Contract (as attached) has not been revised or amended;

(kk)

All written information which has been 
   or will be, prior to the Reorganisation Date, 
  given by or on behalf of Oromin
   ,
  Irie
   , Cynthia or EO
  to Otto or its advisors with respect to Cynthia, EO and the Santa Rosa Project is, to the best of their knowledge, complete, true and accurate;

(ll)

Oromin, Irie, Cynthia and EO have provided to Otto all information which would reasonably be required by, or be considered relevant to, a purchaser seeking to purchase the Interest Shares, 
   and possibly a direct interest in the
  Contract
   ,
  and determine the true value thereof;

(mm)

To the best of their knowledge, each statement and all information provided to Otto and its representatives in relation to Cynthia (including all corporate records of Cynthia provided to Cynthia's registered agent, Harneys Corporate Services Limited, (
  Harneys
   )), EO and the Santa Rosa Project is true, complete and accurate;

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9



(nn)

There is no fact, matter or circumstance known to Oromin, Irie, Cynthia or EO which renders in any material respect any of the information referred to in warranties (z) to (bb) misleading and Oromin, Irie, Cynthia and EO have not purposely nor knowingly withheld any information which might be reasonably considered to materially affect the value of the Cynthia shares, EO and/or the
  Contract
   .

(oo)

EO has not received any notice from any government agency alleging that it has violated or is violating any law or regulation to which the Santa Rosa Project is subject
   (including any 
  environmental 
   law or regulation), nor has EO received any order, declaration, report, recommendation or approved proposal from any other third party which would materially affect the use of the
  Contract;

(pp)

Each of Cynthia and EO have operated in the ordinary course of business and, without limiting the foregoing, neither have acquired nor disposed of, or agreed to acquire or dispose of, any material liabilities or committed to obligations other than in the ordinary course of business, or charged or encumbered in any material way the Contract or any interest of EO therein;

(qq)

Neither Oromin, Irie, Cynthia nor EO is insolvent or has committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for the granting of a receiving order in bankruptcy filed against it, made a voluntary assignment into bankruptcy or taken any proceeding to have itself wound-up or declared bankrupt or to have a receiver appointed in respect of all or any portion of its assets or commenced proceedings for any amalgamation, continuation or other corporate reorganisation;

(rr)

There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever with respect to the directors, offices or employees of Cynthia or EO and there are no labour contracts or collective agreements with respect to any employee of Cynthia or EO, nor any labour grievance procedures, labour disputes or strikes or union organisation campaign, pending or threatened against Cynthia or EO;

(ss)

Neither Cynthia nor EO currently nor previously have:

(i)

employed
    Dr Norman Haimila or any other individual other than in accordance with Law/Regulations; or

(ii)

engaged any contractors, with the exception of EO engaging
  EMEPA S.A., a company incorporated in the Argentine Republic,
   pursuant to the EMEPA Agreement;

(tt)

Cynthia and/or EO are not engaged in any prosecution, litigation or arbitration proceedings;

(uu)

There is no unsatisfied judgment, order, 
   writ
  of execution, arbitral award or decision of any court, tribunal or arbitrator against Cynthia or 
   EO
  ;

(vv)

There is no outstanding claim, demand, dispute, litigation, arbitration, prosecution or investigation:

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10



(i)

pending; nor

(ii)

to the best of the knowledge of 
   Oromin, 
  Irie, 
   Cynthia or EO, threatened (or any basis for such claim, demand, dispute, litigation, arbitration, prosecution or investigation existing)
  ,

against or in respect of the Santa Rosa Project or the Contract or any employee of Cynthia or 
   EO;

(ww)

Each insurance policy held by EO is currently in full force and effect and all applicable premiums paid;

(xx)

EO is insured with insurance companies duly authorised to carry on insurance business:

(i)

for the full replacement or reinstatement value of all its insurable property against fire, earthquake and other risk normally insured against by persons carrying on the same nature of business as that carried by EO; and

(ii)

in relation to matters not involving insurable property, for amounts against those risks (including workers compensation, product liability and public liability) normally insured against by persons carrying on the same nature of business as that carried on by EO;

(yy)

No claim is pending in respect of any policy of insurance;

(zz)

The insurance effected by EO does not cover any asset not owned or used by Cynthia and EO and does not cover any risks or liabilities other than those which may be incurred by EO;

(aaa)

EO has not been notified by any insurer that it is required or it is advisable for it to carry out any maintenance, repairs or other works in relation to the Contract;

(bbb)

Each of 
  Cynthia and EO have effected all insurances required by law to be effected by it;

(ccc)

The Havana Letter Agreements:

(i)

have been validly terminated and are of no further effect;

(ii)

did not convey or transfer to any party any legal or beneficial interest in the Contract, 
   the shares or assets of 
  EO or Cynthia;

(ddd)

Under the Surge Transfer Agreement, notwithstanding that clause 1 of the Surge Transfer Agreement states "Surge shall sell, assign, transfer and deliver to Oromin, Cynthia and/or Idziszekall of Surge's interest in the Cynthia Holdings Shares":

(i)

Surge transferred to Irie only (in accordance with clause 4 of the Surge Transfer Agreement) all of Surge's legal and beneficial right, title and interest in Cynthia (being 212.415 Common Shares) originally acquired by Surge under the Surge Agreement; and

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11



(ii)

the Surge Agreement is of no further effect.

(eee)

The 212.415 Common Shares owned by Surge have been validly transferred to Irie, the relevant share certificate surrendered and all documentation completed and lodged as necessary to complete this transfer;

(fff)

No third
  party (including Surge, Irie, Bible Resources Limited, Oromin or Idziszek (as applicable)) has any present or contingent claim or right under the Surge Agreement, the Surge Transfer Agreement or the Havana Letter Agreements. In particular, under the Surge Transfer Agreement, Surge, Oromin, Cynthia and Idziszek have no direct or indirect interest in the Santa Rosa Property (as defined under the Surge Transfer Agreement);

(ggg)

No consent, approval, authorisation, order, registration, notification or qualification of or with any court, government, agency, stock exchange or other regulatory authority or any other third party is required by Oromin, Irie, EO or Cynthia for the consummation of the transactions contemplated herein that has not been given or waived prior to the 
   date of Completion
  ;

(hhh)

The Contract is in good standing with respect to all material filings, and all taxes, charges and assessments required in respect thereof have been paid in full as are required under all applicable laws and regulations of the Republic of Argentina and all filings, payments and recordings required to be made with any governmental agency to maintain the Contract in good standing have been made and no default has been alleged in respect thereto;

(iii)

EO is the 
   legal and 
  beneficial owner of the Contract
   
  and, has been granted the required entry permit. EO accordingly has the right of access thereto, subject only to obtaining environmental approval and the survey being completed
   . The
  Contract and such right of access will be free and clear of all liens, charges, 
   Encumbrances, restrictive covenants, reservations
  and agreements in respect thereof which would have a material adverse effect on the intended use or value of the Contract;

(jjj)

The Contract was acquired by EO in compliance with each applicable procedure and law of the Republic of Argentina, including, but not limited to, all applicable provincial and national laws and regulations with the exception of the financial statements of EO filed on 29 February 2008 which were filed late; and

(kkk)

The Contract and its existing and prior uses comply with, and EO is not in violation of, nor has it violated any applicable federal, provincial, municipal or local laws, regulations, orders or approvals, including, without limitation any environmental, health, safety or similar matters, in connection with the ownership, use, maintenance or operation of the Contract or its operations thereon.
   ;





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12



(lll)

50,000 shares in EO are held on trust by B&S Fiduciaria for Idziszek who in turn holds these 50,000 shares on trust for Cynthia. Idziszek does not have any other present or contingent right to hold or acquire any legal or beneficial interest in any 
   Common 
  Shares
   or Preference Shares,
  or any shares of EO
   ; and

(mmm)

EO has met the immediate financial obligations in the
  Contract
   under the 'Approval by Government of the Province of Mendoza of the awarding of the Santa Rosa permit to EO' document dated 30 April 2008, in particular:

(i)

within 5 Days from the date the executive order is published in the Official Gazette, EO paid the Province of Mendoza the equivalent in Argentinean pesos of US$50,000;

(ii)

EO, Cynthia, Irie and/or Oromin do not know of any reason why EO will not receive  certification from the Province of Mendoza that EO is free from tax debt with the exception of the AFIP Issue and Central Bank Notice Issue detailed in warranty (aa); and

(iii)

within 30 Days of the award of the
  Contract
   , EO has paid the relevant performance guarantee of USD$16,000.



ITEM 
   2
  REPRESENTATIONS AND WARRANTIES OF OTTO

Otto represents and warrants:

(a)

Otto is a corporation duly incorporated and validly subsisting and in good standing under the laws of its jurisdiction of incorporation;

(b)

Otto has the power, capacity and authority to enter into and perform this Agreement and all transactions contemplated herein and to take all actions required of it under this Agreement and all corporate and other actions required to authorise them to enter into and perform this Agreement have been properly taken;

(c)

Otto has the financial capacity to satisfy its 
   obligation to pay the Purchase Price
  under this Agreement;

(d)

Otto has 
   (
  and 
   in the event of the Reorganisation, 
  the Otto Subsidiary will have
   )
  the technical capability, personnel and resources to satisfy its obligations under this Agreement
   ;

(e)

As at the date of execution of this Agreement, there
  are no material adverse claims or challenges of any kind whatsoever, including without limitation claims or challenges by third parties, against or affecting the right of Otto to acquire and own the Interest Shares, or an interest in the Contract, nor is there any basis therefore, that if determined adversely, would have a material adverse effect on the ownership or use thereof;

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13



(f)

To the best of 
   its
  knowledge, Otto is not in breach in any material respect of any material law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever, including without limitation environmental laws, ordinances, statutes, regulations, by-laws, orders or decrees;

(g)

The execution and delivery of this Agreement, the performance of the obligations Otto under this Agreement and the completion of the transactions contemplated under this Agreement will not:

(i)

materially conflict with, or result in a material breach of or the acceleration of any material indebtedness under, or constitute a material default under, any material indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which Otto is a party or by which Otto is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which Otto is bound, which would have a material adverse effect on this Agreement and the completion of the transactions contemplated hereunder; or

(ii)

to the best of 
   its
  knowledge, result in a material violation of any material Law / Regulation of any kind whatsoever by Otto which would have a material adverse effect on this Agreement and the completion of the transactions contemplated hereunder; and

(h)

Otto is not insolvent and has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for the granting of a receiving order in bankruptcy filed against it, made a voluntary assignment into bankruptcy or taken any proceeding to have itself wound-up or declared bankrupt or to have a receiver appointed in respect of all or any portion of its assets or commenced proceedings for any amalgamation, continuation or other corporate reorganisation.





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14



ANNEXURE A

Item A1

Cynthia Documents

The "Cynthia Documents" comprise:

DOCUMENTS REGARDING CYNTHIA

(a)

all documents required to effect the issue of the Interest Shares in favour of Otto which have been duly executed by Cynthia, including:

(i)

the share certificates for the Interest Shares
   ;

(ii)

resolution from the directors of Cynthia authorising the issue of the Interest Shares to Otto; and

(iii)

the written instruction to Cynthia's registered agent to record the change in the members register of Cynthia;

(b)

documents evidencing Irie's legal and beneficial ownership, Encumbrance free, of all share capital of Cynthia immediately prior to Completion, being:

(i)

copies of  all current share certificates; and

(ii)

a certified copy of the register of members of Cynthia;

(c)

only if Otto confirms in writing to Cynthia that the following documents are required by Otto in accordance with the advice Otto has received from its counsel in the British Virgin Islands, documentation evidencing the suspension of the rights attaching to Preference Shares as such suspension is set out in the Shareholders Agreement;

(d)

documents evidencing the appointment of:

(i)

the new director, being Alex Parks; and

(ii)

the new alternate, being Jaap Poll,

to the Cynthia board, with such appointments effective as of Completion;

(e)

documentation as required to effect all amendments necessary to the Cynthia M&A in light of the provisions of the Shareholders Agreement, Cynthia/EO Operating Agreement and the JOA where at a minimum such documentation must amend the Cynthia M&A to be consistent with clauses 3.1, 3.4, 4, 5, 6, 8, 11, 12 and 15 of the Shareholders Agreement. The documentation must be a resolution of either Cynthia's shareholders or its directors which has been passed, and makes amendment of the Cynthia M&A conditional on Completion occurring;

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15



(f)

a resolution of the Cynthia board adopting the new Shareholders Agreement and revoking any previous shareholders agreement;

(g)

written acknowledgement from Westlaw Limited and Harlaw Limited that each has no voting rights on Cynthia's board;

(h)

a certificate of good standing of Cynthia;

(i)

document evidencing that Cynthia has obtained and has qualification before the GIC in respect of EO;

DOCUMENTS REGARDING EO

(j)

documents as required by Law/Regulations (including the EO M&A) which evidence the appointment of:

(i)

the relevant directors to the EO board, being Alex Parks and  the one Argentinean appointee to be nominated by Irie (where Irie must inform Otto in writing of the identity of this Argentinean appointee immediately upon Irie's nomination of this Argentinean appointee); and

(ii)

the Otto alternate to the EO board, being Jaap Poll;

(k)

a certified copy of:

(i)

EO M&A;

(ii)

all amendments to the EO M&A (whether registered or not) including without limitation application No 780608 of February 2007;

(iii)

the appointments of the existing EO directors, including:

(A)

the last appointments of EO director(s) registered with the GIC; and

(B)

any appointments of EO director(s) not  registered with the GIC; and

(iv)

the current share register of EO;

(l)

documentation as required to effect any amendments necessary to the EO M&A, in light of the provisions of the Shareholders Agreement, Cynthia/EO Operating Agreement and the JOA. At a minimum such documentation must amend the EO M&A to be consistent with clause 4.6 of the Cynthia/EO Operating Agreement and to include provisions to the effect that:

"(a)

To provide for the overall supervision and direction of EOSA and the EOSA Operations, there is established a Board composed only of:

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16



(i)

Directors representing each of Irie and Otto; and

(ii)

other Directors only as required by Argentinean Laws/Regulations.

(b)

Each of Irie and Otto shall appoint only one (1) Director and one (1) alternate to serve on the Board at all times. Irie and Otto shall as soon as possible after the date of execution of this Agreement give notice in writing to the other of the name and address of its Director and alternate to serve on the Board.

(c)

Each of Irie and Otto shall have the right to nominate, appoint, remove and replace only its Director and alternate at any time by giving notice of such change to the other in writing, provided that, if either Irie or Otto (First Party):

(i)

notifies the other (Second Party) in writing (Relevant Notice) that the First Party can reasonably demonstrate that the Director or alternate of the Second Party has engaged in an act of Gross Negligence / Wilful Misconduct; and

(ii)

includes in the Relevant Notice evidence reasonably demonstrating that such Director or alternate of the Second Party has engaged in an act of Gross Negligence / Wilful Misconduct,

then the Second Party must replace such Director or alternate within 10 Business Days of receiving such Relevant Notice (or such other minimum time period as permitted by Laws/Regulations), unless the Second Party is able to demonstrate within 10 Business Days of receiving the Relevant Notice why the evidence in the Relevant Notice is not correct.

(d)

EOSA must, within 1 Business Day of receiving any information from Cynthia, notify all Directors in writing of the receipt of such information, and provide each Director with a copy of such information.

(e)

The Board shall meet at least once in every six month period.

(f)

Subject to clause (g) below, if any Director or alternate is unable to attend a Board Meeting in person, that Director or alternate may attend by teleconference.

(g)

Notwithstanding clause (f) above, a minimum of two Board Meetings in any Calendar Year must be conducted with the Directors attending the same physical location.



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17



(h)

The Board may establish such subcommittees, including technical subcommittees, as appropriate. The functions of such subcommittees shall be in an advisory capacity or as otherwise determined unanimously by the Board. Each of Irie and Otto, by exercising its right through its Director, shall have the right to appoint at least one representative to each subcommittee provided that there must be the same number of representatives of each of Irie and Otto on each subcommittee.

where:

all defined terms used in this section have the meaning defined in the Cynthia/EOSA Operating Agreement;

Boardmeans the board of Directors of EOSA as constituted from time to time;

Board Meetingmeans a meeting of the Board convened and held in accordance with this Agreement and the EOSA Constitution; and

Directormeans a director (or its alternate) of EOSA from time to time, as context dictates."
   ;

(m)

documentation evidencing:

(i)

Idziszek's legal ownership as bare trustee only of the 50,000 shares in EO which were formerly owned by B&S Fiduciaria;

(ii)

the
  "Trust Agreement" dated 2 November 2004 between Idziszek and Cynthia is varied to reflect the change in ownership in Item A3 section (w)(i); and

(iii)

the "Fiduciary Agreement" dated 1 November 2008 between Idziszek and B&S Fiduciaria S.A. is no longer of any force and effect;

(iv)

Cynthia's beneficial ownership of 50,000 EO shares; and

(v)

Cynthia's legal and beneficial ownership of 1,950,000 EO shares;

(n)

documentation evidencing the valid transfer of the 212.415 Common Shares owned by Surge to Irie, being documentation evidencing that all documentation has been completed as necessary to complete this transfer;

(o)

a certificate of good standing of EO;

TRANSACTION DOCUMENTS

(p)

the Shareholders Agreement executed by Irie;

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18



(q)

the Cynthia/EO Operating Agreement executed by Cynthia and EO;

(r)

the JOA and the Otto Deed executed by EO; and

(s)

a tax invoice for the Purchase Price.

Item A2

Irie Documents

The "Irie Documents" comprise:

(a)

all documents required to effect the buyback of the Irie Preference Shares by Cynthia which have been duly executed, including:

(i)

the share certificates for the Irie Preference Shares
   ;

(ii)

resolution from Cynthia authorising the buy-back of Irie Preference Shares by Irie;

(iii)

resolution from Irie authorising the sale of Irie Preference Shares to Cynthia;

(iv)

the written instructions to Cynthia's registered agent to record the change in the members register of Cynthia; and

(b)

a certified copy of the current
   members
  share register of Irie immediately prior to Completion.

Item A3

Otto Documents

The "Otto Documents" comprise:

(a)

an application form for subscription for the Interest Shares executed by Otto;

(b)

an executed copy of the Shareholders Agreement;

(c)

an executed copy of the Cynthia/EO Operating Agreement; and

(d)

an executed copy of the JOA and the Otto Deed.









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19



ANNEXURE B

JOINT OPERATING AGREEMENT





E-439



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20





ANNEXURE C



SHAREHOLDERS AGREEMENT









E-440



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21





ANNEXURE D



CYNTHIA/EO OPERATING AGREEMENT









E-441

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22





ANNEXURE E



ACCOUNTS OF EO









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23



ANNEXURE
   F



CONTRACT





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24



ANNEXURE
   G



HAIMILA ROYALTY AGREEMENT







E-444



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ARGENTINA PROSPECTS

CONTRACT AND CONFIDENTIALITY AGREEMENT



THIS AGREEMENT is entered into this 11th day of May, 2000, by and between DR. NORMAN E. HAIMILA for AURORA PROJECTS INTERNATIONAL, (hereinafter referred to as the Disclosing Party) and, Chet Idziszek for Minetech Group (hereinafter referred to as the Receiving Party).

1.

In connection with the evaluation by the Receiving Party and the possible acquisition by the Receiving Party, or any of its Affiliates, as defined in Paragraph 4, of certain petroleum exploration and production rights held by the Government of Argentina or of any of the Provinces thereof or by any person contracting for hydrocarbon rights therewith (Contractor) and containing prospects identified in Schedule B (each of which is hereinafter referred to as the Prospect) with potential reserves of hydrocarbons, the location of which having been determined by the Disclosing Party, certain confidential information which is proprietary, relating to the Prospect which includes, but is not necessarily limited to geological and geophysical data, maps, models and interpretations and may also include commercial, contractual and financial information (hereinafter referred to as the Confidential Information).  The Disclosing Party shall also, at the request of the Receiving Party, perform such services as are necessary in order to enable the Receiving Party to evaluate prospects in Argentina which have been identified by the Disclosing Party and each Party; shall be bound by Paragraphs 2, 3, 4, 5 and 6, mutatis mutandis.

2.

In consideration of the disclosure referred to in Paragraph 1 thereof, the Receiving Party agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published, or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction, or electronic scanning without the Disclosing Partys prior written consent, except as provided in Paragraphs 3, 4, and 5 below.

3.

The Receiving Party may disclose the Confidential Information without the Disclosing Partys prior written consent only to the extent such information:

(a)

is already known to the Receiving Party as of the date of disclosure hereunder;

(b)

is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party;

(c)

is required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure); or

(d)

is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by the Receiving Party.

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4.

The Receiving Party may disclose the Confidential Information without the Disclosing Partys prior written consent to an Affiliated Company (as hereinafter defined), provided that the Receiving Party guarantees the adherence of such Affiliated Company to the terms of this Agreement.  Affiliated Company shall mean any company or legal entity which (a) controls either directly or indirectly a party, or (b) which is controlled directly or indirectly by such party, or (c) is directly or indirectly controlled by a company or entity which directly or indirectly controls such party.  Control means the right to exercise 50% or more of the voting rights in the appointment of the directors of such company.

5.

The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Partys prior written consent to such of the following persons who have a clear need to know in order to evaluate the Prospect:

(a)

employees, officers and directors of the Receiving Party;



(b)

employees, officers and directors of an Affiliated Company;



(c)

any professional consultant or agent retained by the Receiving Party for the purpose of evaluating the Confidential Information.



(d)

any other person or company who becomes a participant with the Receiving Party, in the Prospect.



Prior to making any such disclosures to persons under subparagraphs (c) and (d) above, however, the Receiving Party shall obtain an undertaking of confidentiality, in the form and content substantially as in this Agreement, from each such person or company.

6.

The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person.

7.

If the Receiving Party declines to make application to the appropriate agencies of the Government of Argentina or any of the Provinces thereof, to acquire the petroleum exploration and production rights to the Prospects or to farm-in on an Operating Contract for the hydrocarbon rights therein, the confidentiality obligations set forth in this Agreement shall terminate three (3) years after the date of this Agreement and the Receiving Party shall take no other action to acquire the petroleum exploration and production rights to the Prospect within that same three (3) year period.  Furthermore, the Confidential Information shall be returned to the Disclosing Party within ten (10) days of the execution of this Agreement.



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8.

If the Receiving Party elects to acquire or assigns to an Affiliate Company the right to acquire the petroleum exploration and production rights to the Prospect, the Disclosing Party may at the request of the Receiving Party perform such services as are necessary in order to enable the Receiving Party to evaluate the Prospect for a per diem rate in accordance with Schedule A attached hereto and made a part hereof; and subsequently if:

(a)

the Receiving Party acquires the petroleum exploration and production rights to the Prospect, the Disclosing Party shall receive an Acquisition Fee also in accordance with Schedule A; and when:

(b)

the Receiving Party is successful in discovering hydrocarbons within the Prospect, the Disclosing Party shall receive a Success Bonus in accordance with Schedule A.

9.

If the Receiving Party elects to acquire or assigns to an Affiliate Company the right to acquire the petroleum exploration and production rights to the Prospect it shall so notify the Disclosing Party in writing within 10 working days and shall make application to the appropriate agencies of the Government of Argentina or any of the Provinces thereof or the Contractor within one hundred twenty (120) days (which period may be extended at the request of the Receiving Party with the consent of the Disclosing Party) or otherwise the rights to the Prospect revert to the Disclosing Party.  If the Prospect is currently unavailable for acquisition from the Government of Argentina or any of the Provinces thereof or the Contractor and the Consulting Fee assigned to the Prospect has met or exceeded the anticipated Acquisition Fee on the Prospect, the Receiving Party will have the rights to the Prospect for a period of three (3) years from the date of the notification in writing or until the Prospect becomes available, to the Public, for acquisition if less than three (3) years.  Once the Prospect becomes available for acquisition if the period is less than three (3) years, the Receiving Party shall make application to the appropriate agencies of the Government of Argentina or any of the Provinces thereof or the Contractor within one hundred twenty (120) days or otherwise the rights to the Prospect revert to the Disclosing Party.  While the Receiving Party is attempting to acquire the Prospect the Disclosing Party shall not offer or disclose it to any other person.

10.

The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Receiving Party.  The Disclosing Party, however, makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder, and the Receiving Party expressly acknowledges the inherent risk of error in the acquisition processing and interpretation of geological and geophysical data.  The Disclosing Party, its Affiliated Companies, their officers, directors and employees shall have no liability whatsoever with respect to the use of or reliance upon the Confidential Information by the Receiving Party.

11.

(a)

This Agreement shall be governed by and interpreted in accordance with international standards and the laws of the province of British Columbia, Canada.

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(b)

Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach, termination or invalidity thereof shall be settled by a court of competent jurisdiction.  The award of the court shall be final and binding upon the parties.

12.

No amendments, changes or modifications to this Agreement shall be valid except  if the same are in writing and signed by a duly authorized representative of each of the Parties hereto.

13.

This Agreement comprises the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto, whether written or oral, expressed or implied.



IN WITNESS WHEREOF, the duly authorized representatives of the Parties have

caused this Agreement to be executed on the date first written above.



DISCLOSING PARTY

Signed:  Dr. Norman Haimila





RECEIVING PARTY

Signed:  Chet Idziszek















E-448



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SCHEDULE A



CONSULTING FEE  DR. NORMAN HAIMILA representing the Disclosing Party will be retained to act as geological consultant to assist in the acquisition and exploration of one or more hydrocarbon plays or prospects located in Argentina at a per diem rate of $500.00 USD.

ACQUISITION FEE  Each Prospect or Property acquired will entitle the Disclosing Party to receive a sum of USD $10,000 less any accrued value of CONSULTING FEES assigned to that Prospect or Property up to and including that same USD $10,000.  The accrued CONSULTING FEE, however may exceed the USD $10,000 ACQUISITION FEE.

SUCCESS BONUS  The SUCCESS BONUS may take the form of either of the following two (2) options:

Option I 

In the event of a successful discovery on the Prospects disclosed by the Disclosing Party, the Disclosing Party earns a 1.0% GROSS OVERRIDING ROYALTY INTEREST (GORRI) on all products including the hydrocarbon produced from those Prospects; or

Option II 

On a successful discovery on the Property disclosed by the Disclosing Party, the Disclosing Party earns 0.50% of the GROSS VALUE OF THE NON-GOVERNMENT SHARE of the anticipated recoverable hydrocarbons [ESTIMATED ULTIMATE RECOVERABLE (EUR)] as determined by a mutually agreed upon independent evaluation and payable at the first production.





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SCHEDULE B



NEUQUEN PROSPECTS

I

Mulichinco Prospect

II

Los Molles Prospects

III

Tordillo and Quintuco Pinch-out Play

IV

Tordillo and Quintuco Arch Play





OTHER BASIN PROSPECTS

I

Cuyana Prospect

II

Faja Subandina Prospect

III

Tierra Del Fuego Prospects

(a)

Structural Extension

(b)

Arch Onlap



IV

Golfo San Jorge Basin Margin Plays

V

Northern Argentina Chaco Plays

(a)  Combined Structural-Stratigraphic Plays

(b)

Pinch-out Plays











To view the original agreement, please follow the link here: Hamila Royalty Agreement











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ANNEXURE
   H



WARRANTY ISSUES



AFIP Issue



On 1 March 2007 Raúl Bonfada filed with AFIP a Payment Plan A 492131 - Type of Plan 071 (Payment Plan) in order to pay the Assumed/Estimated Minimum Income Tax for fiscal years 2000/2001/2002/2003/2004/2005/2006/2007. EO paid to AFIP the "Assumed/Estimated Minimum Income Tax" for those fiscal years in one lump payment.

EO subsequently learnt from AFIP that the Payment Plan contained mistakes in the imputation of payments. Raúl Bonfada put in the field "Concept" the words "Advance Payments" and in the field "Subconcept" the word "Receivable Interest". Mr. Bonfada should have put in both of these fields the word "Affidavit".

Because of these mistakes in the tax returns declaration on the web, AFIP considers that EO did not pay the Assumed/Estimated Minimum Income Tax for fiscal year 2003 and has notified EO that it has to pay again. Bouzat lawyers went to the AFIP office and met with the official in charge of EO's account. The relevant official informed Mr. Bouzat that EO should pay the Assumed/Estimated Minimum Income Tax for fiscal year 2003 again and then file for a reimbursement of the sums paid in excess.

Bouzat lawyers answered the lawsuit in court showing that, although there were mistakes in the concepts and subconcepts in the filing with AFIP, EO had already paid the Assumed/Estimated Minimum Income Tax for fiscal year 2003 and complied with the obligation notified by AFIP.

There is a possibility that AFIP will also ask EO to pay again all or any of years 2000, 2001, 2002, 2004, 2005, 2006 and 2007.



Bouzat lawyers met with AFIP officials, lawyers and the Prosecutor in Court on 2 December 2008 and concluded that it is possible that the Judge will decide that AFIP has the right to collect the Assumed/Estimated Minimum Income Tax again. If that is the final ruling, EO would have to pay again Assumed/Estimated Minimum Income Tax for fiscal year 2003 and then immediately file for reimbursement of Assumed/Estimated Minimum Income Tax payment for fiscal year 2003 made on 1 March 2007 by Raúl Bonfada.





Central Bank Notice Issue



In 2003 the Argentine Government imposed a restrictive exchange system with regard to all transactions involving inflows and/or outflows of funds to and from Argentina.

The import of funds into Argentina by foreign investors for the purpose of making direct investments is exempted from certain of these foreign exchange restrictions (particularly, the mandatory deposit established by Decree 616/05 and supplementary rules). However, for such exemptions to be effective certain requirements must be met.

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EO required money from Oromin in Canada to pay the Assumed/Estimated Minimum Income Tax for fiscal years 2000/2001/2002/2003/2004/2005/2006/2007 and obtain a fiscal certificate from AFIP. In order to allow the inflow of funds from abroad and to avoid the non-remunerated mandatory deposit (amounting to 30% of the funds brought into the country) EO decided to use the increase of capital exemption.

EO increased its corporate capital and filed all the legal and tax/accounting documents required by law with the GIC. Raul Bonfada, as accountant of EO, prepared the mandatory accountant/tax schedules and charts to be filed with the GIC.

The GIC notified EO that the mandatory accountant/tax schedules and charts were incorrect and had not been approved, Therefore the increase of capital filing needed to be corrected and was not going to be registered. Julio Pulisich prepared the new accountant/tax schedules and charts correcting the former ones made by Raul Bonfada.

EO filed the amended documents with the GIC. However two weeks ago EO received notice from Argentine Central Bank that it had to deposit a "non-remunerated mandatory deposit" of US$ 70,000 in an Argentine Central Bank account. Such deposit cannot be used for one year after it has been deposited and then it will be returned to EO. EO met with inspectors at the GIC and the increase of capital filing is going to be registered approximately in 10 Days.

Once the increase of capital filing is registered with the GIC, EO will meet with Central Bank officials and show evidence that all the requirements of the increase of capital exemption have been complied with so that the non-remunerated mandatory deposit should no longer be required.

At this time, Argentine Central Bank might decide to nevertheless still require EO to deposit the "non-remunerated mandatory deposit" of US$ 70,000 as EO exceeded the time allowed by law to complete the increase of capital exemption.





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|                                                                  |  |                                                       
|----------------------------------------------------------------- |  | ------------------------------------------------------
|REPUBLIC OF SENEGAL
      One People  One Goal  One Faith       |  | 12.31.2008 * 11077
      No. _____________/MMI PME/DMG
|MINISTRY OF MINES
      INDUSTRY AND SMALL/MEDIUM SIZE BUSINESSES |  |                                                       





|                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Summary:
      Ministerial Order relating to a second extension of a mining exploration permit pertaining to gold and other ancillary substances on the Sabodala Perimeter, transferred to OROMIN Joint Venture Group Explorations Ltd and extended first by order no. 000599/MEM/DMG of February 7, 2007.



THE MINISTER OF STATE,

MINISTER OF MINES, INDUSTRY AND SMALL AND

MEDIUM SIZE BUSINESSES (SMB),



In view of the Constitution;



In view of Law no. 64-46 of June 17, 1964, relating to the National Domaine, together with other texts issued for the implementation thereof;



In view of Law no. 2003-36 of November 2003, concerning a Mining Code;



In view of Decree no. 2004-647 of May 17, 2004, specifying the terms of implementation of the law concerning the Mining Code;



In view of Decree no. 2007-826 of June 19, 2007, appointing the Prime Minister;



In view of Decree no. 2007-973 of September 7, 2007, relating to the functions of the Ministry of Mines and Industry;



In view of Decree no. 2008-1026 of September 10, 2008, relating to the distribution of functions among the State Services and of the control of public establishments, national companies and corporations in which the Presidency of the Republic, the Prime Ministry and Ministries hold a public interest;



In view of Decree no. 2008-1302 of November 13, 2008, appointing a Minister of State and fixing the Government composition;



In view of Order no. 000918/MEM/DMG of March 4, 2005, granting to the Oromin Explorations Ltd company a mining exploration permit relating to gold and other ancillary substances (Sabodala Perimeter, 230 km2);

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In view of Order no. 000599/MEM/DMG of February 7, 2007, transferring to OROMIN Joint Ventures Group Explorations Ltd and extending a mining exploration permit relating to gold and other ancillary substances (Sabodala Perimeter, 230 km2);



In view of the mining agreement executed on February 17, 2005, between the State of Senegal and the OROMIN Explorations Ltd company; and



In view of the request by the OROMIN Joint Venture Group Explorations Ltd for an extension, dated October 21, 2008;



UPON proposal from the Director of Mines and Geology, hereby



O R D E R S



FIRST ARTICLE:

The mining exploration permit for the Sabodala Perimeter relating to gold and other ancillary substances, transferred to OROMIN Joint Venture Group Explorations Ltd, extended a first time by order no. 000599/MEM/DMG dated February 7, 2007, is hereby extended.



ARTICLE 2:

The exploration permit shall be extended for a twelve (12) months duration from December 22, 2008, the date of expiry of order no. 0005999/MEM/DMG dated February 7, 2007.



ARTICLE 3:

The Perimeter of the extended exploration permit, deemed to have a 212.6 km2 surface area, is delimited by metes-and-bounds and UTM WGS84 (Zone 28 P) coordinates as follow:



|       |         |          
|------ | ------- | ---------
|Points | X       | Y        
|A      | 814 448 | 1 467 544
|B      | 826 026 | 1 463 606
|C      | 812 226 | 1 444 991
|D      | 802 663 | 1 450 881
|E      | 807 539 | 1 457 938
|F      | 811 548 | 1 457 938
|G      | 811 548 | 1 456 220
|H      | 814 448 | 1 456 220



ARTICLE 4:

The minimum amount of budget appropriations during the validity period of the second extension of the mining exploration permit has been fixed at twelve million (12,000,000.00) USD.



ARTICLE 5:

The entire provisions of Articles 5, 6, and 7 of Order no. 00918/MEM/DMG of March 4, 2005, granting the exploration permit remain unchanged.

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ARTICLE 6:

The Governor of the Kedougou Region and the Director of Mines and Geology have the responsibility, each in his own capacity, of implementing this order which shall be published and communicated anywhere as is necessary.





The Minister of State,Minister of Mines, Industryand SMB[Seal of the Ministry][signature] [Illegible]Maître1 Ousmane NGOM






TRUE COPIES TO:



PR

1

SGG

1

MMIPME

2

M. Interior

1

Governor, Kedougou

1

Prefect, Kedougou

1

DMG

5

D. Pub. Domaine

1

D. Environment

1

D. Waters & Forestry

1

CDGM/Kedougou

1

SR/MMIPME/Tamba

1

Interested Party

1

JORS

2/20



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1

Maître is a courtesy title for Attorneys at law in countries governed by French law.







To view the official French Extension document, stamped by the Ministry of Mines, Republic of Senegal, please follow the link here: Saboldala Permit Extension Approval





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